Exhibit
4.1


 


NEW PLAN
EXCEL REALTY TRUST, INC.


 


as Primary Obligor


 


and


 


U.S. BANK TRUST NATIONAL ASSOCIATION


 


as Trustee


 


 


INDENTURE


 


 


Dated as of January 30, 2004


 


Senior Securities


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE ONE  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

  	
   

  
	
   

  	
   

  
	
  SECTION 101.  Definitions

  	
   

  
	
  Acquired Indebtedness

  	
   

  
	
  Act

  	
   

  
	
  Additional Amounts

  	
   

  
	
  Affiliate

  	
   

  
	
  Authenticating Agent

  	
   

  
	
  Authorized Newspaper

  	
   

  
	
  Bankruptcy Law

  	
   

  
	
  Board of Directors

  	
   

  
	
  Board Resolution

  	
   

  
	
  Business Day

  	
   

  
	
  Cedelbank

  	
   

  
	
  Commission

  	
   

  
	
  Common Depository

  	
   

  
	
  Common Shares

  	
   

  
	
  Company

  	
   

  
	
  Company Request

  	
   

  
	
  Company Order

  	
   

  
	
  Consolidated
  Income Available for Debt Service

  	
   

  
	
  Consolidated Net Income

  	
   

  
	
  Conversion Event

  	
   

  
	
  Corporate Trust Office

  	
   

  
	
  corporation

  	
   

  
	
  coupon

  	
   

  
	
  currency

  	
   

  
	
  Custodian

  	
   

  
	
  Debt

  	
   

  
	
  Defaulted Interest

  	
   

  
	
  Dollar

  	
   

  
	
  Euroclear

  	
   

  
	
  Event of Default

  	
   

  
	
  Foreign Currency

  	
   

  
	
  GAAP

  	
   

  
	
  Government Obligations

  	
   

  
	
  Guarantee

  	
   

  
	
  Guarantor

  	
   

  
	
  Holder

  	
   

  
	
  Indenture

  	
   

  
	
  Indexed Security

  	
   

  



 


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  interest

  	
   

  
	
  Interest Payment Date

  	
   

  
	
  Make-Whole Amount

  	
   

  
	
  Maturity

  	
   

  
	
  Maximum Annual Service
  Charge

  	
   

  
	
  Officers’ Certificate

  	
   

  
	
  Opinion of Counsel

  	
   

  
	
  Original Issue
  Discount Security

  	
   

  
	
  Outstanding

  	
   

  
	
  Paying Agent

  	
   

  
	
  Person

  	
   

  
	
  Place of Payment

  	
   

  
	
  Predecessor Security

  	
   

  
	
  Preferred Shares

  	
   

  
	
  Recourse Indebtedness

  	
   

  
	
  Redemption Date

  	
   

  
	
  Redemption Price

  	
   

  
	
  Registered Security

  	
   

  
	
  Regular Record Date

  	
   

  
	
  Reinvestment Rate

  	
   

  
	
  Repayment Date

  	
   

  
	
  Responsible Officer

  	
   

  
	
  Secured Debt

  	
   

  
	
  Security

  	
   

  
	
  Security Register

  	
   

  
	
  Security Registrar

  	
   

  
	
  Significant Subsidiary

  	
   

  
	
  Special Record Date

  	
   

  
	
  Statistical Release

  	
   

  
	
  Subsidiary

  	
   

  
	
  Total Assets

  	
   

  
	
  Trust Indenture Act

  	
   

  
	
  TIA

  	
   

  
	
  Trustee

  	
   

  
	
  Undepreciated Real
  Estate Assets

  	
   

  
	
  Unencumbered Total Asset
  Value

  	
   

  
	
  United States

  	
   

  
	
  United States person

  	
   

  
	
  Yield to Maturity

  	
   

  
	
  SECTION 102.  Compliance Certificates and Opinions

  	
   

  
	
  SECTION 103.  Form of Documents Delivered to Trustee

  	
   

  
	
  SECTION 104.  Acts of Holders

  	
   

  
	
  SECTION 105.  Notices, etc., to Trustee and Company

  	
   

  
	
  SECTION 106.  Notice to Holders; Waiver

  	
   

  
	
  SECTION 107.  Effect of Headings and Table of Contents

  	
   

  



 


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  SECTION 108.  Successors and Assigns

  	
   

  
	
  SECTION 109.  Separability Clause

  	
   

  
	
  SECTION 110.  Benefits of Indenture

  	
   

  
	
  SECTION 111.  Governing Law

  	
   

  
	
  SECTION 112.  Legal Holidays

  	
   

  
	
  SECTION 113.  Judgment Currency

  	
   

  
	
   

  	
   

  
	
  ARTICLE TWO      SECURITIES FORMS

  	
   

  
	
   

  	
   

  
	
  SECTION 202.  Form of Trustee’s Certificate of Authentication

  	
   

  
	
  SECTION 203.  Securities Issuable in Global Form

  	
   

  
	
   

  	
   

  
	
  ARTICLE THREE  THE SECURITIES

  	
   

  
	
   

  	
   

  
	
  SECTION 301.  Amount Unlimited; Issuable in Series

  	
   

  
	
  SECTION 302.  Denominations

  	
   

  
	
  SECTION 303.  Execution, Authentication, Delivery and Dating

  	
   

  
	
  SECTION 304.  Temporary Securities

  	
   

  
	
  SECTION 305.  Registration, Registration of Transfer and Exchange

  	
   

  
	
  SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities

  	
   

  
	
  SECTION 307.  Payment of Interest; Interest Rights Preserved

  	
   

  
	
  SECTION 308.  Persons Deemed Owners

  	
   

  
	
  SECTION 309.  Cancellation

  	
   

  
	
  SECTION 310.  Computation of Interest

  	
   

  
	
   

  	
   

  
	
  ARTICLE FOUR  SATISFACTION AND DISCHARGE

  	
   

  
	
   

  	
   

  
	
  SECTION 401.  Satisfaction and Discharge of Indenture

  	
   

  
	
  SECTION 402.  Application of Trust Funds

  	
   

  
	
   

  	
   

  
	
  ARTICLE FIVE  REMEDIES

  	
   

  
	
   

  	
   

  
	
  SECTION 501.  Events of Default

  	
   

  
	
  SECTION 502.  Acceleration of Maturity; Rescission and Annulment

  	
   

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

  	
   

  
	
  SECTION 504.  Trustee May File Proofs of Claim

  	
   

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

  	
   

  
	
  SECTION 506.  Application of Money Collected

  	
   

  
	
  SECTION 507.  Limitation on Suits

  	
   

  
	
  SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium,
  if any, Interest and Additional Amounts

  	
   

  
	
  SECTION 509.  Restoration of Rights and Remedies

  	
   

  
	
  SECTION 510.  Rights and Remedies Cumulative

  	
   

  
	
  SECTION 511.  Delay or Omission Not Waiver

  	
   

  
	
  SECTION 512.  Control by Holders of Securities

  	
   

  
	
  SECTION 513.  Waiver of Past Defaults

  	
   

  
	
  SECTION 514.  Waiver of Usury, Stay or Extension Laws

  	
   

  
	
  SECTION 515.  Undertaking for Costs

  	
   

  



 


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  ARTICLE SIX  THE TRUSTEE

  	
   

  
	
   

  	
   

  
	
  SECTION 601.  Notice of Defaults

  	
   

  
	
  SECTION 602.  Certain Rights of Trustee

  	
   

  
	
  SECTION 603.  Not Responsible for Recitals or Issuance of Securities

  	
   

  
	
  SECTION 604.  May Hold Securities

  	
   

  
	
  SECTION 605.  Money Held in Trust

  	
   

  
	
  SECTION 606.  Compensation and Reimbursement

  	
   

  
	
  SECTION 607.  Eligibility of Trustee; Conflicting Interests

  	
   

  
	
  SECTION 608.  Resignation and Removal; Appointment of Successor

  	
   

  
	
  SECTION 609.  Acceptance of Appointment by Successor

  	
   

  
	
  SECTION 610.  Merger, Conversion, Consolidation or Succession to Business

  	
   

  
	
  SECTION 611.  Appointment of Authenticating Agent

  	
   

  
	
   

  	
   

  
	
  ARTICLE SEVEN  HOLDERS’ LISTS AND REPORTS

  	
   

  
	
   

  	
   

  
	
  SECTION 702.  Reports by Trustee

  	
   

  
	
  SECTION 703.  Reports by Company and Guarantors

  	
   

  
	
  SECTION 704.  Company to Furnish Trustee Names and Addresses of Holders

  	
   

  
	
   

  	
   

  
	
  ARTICLE EIGHT  CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

  	
   

  
	
   

  	
   

  
	
  SECTION 801.  Consolidation or Merger of Company and Sale, Lease or
  Conveyance Permitted Subject to Certain Conditions

  	
   

  
	
  SECTION 802.  Rights and Duties of Successor Corporation

  	
   

  
	
  SECTION 803.  Officers’ Certificate and Opinion of Counsel

  	
   

  
	
   

  	
   

  
	
  ARTICLE NINE  SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  
	
  SECTION 901.  Supplemental Indentures Without Consent of Holders

  	
   

  
	
  SECTION 902.  Supplemental Indentures with Consent of Holders

  	
   

  
	
  SECTION 903.  Execution of Supplemental Indentures

  	
   

  
	
  SECTION 904.  Effect of Supplemental Indentures

  	
   

  
	
  SECTION 905.  Conformity with Trust Indenture Act

  	
   

  
	
  SECTION 906.  Reference in Securities to Supplemental Indentures

  	
   

  
	
   

  	
   

  
	
  ARTICLE TEN  COVENANTS

  	
   

  
	
   

  	
   

  
	
  SECTION 1001.  Payment of Principal, Premium, if any, Interest and Additional
  Amounts

  	
   

  
	
  SECTION 1002.  Maintenance of Office or Agency

  	
   

  
	
  SECTION 1003.  Money for Securities Payments to Be Held in Trust

  	
   

  
	
  SECTION 1004.  Limitations on Incurrence of Debt

  	
   

  
	
  SECTION 1005.  Existence

  	
   

  
	
  SECTION 1006.  Maintenance of Properties

  	
   

  
	
  SECTION 1007.  Insurance

  	
   

  
	
  SECTION 1008.  Payment of Taxes and Other Claims

  	
   

  
	
  SECTION 1009.  Provision of Financial Information

  	
   

  



 


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  SECTION 1010.  Statement as to Compliance

  	
   

  
	
  SECTION 1011.  Additional Amounts

  	
   

  
	
  SECTION 1012.  Waiver of Certain Covenants

  	
   

  
	
   

  	
   

  
	
  ARTICLE ELEVEN  REDEMPTION OF SECURITIES

  	
   

  
	
   

  	
   

  
	
  SECTION 1101.  Applicability of Article

  	
   

  
	
  SECTION 1102.  Election to Redeem; Notice to Trustee

  	
   

  
	
  SECTION 1103.  Selection by Trustee of Securities to Be Redeemed

  	
   

  
	
  SECTION 1104.  Notice of Redemption

  	
   

  
	
  SECTION 1105.  Deposit of Redemption Price

  	
   

  
	
  SECTION 1106.  Securities Payable on Redemption Date

  	
   

  
	
  SECTION 1107.  Securities Redeemed in Part

  	
   

  
	
   

  	
   

  
	
  ARTICLE TWELVE  SINKING FUNDS

  	
   

  
	
   

  	
   

  
	
  SECTION 1201.  Applicability of Article

  	
   

  
	
  SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities

  	
   

  
	
  SECTION 1203.  Redemption of Securities for Sinking Fund

  	
   

  
	
   

  	
   

  
	
  ARTICLE THIRTEEN  REPAYMENT AT THE OPTION OF HOLDERS

  	
   

  
	
   

  	
   

  
	
  SECTION 1301.  Applicability of Article

  	
   

  
	
  SECTION 1302.  Repayment of Securities

  	
   

  
	
  SECTION 1303.  Exercise of Option

  	
   

  
	
  SECTION 1304.  When Securities Presented for Repayment Become Due and Payable

  	
   

  
	
  SECTION 1305.  Securities Repaid in Part

  	
   

  
	
   

  	
   

  
	
  ARTICLE FOURTEEN  DEFEASANCE AND COVENANT DEFEASANCE

  	
   

  
	
   

  	
   

  
	
  SECTION 1401.  Applicability of Article; Company’s Option to Effect Defeasance
  or Covenant Defeasance

  	
   

  
	
  SECTION 1402.  Defeasance and Discharge

  	
   

  
	
  SECTION 1403.  Covenant Defeasance

  	
   

  
	
  SECTION 1404.  Conditions to Defeasance or Covenant Defeasance

  	
   

  
	
  SECTION 1405.  Deposited Money and Government Obligations to Be Held in Trust;
  Other Miscellaneous Provisions

  	
   

  
	
   

  	
   

  
	
  ARTICLE FIFTEEN  MEETINGS OF HOLDERS OF SECURITIES

  	
   

  
	
   

  	
   

  
	
  SECTION 1501.  Purposes for Which Meetings May Be Called

  	
   

  
	
  SECTION 1502.  Call, Notice and Place of Meetings

  	
   

  
	
  SECTION 1503.  Persons Entitled to Vote at Meetings

  	
   

  
	
  SECTION 1504.  Quorum; Action

  	
   

  
	
  SECTION 1505.  Determination of Voting Rights; Conduct and Adjournment of
  Meetings

  	
   

  
	
  SECTION 1506.  Counting Votes and Recording Action of Meetings

  	
   

  
	
   

  	
   

  
	
  ARTICLE SIXTEEN  GUARANTEE OF SECURITIES

  	
   

  
	
   

  	
   

  
	
  SECTION 1601.  Guarantee

  	
   

  



 


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  SECTION 1602.  Future Guarantors

  	
   

  
	
  SECTION 1603.  Delivery of Guarantee

  	
   

  
	
   

  	
   

  
	
  TESTIMONIUM

  	
   

  
	
  SIGNATURES AND SEALS

  	
   

  
	
  ACKNOWLEDGMENTS

  	
   

  
	
  EXHIBIT
  A - FORMS OF CERTIFICATION

  	
   

  



 


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INDENTURE, dated as of
January 30, 2004, among NEW PLAN EXCEL REALTY TRUST, INC., a Maryland
corporation, as primary obligor (hereinafter called the “Company”),
having its principal office at 1120 Avenue of the Americas, New York, New York
10036, and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking
association, as trustee (hereinafter called the “Trustee”), having its
Corporate Trust Office at 100 Wall Street, Suite 1600, New York, NY 10005, and
any Person becoming a Guarantor hereunder.


 


RECITALS


 


The Company deems it
necessary to issue from time to time for its lawful purposes senior debt
securities (hereinafter called the “Securities”) evidencing its
unsecured and unsubordinated indebtedness, and has duly authorized the
execution and delivery of this Indenture to provide for the issuance from time
to time of the Securities, unlimited as to principal amount, to bear interest
at the rates or formulas, to mature at such times and to have such other
provisions as shall be fixed as hereinafter provided.


 


This Indenture is subject
to the provisions of the Trust Indenture Act of 1939, as amended, that are
deemed to be incorporated into this Indenture and shall, to the extent
applicable, be governed by such provisions.


 


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


 


NOW, THEREFORE, THIS INDENTURE
WITNESSETH:


 


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


 


 


ARTICLE ONE



DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


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


 


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


 


(2)           all other terms used
herein which are defined in the TIA, either directly or by reference therein,
have the meanings assigned to them therein, and the terms “cash transaction”
and “self-liquidating paper”, as used in TIA Section 311, shall have the
meanings assigned to them in the rules of the Commission adopted under the TIA;


 


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(3)           all accounting terms
not otherwise defined herein have the meanings assigned to them in accordance
with GAAP; and


 


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


 


“Acquired Indebtedness”  means Debt of a Person
(i) existing at the time the Person becomes a Subsidiary or
(ii) assumed in connection with the acquisition of assets from the Person,
in each case, other than Debt incurred in connection with, or in contemplation
of, the Person becoming a Subsidiary or that acquisition.  Acquired Indebtedness shall be deemed to be
incurred on the date of the related acquisition of assets from any Person or
the date the acquired Person becomes a Subsidiary.


 


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


 


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


 


“Adjusted Total Assets”
has the meaning specified in Section 1004(a).


 


“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
authenticating agent appointed by the Trustee pursuant to Section 611.


 


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


 


“Bankruptcy Law” has the meaning specified in
Section 501.


 


“Bearer Security” means any Security established
pursuant to Section 201 which is payable to bearer.


 


2

















 


“Board of Directors” means the board of
directors of the Company or a Guarantor, as applicable, or other body with
analogous authority with respect to the Company or a Guarantor, the executive
committee of that board or body or any committee of that board or body duly
authorized to act hereunder.


 


“Board Resolution” means a copy of a resolution
certified by the Secretary or an Assistant Secretary of the Company or a
Guarantor, as applicable, to have been duly adopted by the Board of Directors
thereof and to be in full force and effect on the date of such certification,
and delivered to the Trustee.


 


“Business Day,” when used with respect to any Place
of Payment or any other particular location referred to in this Indenture or in
the Securities, means, unless otherwise specified with respect to any
Securities pursuant to Section 301, any day other than a Saturday, Sunday,
legal holiday or other day on which banking institutions in that Place of
Payment or particular location are authorized or required by law, regulation or
executive order to close.


 


“Capital
Stock” means, with respect to any Person, any and all shares (including
preferred shares), interests, participations or other equity ownership
interests (however designated, whether voting or non-voting) in the Person and
any rights (other than debt securities convertible into or exchangeable for
corporate Capital Stock), warrants or options to purchase any thereof.


 


“Cedelbank” means Cedelbank or its successor.


 


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


 


“Common Depositary” has the meaning specified
in Section 304(b).


 


“Common Shares” means, with respect to any Person,
capital stock or shares of beneficial interest issued by such Person other than
Preferred Shares.


 


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


 


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


 


“Consolidated Income Available for
Debt Service” for any period means Consolidated Net Income of the
Company and its Subsidiaries plus amounts which have been deducted for (a)


 


3

















 


interest on Debt of the
Company and its Subsidiaries, (b) provision for taxes of the Company and its
Subsidiaries based on income, (c) amortization of debt discount, (d) property
depreciation and amortization, (e) the effect of any noncash charge resulting
from a change in accounting principles in determining Consolidated Net Income
for such period, (f) provisions for losses from sales or joint ventures, (g)
increases in deferred taxes and other non-cash items and (h) charges for
early extinguishment of debt, and less amounts which have been added in
determining Consolidated Net Income for such period for (i) provisions for
gains from sales or joint ventures and (ii) decreases in deferred taxes
and other non-cash items.


 


“Consolidated Net Income” for any period
means the amount of net income (or loss) of the Company and its Subsidiaries
for such period determined on a consolidated basis in accordance with GAAP.


 


“Conversion Event” means the cessation of use of
(i) a Foreign Currency other than the Euro both by the government of the
country that issued such currency and for the settlement of transactions by a
central bank or other public institutions of or within the international
banking community, (ii) the Euro both within the member states of the European
Union that have adopted the single currency in accordance with the treaty
establishing the European Community as amended by the treaty of the European
Union and for the settlement of transactions by public institutions of or
within the European Union or (iii) any currency for the purposes for which it
was established.


 


“Corporate Trust Office” means the office
of the Trustee at which, at any particular time, its corporate trust business
shall be principally administered, which office at the date hereof (and for the
purposes of the Place of Payment provisions of Section 1002) is located at 100
Wall Street, Suite 1600, New York, NY 10005.


 


“corporation” includes corporations, limited
partnerships, limited liability companies, companies, real estate investment
trusts and business trusts.


 


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


 


“currency” means any currency, currency unit or
composite currency, including, without limitation, the Euro, issued by the
government of one or more countries or by any recognized confederation or
association of such governments.


 


“Custodian” has the meaning specified in Section 501.


 


“Debt” of the Company or any Subsidiary means any
indebtedness of the Company or any Subsidiary, whether or not contingent, in
respect of (i) borrowed money evidenced by bonds, notes, debentures or similar
instruments, (ii) indebtedness secured by any mortgage, pledge, lien, charge,
encumbrance or any security interest existing on property owned by the Company
or any Subsidiary, (iii) reimbursement obligations, contingent or otherwise, in
connection with any letters of credit or amounts representing the balance
deferred and unpaid of the purchase price of any property except any such
balance that constitutes an accrued expense or trade payable or (iv)


 


4

















 


any lease of property by
the Company or any Subsidiary as lessee which is reflected on the Company’s
consolidated balance sheet as a capitalized lease in accordance with GAAP, in
the case of items of indebtedness under (i) through (iii) above to the extent
that any such items (other than reimbursement obligations in connection with
letters of credit) would appear as a liability on the Company’s consolidated
balance sheet in accordance with GAAP, and also includes, to the extent not
otherwise included, any obligation by the Company or any Subsidiary to be
liable for, or to pay, as obligor, guarantor or otherwise (other than for
purposes of collection in the ordinary course of business), indebtedness of
another Person that would appear as a liability on such Person’s consolidated
balance sheet in accordance with GAAP (other than the Company or any
Subsidiary) (it being understood that “Debt” shall be deemed to be incurred by
the Company and its Subsidiaries on a consolidated basis whenever the Company
and its Subsidiaries on a consolidated basis create, assume, guarantee or
otherwise become liable in respect thereof; Debt of a Subsidiary of the Company
existing prior to the time it becomes a Subsidiary of the Company shall be
deemed to be incurred upon such Subsidiary’s becoming a Subsidiary of the
Company; and Debt of a Person existing prior to a merger or consolidation of
such Person with the Company or any Subsidiary of the Company in which such
Person is the successor of the Company or such Subsidiary shall be deemed to be
incurred upon the consummation of such merger or consolidation).


 


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


 


“Dollar” or “$” means a dollar or other equivalent unit
in such coin or currency of the United States as at the time shall be legal
tender for the payment of public and private debts.


 


“Euroclear” means Morgan Guaranty Trust Company of New
York, Brussels Office, or its successor as operator of the Euroclear System.


 


“Event of Default” has the meaning specified in
Article Five.


 


“Foreign Currency” means any currency issued by
the government of one or more countries other than the United States or by any
recognized confederation or association of such governments.


 


“GAAP” means generally accepted accounting principles, as
in effect from time to time, as used in the United States applied on a
consistent basis, provided that, solely for purposes of any calculation
required by the financial covenants contained herein, “GAAP” means
generally accepted accounting principles, as in effect on the date hereof, as
used in the United States applied on a consistent basis.


 


“Government Obligations” means securities
which are (i) direct obligations of the United States or the government or
governments that issued the Foreign Currency or Currencies in which the
Securities of a particular series are payable, for the payment of which its
full faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
or such government or governments that issued the Foreign Currency or
Currencies in which the Securities of such series are payable, the payment of


 


5

















 


which is unconditionally
guaranteed as a full faith and credit obligation by the United States or such
other government or governments, which, in either case, are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such Government Obligation or a specific payment of interest on or
principal of any such Government Obligation held by such custodian for the
account of the holder of a depository receipt, provided that (except as
required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depository receipt from any amount
received by the custodian in respect of the Government Obligation or the
specific payment of interest on or principal of the Government Obligation
evidenced by such depository receipt.


 


“Guarantee”
has the meaning set forth in Article Sixteen hereof.


 


“Guarantor”
means any Person that is liable under a Guarantee under Article Sixteen hereof.


 


“Holder” means, in the case of a Registered Security, the
Person in whose name a Security is registered in the Security Register and, in
the case of a Bearer Security, the bearer thereof and, when used with respect
to any coupon, shall mean the bearer thereof.


 


“Indenture” means this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof, and shall include the terms of particular series of
Securities established as contemplated by Section 301; provided, however, that,
if at any time more than one Person is acting as Trustee under this instrument,
“Indenture” shall mean, with respect to any one or more series of
Securities for which such Person is Trustee, this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of the or those particular series
of Securities for which such Person is Trustee established as contemplated by
Section 301, exclusive, however, of any provisions or terms which relate solely
to other series of Securities for which such Person is Trustee, regardless of
when such terms or provisions were adopted, and exclusive of any provisions or
terms adopted by means of one or more indentures supplemental hereto executed
and delivered after such Person had become such Trustee but to which such
Person, as such Trustee, was not a party.


 


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


 


“interest,” when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, shall
mean interest payable after Maturity, and, when used with respect to a Security
which provides for the payment of Additional Amounts pursuant to Section 1011,
includes such Additional Amounts.


 


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


 


6

















 


“Make-Whole
Amount” means, in connection with any optional redemption or
accelerated payment of any Securities, the excess, if any, of:  (i) the aggregate present value as of
the date of such redemption or accelerated payment of each dollar of principal
being redeemed or paid and the amount of interest (exclusive of interest
accrued to the date of redemption or accelerated payment) that would have been
payable in respect of each such dollar if such redemption or accelerated
payment had not been made, determined by discounting such principal and
interest at the Reinvestment Rate (determined on the third Business Day
preceding the date notice of such redemption is given) from the respective
dates on which such principal and interest would have been payable if such
redemption or accelerated payment had not been made to the date of redemption
or accelerated payment; over (ii) the aggregate principal amount of the
Securities being redeemed or paid.


 


“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, notice of redemption, notice
of option to elect repayment or otherwise.


 


“Maximum Annual Service Charge” as of
any date means the maximum amount which may become payable in any period of 12
consecutive calendar months from such date for interest on, and required
amortization of, Debt.  The amount
payable for amortization shall include the amount of any sinking fund or other
analogous fund for the retirement of Debt and the amount payable on account of
principal on any such Debt which matures serially other than at the final
maturity date of such Debt.


 


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


 


“Opinion of Counsel” means a written opinion of
counsel, who may be counsel for the Company or a Guarantor or who may be an
employee of or other counsel for the Company or a Guarantor and who shall be
reasonably satisfactory to the Trustee.


 


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


 


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


 


(i)            Securities theretofore
canceled by the Trustee or delivered to the Trustee for cancellation;


 


7

















 


(ii)           Securities, or portions
thereof, for whose payment or redemption or repayment at the option of the
Holder 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 and any coupons appertaining thereto,
provided that, if such Securities are to be redeemed, notice of such redemption
has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made;


 


(iii)          Securities, except to
the extent provided in Sections 1402 and 1403, with respect to which the
Company has effected defeasance and/or covenant defeasance as provided in
Article Fourteen;


 


(iv)          Securities which have
been paid pursuant to Section 306 or in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to this Indenture,
other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Securities are held
by a bona fide purchaser in whose hands such Securities are valid obligations
of the Company; and


 


(v)           Securities converted
into Common Shares or Preferred Shares pursuant to or in accordance with this
Indenture if the terms of such Securities provide for convertibility pursuant
to Section 301;


 


provided, however, that
in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or are present at a meeting of
Holders for quorum purposes, and for the purpose of making the calculations
required by TIA Section 313, (i) the principal amount of an Original Issue
Discount Security that may be counted in making such determination or
calculation and that shall be deemed to be Outstanding for such purpose shall
be equal to the amount of principal thereof that would be (or shall have been
declared to be) due and payable, at the time of such determination, upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502,
(ii) the principal amount of any Security denominated in a Foreign Currency or
Currencies that may be counted in making such determination or calculation and
that shall be deemed Outstanding for such purpose shall be equal to the Dollar
equivalent, determined pursuant to Section 301 as of the date such Security is
originally issued by the Company, of the principal amount (or, in the case of
an Original Issue Discount Security, the Dollar equivalent as of such date of
original issuance of the amount determined as provided in clause (i) above) of
such Security, (iii) the principal amount of any Indexed Security that may be
counted in making such determination or calculation and that shall be deemed
outstanding for such purpose shall be equal to the principal face amount of
such Indexed Security at original issuance, unless otherwise provided with
respect to such Security pursuant to Section 301, and (iv) 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 making such calculation or in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded.  Securities so owned which have been


 


8

















 


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 (and premium, if any) or interest on any
Securities or coupons on behalf of the Company.


 


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


 


“Place of Payment,” when used with respect to the
Securities of or within any series, means the place or places where the
principal of (and premium, if any) and interest on such Securities are payable
as specified as contemplated by Sections 301 and 1002.


 


“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 or a
Security to which a mutilated, destroyed, lost or stolen coupon appertains
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Security or the Security to which the mutilated, destroyed, lost or
stolen coupon appertains.


 


“Preferred Shares” means, with respect to any
Person, shares of capital stock or of beneficial interest issued by such Person
that are entitled to a preference or priority over any other shares of capital
stock or beneficial interest issued by such Person upon any distribution of
such Person’s assets, whether by dividend or upon liquidation, dissolution or
winding up.


 


“Recourse Indebtedness” means Debt, other
than Secured Debt as to which Secured Debt the liability of the obligor thereon
is limited to its interest in the collateral securing such Secured Debt,
provided that no such Secured Debt shall constitute Recourse Indebtedness by
reason of provisions therein for imposition of full recourse liability on the
obligor for certain wrongful acts, environmental liabilities, or other
customary exclusions from the so-called “non-recourse” provisions.


 


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


 


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


 


“Registered Security” shall mean any Security
which is registered in the Security Register.


 


9

















 


“Regular Record Date” for the interest payable
on any Interest Payment Date on the Registered Securities of or within any
series means the date specified for that purpose as contemplated by Section
301, whether or not a Business Day.


 


“Reinvestment Rate” means a rate per
annum equal to the sum of (i) .25% plus (ii) the arithmetic mean of the yields
under the heading “Week Ending” published in the most recent Statistical
Release under the caption “Treasury Constant Maturities” for the maturity
(rounded to the nearest month) corresponding to the remaining life to maturity,
as of the payment date of the principal being redeemed or paid.  If no maturity exactly corresponds to such
maturity, yields for the two published maturities most closely corresponding to
such maturity shall be calculated pursuant to the immediately preceding
sentence and the Reinvestment Rate shall be interpolated or extrapolated from
such yields on a straight-line basis, rounding in each of such relevant periods
to the nearest month.  For the purposes
of calculating the Reinvestment Rate, the most recent Statistical Release
published prior to the date of determination of the Make-Whole Amount shall be
used.  If the format or content of the
Statistical Release changes in a manner that precludes determination of the
Treasury yield in the above manner, then the Treasury yield shall be determined
in the manner that most closely approximates the above manner, as reasonably
determined by the Company.  If the
format or content of the Statistical Release changes in a manner that precludes
determination of the Treasury Yield in the above manner, then the Treasury
Yield shall be determined in the manner that most closely approximates the
above manner, as reasonably determined by the Company.


 


“Repayment Date” means, when used with respect to
any Security to be repaid at the option of the Holder, the date fixed for such
repayment by or pursuant to this Indenture.


 


“Repayment Price” means, when used with respect
to any Security to be repaid at the option of the Holder, the price at which it
is to be repaid by or pursuant to this Indenture.


 


“Responsible Officer,” when used with respect
to the Trustee, means any senior vice president, vice president (whether or not
designated by a number or a word or words added before or after the title “vice
president”), or assistant vice president, the secretary, any assistant
secretary, or any other officer working in its Corporate Trust Department and
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 such
officer’s knowledge and familiarity with the particular subject.


 


“Secured Debt” means, without duplication, Debt that
is secured by a mortgage, trust deed, deed of trust, deed to secure Debt,
security agreement, pledge, conditional sale or other title retention
agreement, capitalized lease, or other like agreement granting or conveying
security title to or a security interest in real property or other tangible
asset(s).  Secured Debt shall be deemed
to be incurred (i) on the date the obligor thereon creates, assumes, guarantees
or otherwise becomes liable in respect thereof if it is secured in the manner
described in the preceding sentence on such date or (ii) on the date the
obligor thereon first secures such Debt in the manner described in the
preceding sentence if such Debt was not so secured on the date it was incurred.


 


10

















 


“Security” has the meaning stated in the first recital
of this Indenture and, more particularly, means any Security or Securities
authenticated and delivered under this Indenture; provided, however, that, if
at any time there is more than one Person acting as Trustee under this
Indenture, “Securities” with respect to the Indenture as to which such Person
is Trustee shall have the meaning stated in the first recital of this Indenture
and shall more particularly mean Securities authenticated and delivered under
this Indenture, exclusive, however, of Securities of any series as to which
such Person is not Trustee.


 


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


 


“Significant Subsidiary” means any
Subsidiary which is a “significant subsidiary” (as defined in Article I, Rule
1-02 of Regulation S-X, promulgated under the Securities Act of 1933) of the
Company.


 


“Special Record Date” for the payment of any
Defaulted Interest on the Registered Securities of or within any series 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 or a coupon representing such installment of
interest as the fixed date on which the principal of such Security or such
installment of principal or interest is due and payable.


 


“Statistical Release” means the statistical
release designated “H.15(519)” or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which
reports yields on actively traded United States government securities adjusted
to constant maturities, or, if such statistical release is not published at the
time of any determination under the Indenture, then such other reasonably
comparable index which shall be designated by the Company.


 


“Subsidiary” means, with respect to the Company or a
Guarantor, a corporation or general partnership a majority of the outstanding
voting stock of which is owned or controlled, directly or indirectly, by the
Company or the Guarantor, as applicable, or by one or more other Subsidiaries
of the Company or the Guarantor.  For
the purposes of this definition, “voting stock” means having voting power for
the election of directors, general partners, trustees, managing members or
Persons performing similar functions, whether at all times or only so long as
no senior class of securities has such voting power by reason of any
contingency.


 


“Total Assets” means as of any date the sum of
(i) Undepreciated Real Estate Assets and (ii) all other assets of the
Company and its Subsidiaries determined on a consolidated basis in accordance
with GAAP (but excluding accounts receivable and intangibles).


 


“Trust Indenture Act” or “TIA” means
the Trust Indenture Act of 1939, as amended and as in force at the date as of
which this Indenture was executed, except as provided in Section 905.


 


11

















 


“Trustee” means the Person named as the “Trustee” in the
first paragraph of this Indenture 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;
provided, however, that if at any time there is more than one such Person,
“Trustee” as used with respect to the Securities of any series shall mean only
the Trustee with respect to Securities of that series.


 


“Undepreciated Real Estate Assets”
means as of any date the cost (i.e., original cost plus cost of capital
improvements) of real estate assets of the Company and its Subsidiaries on such
date, before depreciation and amortization, determined on a consolidated basis
in accordance with GAAP.


 


“Unencumbered Total Asset Value”
means as of any date the sum of the Total Assets which are unencumbered by any
mortgage, lien, charge, pledge or security interest.


 


“United States” means, unless otherwise specified
with respect to any Securities pursuant to Section 301, the United States of
America (including the states and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction.


 


“United States person” means, unless
otherwise specified with respect to any Securities pursuant to Section 301, an
individual who is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or an estate or trust the income of which is subject to United
States federal income taxation regardless of its source.


 


“Yield to Maturity” means the yield to maturity,
computed at the time of issuance of a Security (or, if applicable, at the most
recent redetermination of interest on such Security) and as set forth in such
Security in accordance with generally accepted United States bond yield
computation principles.


 


SECTION 102.  Compliance Certificates and Opinions.  Upon any application or request by the
Company to the Trustee to take any action under any provision of this
Indenture, the Company shall furnish to the Trustee an Officers’ Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.


 


Every certificate or
opinion with respect to compliance with a condition or covenant provided for in
this Indenture (including certificates delivered pursuant to Section 1010)
shall include:


 


12

















 


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


 


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


 


(3)           a statement that, in
the opinion of 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 condition or covenant 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 as 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, or a certificate or representations
by counsel, unless such officer knows, or in the exercise of reasonable care
should know, that the opinion, certificate or representations with respect to
the matters upon which his certificate or opinion is based are erroneous.  Any such Opinion of Counsel or certificate
or representations may be based, insofar as it relates to factual matters, upon
a certificate or opinion of, or representations by, an officer or officers of
the Company stating that the information as to such factual matters is in the
possession of the Company, unless such counsel knows that the certificate or
opinion or representations as 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.  (a) 
Any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be given or taken by Holders of the
Outstanding Securities of all series or one or more series, as the case may be,
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by agents duly appointed in
writing.  If Securities of a series are
issuable as Bearer Securities, any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders of Securities of such series may, alternatively, be
embodied in and evidenced by the record of Holders of Securities of such series
voting in favor thereof, either in person or by proxies duly appointed in
writing, at any meeting of Holders of Securities of such series duly called and
held in accordance


 


13

















 


with the provisions of
Article Fifteen, or a combination of such instruments and any such record.  Except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments or record or both are delivered to the Trustee and, where it is
hereby expressly required, to the Company. 
Such instrument or instruments and any such record (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
“Act” of the Holders signing such instrument or instruments or so voting at any
such meeting.  Proof of execution of any
such instrument or of a writing appointing any such agent, or of the holding by
any Person of a Security, shall be sufficient for any purpose of this Indenture
and conclusive in favor of the Trustee and the Company and any agent of the
Trustee or the Company, if made in the manner provided in this Section.  The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 1506.


 


Without limiting the
generality of this Section 104, unless otherwise provided in or pursuant to
this Indenture, a Holder, including a U.S. depository that is a Holder of a
global Security, may make, give or take, by a proxy or proxies duly appointed
in writing, any request, demand, authorization, direction, notice, consent,
waiver or other action provided in or pursuant to this Indenture to be made,
given or taken by Holders, and a U.S. depository that is a Holder of a global
Security may provide its proxy or proxies to the beneficial owners of interests
in any such global Security through such U.S. depository’s standing
instructions and customary practices.


 


The Trustee shall fix a
record date for the purpose of determining the Persons who are beneficial
owners of interests in any permanent global Security held by a U.S. depository
entitled under the procedures of such U.S. depository to make, give or take, by
a proxy or proxies duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other action provided in
or pursuant to this Indenture to be made, given or taken by Holders.  If such a record date is fixed, the Persons
who are beneficial owners of interests on such record date or their duly
appointed proxy or proxies, and only such Persons, shall be entitled to make,
give or take such request, demand, authorization, direction, notice, consent,
waiver or other Act, whether or not such Persons remain beneficial owners after
such record date.


 


(b)           The fact and date of
the execution by any Person of any such instrument or writing may be proved by
the affidavit of a witness of such execution or by a certificate of a notary
public or other officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument or writing acknowledged
to him the execution thereof.  Where
such execution is by 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 reasonable manner which the
Trustee deems sufficient.


 


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


 


(d)           The ownership of Bearer
Securities may be proved by the production of such Bearer Securities or by a
certificate executed, as depositary, by any trust company, bank, banker or
other depositary, wherever situated, if such certificate shall be deemed by the
Trustee to be


 


14

















 


satisfactory, showing that
at the date therein mentioned such Person had on deposit with such depositary,
or exhibited to it, the Bearer Securities therein described; or such facts may
be proved by the certificate or affidavit of the Person holding such Bearer
Securities, if such certificate or affidavit is deemed by the Trustee to be
reasonably satisfactory.  The Trustee
and the Company may assume that such ownership of any Bearer Security continues
until (1) another certificate or affidavit bearing a later date issued in respect
of the same Bearer Security is produced, or (2) such Bearer Security is
produced to the Trustee by some other Person, or (3) such Bearer Security is
surrendered in exchange for a Registered Security, or (4) such Bearer Security
is no longer Outstanding.  The ownership
of Bearer Securities may also be proved in any other reasonable manner which
the Trustee deems sufficient.


 


(e)           If the Company shall
solicit from the Holders of Registered Securities any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company
may, at its option, in or pursuant to a Board Resolution, fix in advance a
record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to do so. 
Notwithstanding TIA Section 316(c), such record date shall be the record
date specified in or pursuant to such Board Resolution, which shall be a date
not earlier than the date 30 days prior to the first solicitation of Holders
generally in connection therewith and not later than the date such solicitation
is completed.  If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act may be given before or after such record date, but only the
Holders of record at the close of business on such record date shall be deemed
to be Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or
other Act, and for that purpose the Outstanding Securities shall be computed as
of such record date; provided that no such authorization, agreement or consent
by the Holders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than
eleven months after the record date.


 


(f)            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, any Security Registrar, any Paying Agent,
any Authenticating Agent or the Company in reliance thereon, whether or not
notation of such action is made upon such Security.


 


SECTION 105.  Notices, etc., to Trustee and Company.  Any request, demand, authorization,
direction, notice, consent, waiver or Act of Holders or other document provided
or permitted by this Indenture to be made upon, given or furnished to, or filed
with,


 


(1)           the Trustee by any Holder
or by the Company shall be sufficient for every purpose hereunder if made,
given, furnished or filed in writing to or with the Trustee at its Corporate
Trust Office, Attention: Corporate Trust Department, or


 


15

















 


(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 Indenture,
Attention:  General Counsel, or at any
other address previously furnished in writing to the Trustee by the Company.


 


SECTION 106.  Notice to Holders; Waiver.  Where this Indenture provides for notice of
any event to Holders of Registered Securities by the Company or the Trustee,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each such
Holder affected by such event, at his address as it appears in the Security
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice.  In any case where notice to Holders of Registered Securities is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders of Registered Securities or the
sufficiency of any notice to Holders of Bearer Securities given as provided
herein.  Any notice mailed to a Holder
in the manner herein prescribed shall be conclusively deemed to have been
received by such Holder, whether or not such Holder actually receives such
notice.


 


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


 


Except as otherwise
expressly provided herein or otherwise specified with respect to any Securities
pursuant to Section 301, where this Indenture provides for notice to Holders of
Bearer Securities of any event, such notice shall be sufficiently given if
published in an Authorized Newspaper in The City of New York and in such other
city or cities as may be specified in such Securities on a Business Day, such
publication to be not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice.  Any such notice shall be deemed to have been
given on the date of such publication or, if published more than once, on the
date of the first such publication.


 


If by reason of the
suspension of publication of any Authorized Newspaper or Authorized Newspapers
or by reason of any other cause it shall be impracticable to publish any notice
to Holders of Bearer Securities as provided above, then such notification to
Holders of Bearer Securities as shall be given with the approval of the Trustee
shall constitute sufficient notice to such Holders for every purpose
hereunder.  Neither the failure to give
notice by publication to Holders of Bearer Securities as provided above, nor
any defect in any notice so published, shall affect the sufficiency of any
notice to Holders of Registered Securities given as provided herein.


 


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


 


16

















 


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


 


SECTION 107.  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 108.  Successors and Assigns.  All covenants and agreements in this
Indenture by the Company or a Guarantor shall bind their respective successors
and assigns, whether so expressed or not.


 


SECTION 109.  Separability Clause.  In case any provision in this Indenture or
in any Security or coupon shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


 


SECTION 110.  Benefits of Indenture.  Nothing in this Indenture or in the
Securities or coupons, express or implied, shall give to any Person, other than
the parties hereto, any Security Registrar, any Paying Agent, any Authenticating
Agent and their successors hereunder and the Holders any benefit or any legal
or equitable right, remedy or claim under this Indenture.


 


SECTION 111.  Governing Law.  This Indenture and the Securities and
coupons shall be governed by and construed in accordance with the law of the
State of New York applicable to agreements made or instruments entered into and
performed in said state.  This Indenture
is subject to the provisions of the TIA that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions.


 


SECTION 112.  Legal Holidays.  In any case where any Interest Payment Date,
Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or any Security or
coupon other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu hereof), payment of
interest or any Additional Amounts 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, Redemption Date, Repayment Date or
sinking fund payment date, or at the Stated Maturity or Maturity, provided that
no interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date, Redemption Date, Repayment Date, sinking fund
payment date, Stated Maturity or Maturity, as the case may be.


 


SECTION 113.  Judgment Currency.  To the fullest extent permitted by
applicable law, (a) if for the purpose of obtaining judgment in any court it is
necessary to convert the amount due in respect of the principal of, or premium
or interest, if any, on, or Additional Amounts with


 


17

















 


respect to, the
Securities of any series from the currency in which it is due (the “Required
Currency”) into a currency in which the judgment will be rendered (the
“Judgment Currency”), the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the New
York Banking Day preceding the day on which such judgment is given, and (b) the
Company’s obligations under this Indenture to make payments in the Required
Currency shall, despite any judgment in the Judgment Currency, be discharged by
a payment on account thereof in the Judgment Currency only to the extent that,
on the New York Banking Day following receipt of such payment in the Judgment
Currency, the Trustee may, in accordance with normal banking procedures,
purchase in The City of New York the Required Currency with the amount of the
Judgment Currency so paid; and if the amount of the Required Currency that may
be so purchased is less than the amount originally due in the Required
Currency, the Company shall have a separate and independent obligation, despite
any such payment or judgment, to indemnify the payee against such
deficiency.  For purposes of the
foregoing, “New York Banking Day” means any day other than a Saturday, Sunday,
legal holiday or other day on which banking institutions in The City of New
York are authorized or required by law, regulation or executive order to close.


 


 


ARTICLE TWO



SECURITIES FORMS


 


SECTION 201.  Forms of Securities.  The Registered Securities, if any, of each series
and the Bearer Securities, if any, of each series and related coupons shall be
in substantially the forms as shall be established in one or more indentures
supplemental hereto or approved from time to time by or pursuant to a Board
Resolution in accordance with Section 301, shall have such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture or any indenture supplemental hereto, and may have
such letters, numbers or other marks of identification or designation and such
legends or endorsements placed thereon as the Company may deem appropriate and
as are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Securities may be listed, or to conform to usage.


 


Unless otherwise
specified as contemplated by Section 301, Bearer Securities shall have interest
coupons attached.


 


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


 


SECTION 202.  Form of Trustee’s Certificate of
Authentication.  Subject to Section
611, the Trustee’s certificate of authentication shall be in substantially the
following form:


 


18

















 


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


 


	
   

  	
  U.S. BANK TRUST NATIONAL
  ASSOCIATION

  
	
   

  	
  as Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  



 


SECTION 203.  Securities Issuable in Global Form.  If Securities of or within a series are
issuable in global form, as specified as contemplated by Section 301, then,
notwithstanding clause (8) of Section 301 and the provisions of Section 302,
any such Security shall represent such of the Outstanding Securities of such
series as shall be specified therein and may provide that it shall represent
the aggregate amount of Outstanding Securities of such series from time to time
endorsed thereon and that the aggregate amount of Outstanding Securities of
such series represented thereby may from time to time be increased or decreased
to reflect exchanges.  Any endorsement
of a Security in global form to reflect the amount, or any increase or decrease
in the amount, of Outstanding Securities represented thereby shall be made by
the Trustee (or pursuant to its direction) in such manner and upon instructions
given by such Person or Persons as shall be specified therein or in the Company
Order to be delivered to the Trustee pursuant to Section 303 or 304.  Subject to the provisions of Section 303
and, if applicable, Section 304, the Trustee shall deliver and redeliver any
Security in permanent global form in the manner and upon instructions given by
the Person or Persons specified therein or in the applicable Company
Order.  If a Company Order pursuant to
Section 303 or 304 has been, or simultaneously is, delivered, any instructions
by the Company with respect to endorsement or delivery or redelivery of a Security
in global form shall be in writing but need not comply with Section 102 and
need not be accompanied by an Opinion of Counsel.


 


The provisions of the
last sentence of Section 303 shall apply to any Security represented by a
Security in global form if such Security was never issued and sold by the
Company and the Company delivers to the Trustee the Security in global form
together with written instructions (which need not comply with Section 102 and
need not be accompanied by an Opinion of Counsel) with regard to the reduction
in the principal amount of Securities represented thereby, together with the
written statement contemplated by the last sentence of Section 303.


 


Notwithstanding the
provisions of Section 307, unless otherwise specified as contemplated by
Section 301, payment of principal of and any premium and interest on any
Security in permanent global form shall be made to the Person or Persons
specified therein.


 


Notwithstanding the
provisions of Section 308 and except as provided in the preceding paragraph,
the Company, the Trustee and any agent of the Company and the Trustee shall
treat as the Holder of such principal amount of Outstanding Securities
represented by a permanent global Security (i) in the case of a permanent
global Security in registered form, the Holder of such permanent global
Security in registered form or (ii) in the case of a permanent global Security
in bearer form held by Euroclear (or a depository on its behalf), Euroclear,
or, in the case of a


 


19

















 


permanent global Security
in bearer form held by Cedelbank (or a depository on its behalf), Cedelbank.


 


 


ARTICLE THREE



THE SECURITIES


 


SECTION 301.  Amount Unlimited; Issuable in Series.  The aggregate principal amount of Securities
which may be authenticated and delivered under this Indenture is unlimited.


 


The Securities may be
issued in one or more series.  There
shall be established in one or more Board Resolutions or pursuant to authority
granted by one or more Board Resolutions 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, any or all of the following, as
applicable (each of which (except for the matters set forth in clauses (1), (2)
and (15) below), if so provided, may be determined from time to time by the
Company with respect to unissued Securities of the series when issued from time
to time):


 


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


 


(2)           any limit upon the
aggregate principal amount of the Securities of the series that 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, 1107 or 1305);


 


(3)           the date or dates, or the
method by which such date or dates will be determined, on which the principal
of the Securities of the series shall be payable;


 


(4)           the rate or rates at
which the Securities of the series shall bear interest, if any, or the method
by which such rate or rates shall be determined, the date or dates from which
such interest shall accrue or the method by which such date or dates shall be
determined, the Interest Payment Dates on which such interest will be payable
and the Regular Record Date, if any, for the interest payable on any Registered
Security on any Interest Payment Date, or the method by which such date shall
be determined, and the basis upon which interest shall be calculated if other
than that of a 360-day year of twelve 30-day months;


 


(5)           the place or places, if
any, other than or in addition to the Borough of Manhattan, The City of New
York, where the principal of and premium, if any, and interest on, and any
Additional Amounts payable in respect of, Securities of the series shall be
payable, any Registered Securities of the series may be surrendered for
registration of transfer, Securities of the series may be surrendered for
exchange or conversion and notices or demands to or upon the Company in respect
of Securities of the series and this Indenture may be served;


 


20

















 


(6)           the period or periods
within which, or the date or dates on which, the price or prices at which, the
currency in which, and other terms and conditions upon which Securities of the
series may be redeemed, in whole or in part, at the option of the Company, if
the Company is to have the option;


 


(7)           the obligation, if any,
of the Company to redeem, repay or purchase Securities of the series pursuant
to any sinking fund or analogous provision or at the option of a Holder
thereof, and the period or periods within which or the date or dates on which,
the price or prices at which, the currency or currencies in which, and other
terms and conditions upon which Securities of the series shall be redeemed,
repaid or purchased, in whole or in part, pursuant to such obligation;


 


(8)           if other than
denominations of $1,000 and any integral multiple thereof, the denominations in
which any Registered Securities of the series shall be issuable and, if other
than the denomination of $5,000, the denomination or denominations in which any
Bearer Securities of the series shall be issuable;


 


(9)           if other than the
Trustee, the identity of each Security Registrar and/or Paying Agent;


 


(10)         if other than the principal
amount thereof, the portion of the principal amount of Securities of the series
that shall be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 502 or, if applicable, the portion of the principal amount
of Securities of the series that is convertible in accordance with the
provisions of this Indenture, or the method by which such portion shall be
determined;


 


(11)         if other than Dollars,
the Foreign Currency or Currencies in which payment of the principal of (and premium,
if any) or interest or Additional Amounts, if any, on the Securities of the
series shall be payable or in which the Securities of the series shall be
denominated;


 


(12)         whether the amount of
payments of principal of (and premium, if any) or interest, if any, on the
Securities of the series may be determined with reference to an index, formula
or other method (which index, formula or method may be based, without
limitation, on one or more currencies, commodities, equity indices or other
indices), and the manner in which such amounts shall be determined;


 


(13)         whether the principal of
(and premium, if any) or interest or Additional Amounts, if any, on the
Securities of the series are to be payable, at the election of the Company or a
Holder thereof, in a currency or currencies other than that in which such
Securities are payable in the absence of the making of such an election, the
period or periods within which or the date or dates on which, and the terms and
conditions upon which, such election may be made, and the time and manner of,
and identity of the exchange rate agent with responsibility for, determining
the exchange rate between the currency or currencies in which such Securities
are payable in the absence of the making of such an election and the currency
or currencies in which such Securities are to be payable upon the making of
such an election;


 


21

















 


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


 


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


 


(16)         whether Securities of the
series are to be issuable as Registered Securities, Bearer Securities (with or
without coupons) or both, any restrictions applicable to the offer, sale or
delivery of Bearer Securities and the terms upon which Bearer Securities of the
series may be exchanged for Registered Securities of the series and vice versa
(if permitted by applicable laws and regulations), whether any Securities of
the series are to be issuable initially in temporary global form and whether
any Securities of the series are to be issuable in permanent global form with
or without coupons and, if so, whether beneficial owners of interests in any
such permanent global Security may exchange such interests for Securities of
such series and of like tenor of any authorized form and denomination and the
circumstances under which any such exchanges may occur, if other than in the
manner provided in Section 305, and, if Registered Securities of the series are
to be issuable as a global Security, the identity of the depositary for such
series;


 


(17)         the date as of which any
Bearer Securities of the series and any temporary global Security representing
Outstanding Securities of the series shall be dated if other than the date of
original issuance of the first Security of the series to be issued;


 


(18)         the Person to whom any
interest on any Registered 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, the manner in which, or the Person to whom, any interest on
any Bearer Security of the series shall be payable, if otherwise than upon presentation
and surrender of the coupons appertaining thereto as they severally mature, and
the extent to which, or the manner in which, any interest payable on a
temporary global Security on an Interest Payment Date will be paid if other
than in the manner provided in Section 304;


 


(19)         the applicability, if
any, of Sections 1402 and/or 1403 to the Securities of the series and any
provisions in modification of, in addition to or in lieu of any of the
provisions of Article Fourteen;


 


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


 


(21)         if the Securities of the
series are to be issued upon the exercise of warrants, the time, manner and
place for such Securities to be authenticated and delivered;


 


22

















 


(22)         whether and under what
circumstances the Company will pay Additional Amounts as contemplated by
Section 1011 on the Securities of the series to any Holder who is not a United
States person (including any modification to the definition of such term) in
respect of any tax, assessment or governmental charge and, if so, whether the
Company will have the option to redeem such Securities rather than pay such
Additional Amounts (and the terms of any such option);


 


(23)         the obligation, if any,
of the Company to permit the conversion of the Securities of such series into
the Company’s Common Shares or Preferred Shares, as the case may be, and the
terms and conditions upon which such conversion shall be effected (including,
without limitation, the initial conversion price or rate, the conversion
period, any adjustment of the applicable conversion price and any requirements
relative to the reservation of such shares for purposes of conversion);


 


(24)         if convertible, in
connection with the preservation of the Company’s status as a real estate
investment trust under the applicable provisions of the Internal Revenue Code
of 1986, as amended, any applicable limitations on the ownership or
transferability of the Common Shares or Preferred Shares into which such series
of Securities is convertible;


 


(25)         whether and to what
extent the Securities of such series will be guaranteed by a Guarantor and the
identity of such Guarantor; and


 


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


 


All Securities of any one
series and the coupons appertaining to any Bearer Securities of such series
shall be substantially identical except, in the case of Registered Securities,
as to denomination and except as may otherwise be provided in or pursuant to
such Board Resolution (subject to Section 303) and set forth in such Officers’
Certificate or in any such indenture supplemental hereto.  All Securities of any one series need not be
issued at the same time and, unless otherwise provided, a series may be
reopened, without the consent of the Holders, for issuances of additional
Securities of such series.


 


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


 


SECTION 302.  Denominations.  The Securities of each series shall be
issuable in such denominations as shall be specified as contemplated by Section
301.  With respect to Securities of any
series denominated in Dollars, in the absence of any such provisions with
respect to the Securities of any series, the Registered Securities of such
series, other than Registered Securities issued in global form (which may be of
any denomination), shall be issuable in denominations of $1,000 and any
integral multiple thereof and the Bearer Securities of such series, other than


 


23

















 


Bearer Securities issued
in global form (which may be of any denomination), shall be issuable in
denominations of $5,000.


 


SECTION 303.  Execution, Authentication, Delivery and
Dating.  The Securities and any
coupons appertaining thereto shall be executed on behalf of the Company by its
Chairman of the Board, its Chief Executive Officer, its President or one of its
Executive Vice Presidents, under its corporate seal reproduced thereon, and
attested by its Secretary or one of its Assistant Secretaries.  The signature of any of these officers on
the Securities and coupons may be manual or facsimile signatures of the present
or any future such authorized officer and may be imprinted or otherwise
reproduced on the Securities.


 


Securities or coupons
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 or coupons.


 


At any time and from time
to time after the execution and delivery of this Indenture, the Company may
deliver Securities of any series, together with any coupon appertaining
thereto, 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; provided, however, that, in connection with its
original issuance, no Bearer Security shall be mailed or otherwise delivered to
any location in the United States; and provided further that, unless otherwise
specified with respect to any series of Securities pursuant to Section 301, a
Bearer Security may be delivered in connection with its original issuance only
if the Person entitled to receive such Bearer Security shall have furnished a
certificate to Euroclear or Cedelbank, as the case may be, in the form set
forth in Exhibit A-1 to this Indenture or such other certificate as may be
specified with respect to any series of Securities pursuant to Section 301,
dated no earlier than 15 days prior to the earlier of the date on which such
Bearer Security is delivered and the date on which any temporary Security first
becomes exchangeable for such Bearer Security in accordance with the terms of
such temporary Security and this Indenture. 
If any Security shall be represented by a permanent global Bearer
Security, then, for purposes of this Section and Section 304, the notation of a
beneficial owner’s interest therein upon original issuance of such Security or
upon exchange of a portion of a temporary global Security shall be deemed to be
delivery in connection with its original issuance of such beneficial owner’s
interest in such permanent global Security. 
Except as permitted by Section 306, the Trustee shall not authenticate
and deliver any Bearer Security unless all appurtenant coupons for interest
then matured have been detached and canceled.


 


If all the Securities of
any series are not to be issued at one time and if the Board Resolution or
supplemental indenture establishing such series shall so permit, such Company
Order may set forth procedures acceptable to the Trustee for the issuance of
such Securities and determining the terms of particular Securities of such
series, such as interest rate or formula, maturity date, redemption or
repayment provisions, currency of denomination and payment, date of issuance
and date from which interest shall accrue. 
In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities and


 


24

















 


any coupons appertaining
thereto, the Trustee shall be entitled to receive, and (subject to TIA Section
315(a) through 315(d)) shall be fully protected in relying upon,


 


(i)            an Opinion of Counsel
stating that


 


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


 


(b)           the terms of such
Securities and any coupons have been established in conformity with the
provisions of this Indenture; and


 


(c)           such Securities,
together with any coupons appertaining thereto, when completed by appropriate
insertions and executed and delivered by the Company to the Trustee for
authentication in accordance with this Indenture, authenticated and delivered
by the Trustee in accordance with this Indenture and issued by the Company in
the manner and subject to any conditions specified in such Opinion of Counsel,
will constitute legal, valid and binding obligations of the Company,
enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency, reorganization and other similar laws of general applicability
relating to or affecting the enforcement of creditors’ rights generally and to
general equitable principles, and will entitle the Holders thereof to the
benefits of this Indenture and any related Guarantee issued pursuant hereto;
and


 


(ii)           an Officers’
Certificate stating that all conditions precedent provided for in this
Indenture relating to the issuance of the Securities have been complied with
and that, to the best of the knowledge of the signers of such certificate, no
Event of Default with respect to any of the Securities shall have occurred and
be continuing.


 


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, obligations 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 second preceding paragraph, if all the
Securities of any series are not to be issued at one time, it shall not be
necessary to deliver an Officers’ Certificate otherwise required pursuant to
Section 301 or a Company Order, or an Opinion of Counsel or an Officers’
Certificate otherwise required pursuant to the second preceding paragraph at
the time of issuance of each Security of such series, but such order, opinion
and certificates, with appropriate modifications to cover such future
issuances, shall be delivered at or before the time of issuance of the first
Security of such series.  After any such
first delivery, any separate request by the Company that the Trustee
authenticate Securities of such series for original issue will be deemed to be
a certification by the Company that all conditions precedent provided for in
this Indenture relating to authentication and delivery of such Securities
continue to have been complied with.


 


25

















 


Each Registered Security
shall be dated the date of its authentication and each Bearer Security shall be
dated as of the date specified as contemplated by Section 301.


 


No Security or coupon
shall be entitled to any benefit under this Indenture or any related Guarantee
or be valid or obligatory for any purpose unless there appears on such Security
or Security to which such coupon appertains a certificate of authentication
substantially in the form provided for herein duly executed by the Trustee by
manual signature of an authorized signatory, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture and any related Guarantee.  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 together with a written
statement (which need not comply with Section 102 and need not be accompanied
by an Opinion of Counsel) stating that such Security has never been issued and
sold by the Company, the Trustee shall be fully justified in relying thereon
and in cancelling such Security and 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 and any
related Guarantee.


 


SECTION 304.  Temporary Securities.  (a) 
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, in registered form, or, if authorized, in bearer form with one or
more coupons or without coupons, and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as conclusively evidenced by their execution of such
Securities.  In the case of Securities
of any series, such temporary Securities may be in global form.


 


Except in the case of
temporary Securities in global form (which shall be exchanged in accordance
with Section 304(b) or as otherwise provided in or pursuant to a Board
Resolution), 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 (accompanied by any non-matured
coupons appertaining thereto), the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of the same series of authorized denominations; provided,
however, that no definitive Bearer Security shall be delivered in exchange for
a temporary Registered Security; and provided further that a definitive Bearer
Security shall be delivered in exchange for a temporary Bearer Security only in
compliance with the conditions set forth in Section 303.  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.


 


26

















 


(b)           Unless otherwise
provided in or pursuant to a Board Resolution, this Section 304(b) shall govern
the exchange of temporary Securities issued in global form other than through
the facilities of The Depository Trust Company (“DTC”).  If any such temporary Security is issued in
global form, then such temporary global Security shall, unless otherwise
provided therein, be delivered to the London office of a depositary or common
depositary (the “Common Depositary”), for the benefit of Euroclear and
Cedelbank, for credit to the respective accounts of the beneficial owners of
such Securities (or to such other accounts as they may direct).


 


Without unnecessary delay
but in any event not later than the date specified in, or determined pursuant
to the terms of, any such temporary global Security (the “Exchange Date”),
the Company shall deliver to the Trustee definitive Securities, in aggregate
principal amount equal to the principal amount of such temporary global
Security, executed by the Company.  On
or after the Exchange Date, such temporary global Security shall be surrendered
by the Common Depositary to the Trustee, as the Company’s agent for such
purpose, to be exchanged, in whole or from time to time in part, for definitive
Securities without charge, and the Trustee shall authenticate and deliver (subject
to the Trustee’s receipt of sufficient delivery instructions from, or provided
by or on behalf of, the Common Depositary), in exchange for each portion of
such temporary global Security, an equal aggregate principal amount of
definitive Securities of the same series of authorized denominations and of
like tenor as the portion of such temporary global Security to be
exchanged.  The definitive Securities to
be delivered in exchange for any such temporary global Security shall be in
bearer form, registered form, permanent global bearer form or permanent global
registered form, or any combination thereof, as specified as contemplated by
Section 301, and, if any combination thereof is so specified, as requested by
the beneficial owner thereof (as identified or provided to the Trustee by the
Common Depositary, or by Euroclear or Cedelbank, as applicable); provided,
however, that, unless otherwise specified in such temporary global Security,
upon such presentation by the Common Depositary, such temporary global Security
shall be accompanied by a certificate dated the Exchange Date or a subsequent
date and signed by Euroclear as to the portion of such temporary global
Security held for its account then to be exchanged and a certificate dated the
Exchange Date or a subsequent date and signed by Cedelbank as to the portion of
such temporary global Security held for its account then to be exchanged, each
in the form set forth in Exhibit A-2 to this Indenture or in such other form as
may be established pursuant to Section 301; and provided further that
definitive Bearer Securities shall be delivered in exchange for a portion of a
temporary global Security only in compliance with the requirements of Section
303.


 


Unless otherwise
specified in such temporary global Security, the interest of a beneficial owner
of Securities of a series in a temporary global Security shall be exchanged for
definitive Securities of the same series and of like tenor following the
Exchange Date when the account holder instructs Euroclear or Cedelbank, as the
case may be, to request such exchange on his behalf and delivers to Euroclear
or Cedelbank, as the case may be, a certificate in the form set forth in
Exhibit A-1 to this Indenture (or in such other form as may be established
pursuant to Section 301), dated no earlier than 15 days prior to the Exchange
Date, copies of which certificate shall be available from the offices of
Euroclear and Cedelbank, the Trustee, any


 


27

















 


Authenticating Agent appointed
for such series of Securities and each Paying Agent.  Unless otherwise specified in such temporary global Security, any
such exchange shall be made free of charge to the beneficial owners of such
temporary global Security, except that a Person receiving definitive Securities
must bear the cost of insurance, postage, transportation and the like unless
such Person takes delivery of such definitive Securities in person at the
offices of Euroclear or Cedelbank.  Definitive
Securities in bearer form to be delivered in exchange for any portion of a
temporary global Security shall be delivered only outside the United States.


 


Until exchanged in full
as hereinabove provided, the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of the same series and of like tenor authenticated and delivered
hereunder, except that, unless otherwise specified as contemplated by Section
301, interest payable on a temporary global Security on an Interest Payment
Date for Securities of such series occurring prior to the applicable Exchange
Date shall be payable to Euroclear and Cedelbank on such Interest Payment Date
upon delivery by Euroclear and Cedelbank to the Trustee of a certificate or certificates
in the form set forth in Exhibit A-2 to this Indenture (or in such other forms
as may be established pursuant to Section 301), for credit without further
interest on or after such Interest Payment Date to the respective accounts of
Persons who are the beneficial owners of such temporary global Security on such
Interest Payment Date and who have each delivered to Euroclear or Cedelbank, as
the case may be, a certificate dated no earlier than 15 days prior to the
Interest Payment Date occurring prior to such Exchange Date in the form set
forth as Exhibit A-1 to this Indenture (or in such other forms as may be
established pursuant to Section 301). 
Notwithstanding anything to the contrary herein contained, the certifications
made pursuant to this paragraph shall satisfy the certification requirements of
the preceding two paragraphs of this Section 304(b) and of the third paragraph
of Section 303 of this Indenture (in each case, without delivery of a
certificate in the form of Exhibit A-1) and the interests of the Persons who
are the beneficial owners of the temporary global Security with respect to
which such certification was made will be exchanged for definitive Securities
of the same series and of like tenor on the Exchange Date or the date of certification
if such date occurs after the Exchange Date, without further act or deed by
such beneficial owners.  Except as
otherwise provided in this paragraph, no payments of principal or interest
owing with respect to a beneficial interest in a temporary global Security will
be made unless and until such interest in such temporary global Security shall
have been exchanged for an interest in a definitive Security.  Any interest so received by Euroclear and
Cedelbank and not paid as herein provided shall be returned to the Trustee
prior to the expiration of two years after such Interest Payment Date in order
to be repaid to the Company (subject, however, to any abandoned property laws
that may be applicable).


 


SECTION 305.  Registration, Registration of Transfer and
Exchange.  The Company shall cause
to be kept at the Corporate Trust Office of the Trustee or in any office or
agency of the Company in a Place of Payment a register for each series of
Securities (the registers maintained in such office or in any such office or
agency of the Company in a Place of Payment being herein sometimes referred to
collectively as the “Security Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Registered Securities and of transfers of Registered
Securities.  The Security Register shall
be in written form or any other form capable of being converted into written
form within a reasonable


 


28

















 


time.  The Trustee, at its Corporate Trust Office,
is hereby initially appointed “Security Registrar” for the purpose of
registering Registered Securities and transfers of Registered Securities on
such Security Register as herein provided. 
In the event that the Trustee shall cease to be Security Registrar, it
shall have the right to examine the Security Register at all reasonable times.


 


Subject to the provisions
of this Section 305, upon surrender for registration of transfer of any
Registered Security of any series at any 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 Registered Securities of the same series, of any
authorized denominations and of a like aggregate principal amount, bearing a
number not contemporaneously outstanding, and containing identical terms and
provisions.


 


Subject to the provisions
of this Section 305, at the option of the Holder, Registered Securities of any
series may be exchanged for other Registered Securities of the same series, of
any authorized denomination or denominations and of a like aggregate principal
amount, containing identical terms and provisions, upon surrender of the
Registered Securities to be exchanged at any such office or agency.  Whenever any such Registered Securities are
so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities which the Holder making the
exchange is entitled to receive.  Unless
otherwise specified with respect to any series of Securities as contemplated by
Section 301, Bearer Securities may not be issued in exchange for Registered
Securities.


 


If (but only if) permitted
by the applicable Board Resolution and (subject to Section 303) set forth in
the applicable Officers’ Certificate, or in any indenture supplemental hereto,
delivered as contemplated by Section 301, at the option of the Holder, Bearer
Securities of any series may be exchanged for Registered Securities of the same
series of any authorized denominations and of a like aggregate principal amount
and tenor, upon surrender of the Bearer Securities to be exchanged at any such
office or agency, with all unmatured coupons and all matured coupons in default
thereto appertaining.  If the Holder of
a Bearer Security is unable to produce any such unmatured coupon or coupons or
matured coupon or coupons in default, any such permitted exchange may be
effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Company in an amount equal to the face amount of such missing
coupon or coupons, or the surrender of such missing coupon or coupons may be
waived by the Company and the Trustee if there is furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless.  If thereafter the
Holder of such Security shall surrender to any Paying Agent any such missing
coupon in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment; provided, however,
that, except as otherwise provided in Section 1002, interest represented by
coupons shall be payable only upon presentation and surrender of those coupons
at an office or agency located outside the United States.  Notwithstanding the foregoing, in case a
Bearer Security of any series is surrendered at any such office or agency in a
permitted exchange for a Registered Security of the same series and like tenor
after the close of business at such office or agency on (i) any Regular Record
Date and before the opening of business at such office or agency on the


 


29

















 


relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at
such office or agency on the related proposed date for payment of Defaulted
Interest, such Bearer Security shall be surrendered without the coupon relating
to such Interest Payment Date or proposed date for payment, as the case may be,
and interest or Defaulted Interest, as the case may be, will not be payable on
such Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture. 
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.


 


Notwithstanding the
foregoing, except as otherwise specified as contemplated by Section 301, any
permanent global Security shall be exchangeable only as provided in this
paragraph.  If the depositary for any
permanent global Security is DTC, then, unless the terms of such global
Security expressly permit such global Security to be exchanged in whole or in
part for definitive Securities, a global Security may be transferred, in whole
but not in part, only to a nominee of DTC, or by a nominee of DTC to DTC, or to
a successor to DTC for such global Security selected or approved by the Company
or to a nominee of such successor to DTC. 
If at any time DTC notifies the Company that it is unwilling or unable
to continue as depositary for the applicable global Security or Securities or
if at any time DTC ceases to be a clearing agency registered under the
Securities Exchange Act of 1934 if so required by applicable law or regulation,
the Company shall appoint a successor depositary with respect to such global
Security or Securities.  If (x) a
successor depositary for such global Security or Securities is not appointed by
the Company within 90 days after the Company receives such notice or becomes
aware of such unwillingness, inability or ineligibility, (y) an Event of
Default has occurred and is continuing and the beneficial owners representing a
majority in principal amount of the applicable series of Securities represented
by such global Security or Securities advise DTC to cease acting as depositary
for such global Security or Securities or (z) the Company, in its sole
discretion, determines at any time that all Outstanding Securities (but not
less than all) of any series issued or issuable in the form of one or more
global Securities shall no longer be represented by such global Security or
Securities, then the Company shall execute, and the Trustee shall authenticate
and deliver definitive Securities of like series, rank, tenor and terms in
definitive form in an aggregate principal amount equal to the principal amount
of such global Security or Securities. 
If any beneficial owner of an interest in a permanent global Security is
otherwise entitled to exchange such interest for Securities of such series and
of like tenor and principal amount of another authorized form and denomination,
as specified as contemplated by Section 301 and provided that any applicable
notice provided in the permanent global Security shall have been given, then
without unnecessary delay but in any event not later than the earliest date on
which such interest may be so exchanged, the Company shall execute, and the
Trustee shall authenticate and deliver (subject to receipt of adequate
instructions as to such beneficial ownership from DTC or the Company)
definitive Securities in aggregate principal amount equal to the principal
amount of such beneficial owner’s interest in such permanent global
Security.  On or after the earliest date
on which such interests may be so exchanged, such permanent global Security
shall be surrendered for exchange by DTC or such other depositary as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company’s agent for such


 


30

















 


purpose; provided,
however, that no such exchanges may occur during a period beginning at the
opening of business 15 days before any selection of Securities to be redeemed
and ending on the relevant Redemption Date if the Security for which exchange
is requested may be among those selected for redemption; and provided further
that no Bearer Security delivered in exchange for a portion of a permanent
global Security shall be mailed or otherwise delivered to any location in the
United States.  If a Registered Security
is issued in exchange for any portion of a permanent global Security after the
close of business at the office or agency where such exchange occurs on (i) any
Regular Record Date and before the opening of business at such office or agency
on the relevant Interest Payment Date, or (ii) any Special Record Date and
before the opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, interest or Defaulted Interest, as the
case may be, will not be payable on such Interest Payment Date or proposed date
for payment, as the case may be, in respect of such Registered Security, but
will be payable on such Interest Payment Date or proposed date for payment, as
the case may be, only to the Person to whom interest in respect of such portion
of such permanent global Security is payable in accordance with the provisions
of this Indenture.


 


All Securities issued
upon any registration of transfer or exchange of Securities shall be the valid
obligations of the Company, 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 Registered Security
presented or surrendered for registration of transfer or for exchange or
redemption shall (if so required by the Company or the Security Registrar) 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, 1107
or 1305 not involving any transfer.


 


The Company or the
Trustee, as applicable, shall not be required (i) to issue, register the
transfer of or exchange any Security if such Security may be among those
selected for redemption during a period beginning at the opening of business 15
days before selection of the Securities to be redeemed under Section 1103 and
ending at the close of business on (A) if such Securities are issuable only as
Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if such Securities are issuable as Bearer Securities, the
day of the first publication of the relevant notice of redemption or, if such
Securities are also issuable as Registered Securities and there is no
publication, the mailing of the relevant notice of redemption, or (ii) to
register the transfer of or exchange any Registered Security so selected for
redemption in whole or in part, except, in the case of any Registered Security
to be redeemed in part, the portion thereof not to be redeemed, or (iii) to
exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of that series and
like tenor, provided that such Registered Security shall be simultaneously


 


31

















 


surrendered for
redemption, or (iv) to issue, register the transfer of or exchange any Security
which has been surrendered for repayment at the option of the Holder, except
the portion, if any, of such Security not to be so repaid.


 


SECTION 306.  Mutilated, Destroyed, Lost and Stolen
Securities.  If any mutilated
Security or a Security with a mutilated coupon appertaining to it is
surrendered to the Trustee or the Company, together with, in proper cases, such
security or indemnity as may be required by the Company or the Trustee to save
each of them or any agent of either of them harmless, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and principal amount, containing identical terms
and provisions and bearing a number not contemporaneously outstanding, with
coupons corresponding to the coupons, if any, appertaining to the surrendered
Security.


 


If there shall be
delivered to the Company and to the Trustee (i) evidence to their satisfaction
of the destruction, loss or theft of any Security or coupon, and (ii) such
security or indemnity as may be reasonably 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 or coupon has been acquired by
a bona fide purchaser, the Company shall execute and upon its request the
Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or
stolen Security or in exchange for the Security to which a destroyed, lost or
stolen coupon appertains (with all appurtenant coupons not destroyed, lost or
stolen), a new Security of the same series and principal amount, containing
identical terms and provisions and bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining to
such destroyed, lost or stolen Security or to the Security to which such
destroyed, lost or stolen coupon appertains.


 


Notwithstanding the
provisions of the previous two paragraphs, in case any such mutilated,
destroyed, lost or stolen Security or coupon has become or is about to become
due and payable, the Company in its discretion may, instead of issuing a new
Security, with coupons corresponding to the coupons, if any, appertaining to
such destroyed, lost or stolen Security or to the Security to which such
destroyed, lost or stolen coupon appertains, pay such Security or coupon;
provided, however, that payment of principal of (and premium, if any), any
interest on and any Additional Amounts with respect to, Bearer Securities
shall, except as otherwise provided in Section 1002, be payable only at an
office or agency located outside the United States and, unless otherwise
specified as contemplated by Section 301, any interest on Bearer Securities
shall be payable only upon presentation and surrender of the coupons
appertaining thereto.


 


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 with its coupons, if any, issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security, or in exchange for a Security to which a


 


32

















 


destroyed, lost or stolen
coupon appertains, shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen
Security and its coupons, if any, or the destroyed, lost or stolen coupon shall
be at any time enforceable by anyone, and shall be entitled to all the benefits
of this Indenture and any related Guarantees equally and proportionately with
any and all other Securities of that series and their coupons, if any, 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 or coupons.


 


SECTION 307.  Payment of Interest; Interest Rights
Preserved.  Except as otherwise
specified with respect to a series of Securities in accordance with the
provisions of Section 301, interest on any Registered Security that 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 at the office or agency of the Company maintained for such
purpose pursuant to Section 1002; provided, however, that each installment of
interest on any Registered Security may at the Company’s option be paid by (i)
mailing a check for such interest, payable to or upon the written order of the
Person entitled thereto pursuant to Section 308, to the address of such Person
as it appears on the Security Register or (ii) transfer to an account
maintained by the payee located inside the United States.


 


Unless otherwise provided
as contemplated by Section 301 with respect to the Securities of any series,
payment of interest may be made, in the case of a Bearer Security and at the
Company’s option, by transfer to an account maintained by the payee with a bank
located outside the United States.


 


Unless otherwise provided
as contemplated by Section 301, every permanent global Security will provide
that interest, if any, payable on any Interest Payment Date will be paid to
DTC, Euroclear and/or Cedelbank, as the case may be, with respect to that
portion of such permanent global Security held for its account by Cede &
Co. or the Common Depositary, as the case may be, for the purpose of permitting
such party to credit the interest received by it in respect of such permanent
global Security to the accounts of the beneficial owners thereof.


 


In case a Bearer Security
of any series is surrendered in exchange for a Registered Security of such
series after the close of business (at an office or agency in a Place of
Payment for such series) on any Regular Record Date and before the opening of
business (at such office or agency) on the next succeeding Interest Payment
Date, such Bearer Security shall be surrendered without the coupon relating to
such Interest Payment Date and interest will not be payable on such Interest
Payment Date in respect of the Registered Security issued in exchange for such
Bearer Security, but will be payable only to the Holder of such coupon when due
in accordance with the provisions of this Indenture.


 


33

















 


Except as otherwise
specified with respect to a series of Securities in accordance with the
provisions of Section 301, any interest on any Registered Security of any
series that 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 thereof on the relevant Regular
Record Date by virtue of having been such Holder, and such Defaulted Interest
may be paid by the Company, at its election in each case, as provided in clause
(1) or (2) below:


 


(1)           The Company may elect
to make payment of any Defaulted Interest to the Persons in whose names the
Registered 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 Registered Security of such series and the date of the proposed
payment (which shall not be less than 20 days after such notice is received by
the Trustee), and at the same time the Company shall deposit with the Trustee
an amount of money in the currency or currencies in which the Securities of
such series are payable (except as otherwise specified pursuant to Section 301
for the Securities of such series) equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit on or prior to the date of the
proposed payment, such money when deposited to be held in trust for the benefit
of the Persons entitled to such Defaulted Interest as in this clause
provided.  Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. 
The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to each Holder of
Registered Securities of such series at his address as it appears in the
Security Register not less than 10 days prior to such Special Record Date.  The Trustee may, in its discretion, in the
name and at the expense of the Company, cause a similar notice to be published
at least once in an Authorized Newspaper in each Place of Payment, but such
publications shall not be a condition precedent to the establishment of such
Special Record Date.  Notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor having been mailed as aforesaid, such Defaulted Interest shall be paid
to the Persons in whose names the Registered 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).  In case a
Bearer Security of any series is surrendered at the office or agency in a Place
of Payment for such series in exchange for a Registered Security of such series
after the close of business at such office or agency on any Special Record Date
and before the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such proposed date of payment and
Defaulted Interest will not be payable on such proposed date of payment in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.


 


34

















 


(2)           The Company may make
payment of any Defaulted Interest on the Registered 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 and Section 305, 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 Registered
Security for registration of transfer, the Company, any Guarantor, the Trustee
and any agent of the Company, any Guarantor or the Trustee may treat the Person
in whose name such Registered Security is registered as the owner of such
Security for the purpose of receiving payment of principal of (and premium, if
any), and (subject to Sections 305 and 307) interest on, such Registered Security
and for all other purposes whatsoever, whether or not such Registered Security
be overdue, and neither the Company, any Guarantor, the Trustee nor any agent
of the Company, any Guarantor or the Trustee shall be affected by notice to the
contrary.


 


Title to any Bearer
Security and any coupons appertaining thereto shall pass by delivery.  The Company, any Guarantor, the Trustee and
any agent of the Company, any Guarantor or the Trustee may treat the Holder of
any Bearer Security and the Holder of any coupon as the absolute owner of such
Security or coupon for the purpose of receiving payment thereof or on account
thereof and for all other purposes whatsoever, whether or not such Security or
coupon be overdue, and neither the Company, any Guarantor, the Trustee nor any
agent of the Company, any Guarantor or the Trustee shall be affected by notice
to the contrary.


 


None of the Company, any
Guarantor, the Trustee, any Paying Agent or the Security Registrar will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Security in
global form or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.


 


Notwithstanding the
foregoing, with respect to any global Security, nothing herein shall prevent
the Company, any Guarantor, the Trustee, or any agent of the Company, any
Guarantor or the Trustee, from giving effect to any written certification,
proxy or other authorization furnished by any depositary, as a Holder, with
respect to such global Security or impair, as between such depositary and
owners of beneficial interests in such global Security, the operation of
customary practices governing the exercise of the rights of such depositary (or
its nominee) as Holder of such global Security.


 


SECTION 309.  Cancellation.  All Securities and coupons surrendered for
payment, redemption, repayment at the option of the Holder, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the


 


35

















 


Trustee, be delivered to
the Trustee, and any such Securities and coupons and Securities and coupons
surrendered directly to the Trustee for any such purpose shall be promptly
canceled 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 canceled by the Trustee.  If the Company shall so acquire any of the
Securities, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and
until the same are surrendered to the Trustee for cancellation.  No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture.  Canceled Securities and coupons held by the Trustee shall be
destroyed by the Trustee and the Trustee shall deliver a certificate of such
destruction to the Company, unless by a Company Order the Company directs their
return to it.


 


SECTION 310.  Computation of Interest.  Except as otherwise specified as
contemplated by Section 301 with respect to Securities of any series, interest
on the Securities of each series shall be computed on the basis of a 360-day
year consisting of twelve 30-day months.


 


 


ARTICLE FOUR



SATISFACTION AND DISCHARGE


 


SECTION 401.  Satisfaction and Discharge of Indenture.  This Indenture shall upon Company Request
cease to be of further effect with respect to any series of Securities
specified in such Company Request (except as to any surviving rights of
registration of transfer or exchange of Securities of such series herein
expressly provided for, any right to receive Additional Amounts, as provided in
Section 1011, and any right to convert Securities in accordance with their
terms), and the Trustee, upon receipt of a Company Order, and at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture as to such series when


 


(1)           either


 


(A)          all Securities of such
series theretofore authenticated and delivered and all coupons, if any,
appertaining thereto (other than (i) coupons appertaining to Bearer Securities
surrendered for exchange for Registered Securities and maturing after such
exchange, whose surrender is not required or has been waived as provided in
Section 305, (ii) Securities and coupons of such series which have been
mutilated, destroyed, lost or stolen and which have been replaced or paid as
provided in Section 306, (iii) coupons appertaining to Securities called for
redemption and maturing after the relevant Redemption Date, whose surrender has
been waived as provided in Section 1106, and (iv) Securities and coupons of
such series for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to


 


36

















 


the Company or discharged
from such trust, as provided in Section 1003) have been delivered to the
Trustee for cancellation; or


 


(B)           all Securities of such
series and, in the case of (i) or (ii) below, any coupons appertaining thereto
not theretofore delivered to the Trustee for cancellation


 


(i)            have become due and
payable, or


 


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


 


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


 


and the Company, in the
case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose an amount in
the currency or currencies in which the Securities of such series are payable,
sufficient to pay and discharge the entire indebtedness on such Securities and such
coupons not theretofore delivered to the Trustee for cancellation, for
principal (and premium, if any) and interest, and any Additional Amounts with
respect thereto, 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 as to such series have been
complied with.


 


Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Company to
the Trustee and any predecessor Trustee under Section 606, the obligations of
the Company to any Authenticating Agent under Section 611 and, if money shall
have been deposited with and held by 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 Funds.  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, the coupons and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
its own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal (and premium, if any), and any interest and
Additional Amounts for whose payment such money has been deposited with or
received by the Trustee, but such money need not be segregated from other funds
except to the extent required by law.


 


37

















 


ARTICLE FIVE



REMEDIES


 


SECTION 501.  Events of Default.  “Event of Default”, wherever used
herein with respect to any particular series of Securities, means any one of
the following events with respect to such series of Securities (whatever the
reason for such Event of Default and whether or not it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body), it being understood that an Event of
Default with respect to a particular series of Securities does not automatically
constitute an Event of Default with respect to any other series of Securities:


 


(1)           default in the payment
of any interest upon or any Additional Amounts payable in respect of any
Security of that series or of any coupon appertaining thereto, when such
interest, Additional Amounts or coupon 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 premium, if any, on) any Security of that series when
it becomes due and payable at its Maturity; or


 


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


 


(4)           default in the
performance, or breach, of any covenant or warranty of the Company or a
Guarantor in this Indenture with respect to any Security of that series (other
than a covenant or warranty a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with), and continuance of such
default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the Company and each Guarantor by the Trustee
or to the Company, each 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)           default under any
evidence of Recourse Indebtedness of the Company or a Guarantor (or of any
Subsidiary, the repayment of which the Company or Guarantor has guaranteed or
for which the Company or Guarantor is directly responsible or liable as obligor
or guarantor), or any mortgage, indenture or other instrument of the Company or
a Guarantor (including a default with respect to Securities of any series other
than that series) under which there may be issued or by which there may be
secured any Recourse Indebtedness of the Company or Guarantor (or of any
Subsidiary, the repayment of which the Company or Guarantor has guaranteed or
for which the Company or Guarantor is directly responsible or liable as obligor
or guarantor), whether such Recourse Indebtedness now exists or shall hereafter
be created, which default shall constitute a failure to pay an aggregate
principal amount exceeding


 


38

















 


$5,000,000 of such
Recourse Indebtedness when due and payable after the expiration of any
applicable notice and grace periods with respect thereto and shall have
resulted in such Recourse Indebtedness in an aggregate principal amount
exceeding $5,000,000 becoming or being declared due and payable prior to the
date on which it would otherwise have become due and payable, without such
Recourse Indebtedness having been discharged or such acceleration having been
rescinded or annulled, within a period of 30 days after there shall have been
given, by registered or certified mail, to the Company and Guarantor by the
Trustee or to the Company, the Guarantor and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Securities of that series a
written notice specifying such default and requiring the Company or Guarantor
to cause such Recourse Indebtedness to be discharged or cause such acceleration
to be rescinded or annulled and stating that such notice is a “Notice of
Default” hereunder; or


 


(6)           the Company, any
Significant Subsidiary or a Guarantor pursuant to or within the meaning of any
Bankruptcy Law:


 


(A)          commences a voluntary
case or files a petition, answer or consent seeking reorganization or relief,


 


(B)           consents to the entry
of a decree or an order for relief against it in an involuntary case or to the
commencement of any such case against it,


 


(C)           consents to the
appointment of or taking possession by a Custodian of it or for all or
substantially all of its property, or


 


(D)          makes a general
assignment for the benefit of its creditors; or


 


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


 


(A)          is for relief against
the Company, any Significant Subsidiary or a Guarantor in an involuntary case,


 


(B)           adjudges the Company,
any Significant Subsidiary or a Guarantor to be insolvent or approves a
petition seeking reorganization, arrangement, adjustment or composition of any
of the foregoing,


 


(C)           appoints a Custodian of
the Company, any Significant Subsidiary or a Guarantor, or for all or
substantially all of its property, or


 


(D)          orders the winding up or
liquidation of the Company, any Significant Subsidiary or a Guarantor,


 


and the order or decree
remains unstayed and in effect for 60 days, or


 


39

















 


(8)           default in the
conversion of the Securities of that series, and continuance of such default
for a period of 15 days after there has been given, by registered or certified
mail, to the Company by the Trustee or to the Company and the Trustee by a
Holder of Securities of that series a written notice specifying such default
and requiring it to be remedied and stating that such notice is a “Notice of
Default” hereunder; or


 


(9)           a Guarantee, if issued,
ceases to be, or is asserted in writing by the Company or any Guarantor not to
be, in full force or effect or enforceable in accordance with its terms with
respect to Securities of that series, or


 


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


 


As used in this Section
501, the term “Bankruptcy Law” means title 11, U.S. Code or any similar
Federal or State law for the relief of debtors and the term “Custodian”
means any receiver, trustee, assignee, liquidator or other similar official
under any Bankruptcy Law.


 


SECTION 502.  Acceleration of Maturity; Rescission and
Annulment.  If an Event of Default
with respect to Securities of any series at the time Outstanding other than an
Event of Default specified in clause (6) or (7) of Section 501 occurs and is
continuing, then and 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 (or, if any Securities are Original Issue Discount
Securities or Indexed Securities, such portion of the principal as may be
specified in the terms thereof) of all the Securities of that series to be due
and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by the Holders), and upon any such declaration such principal
or specified portion thereof shall become immediately due and payable.


 


If an Event of Default
specified in clause (6) or (7) of Section 501 occurs, all unpaid principal of
and accrued interest on the Outstanding Securities of that series (or such
lesser amount as may be provided for in the Securities of such series) shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder of any Security of that series.


 


At any time after 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 in the currency or
currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series):


 


(A)          all overdue installments
of interest on and any Additional Amounts payable in respect of all Outstanding
Securities of that series and any related coupons,


 


40

















 


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


 


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


 


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


 


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


 


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


 


SECTION 503.  Collection of Indebtedness and Suits for
Enforcement by Trustee.  The Company
covenants that if:


 


(1)           default is made in the
payment of any installment of interest or Additional Amounts, if any, on any
Security of any series and any related coupon when such interest or Additional
Amount 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 of any series
at its Maturity,


 


then the Company will,
upon demand by the Trustee, pay to the Trustee, for the benefit of the Holders
of such Securities of such series and coupons, the whole amount then due and
payable on such Securities and coupons for principal (and premium, if any) and
interest and Additional Amount, with interest upon any overdue principal (and
premium, if any) and, to the extent that payment of such interest shall be
legally enforceable, upon any overdue installments of interest or Additional
Amounts, if any, at the rate or rates borne by or provided for 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 the Company fails to
pay such amounts forthwith upon such demand, the Trustee, in its own name and
as trustee of an express trust, may institute a judicial proceeding for the
collection of the sums so due and unpaid, and may prosecute such proceeding to
judgment or final decree,


 


41

















 


and may enforce the same
against the Company or any other obligor upon such Securities of such series
and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon such
Securities of such series, wherever situated.


 


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


 


SECTION 504.  Trustee May File Proofs of Claim.  In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the Company, a Guarantor
or any other obligor upon the Securities or the property of the Company, a
Guarantor or such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities of any series shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Company, Guarantor or
obligor for the payment of overdue principal, premium, if any, or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise:


 


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


 


(ii)           to collect and receive
any moneys or other property payable or deliverable on any such claims and to
distribute the same;


 


and any custodian,
receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each Holder
of Securities of such series and coupons to make such payments to the Trustee,
and in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee
and any predecessor Trustee, their agents and counsel, and any other amounts
due the Trustee or any predecessor Trustee under Section 606.


 


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


 


42

















 


SECTION 505.  Trustee May Enforce Claims Without
Possession of Securities or Coupons. 
All rights of action and claims under this Indenture or any of the
Securities or coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or coupons or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery 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 and
coupons in respect of which such judgment has been recovered.


 


SECTION 506.  Application of Money Collected.  Any money collected by the Trustee pursuant
to this Article shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such money on account
of principal (or premium, if any) or interest and any Additional Amounts, upon
presentation of the Securities or coupons, or both, as the case may be, and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:


 


FIRST:  To the payment of all amounts due the
Trustee and any predecessor Trustee under Section 606;


 


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


 


THIRD:  To the payment of the remainder, if any, to
the Company.


 


SECTION 507.  Limitation on Suits.  No Holder of any Security of any series or
any related coupon 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;


 


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


 


43

















 


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


 


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


 


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


 


SECTION 508.  Unconditional Right of Holders to Receive
Principal, Premium, if any, Interest and Additional Amounts.  Notwithstanding any other provision in this
Indenture, the Holder of any Security or coupon shall have the right which is
absolute and unconditional to receive payment of the principal of (and premium,
if any) and (subject to Sections 305 and 307) interest on, and any Additional
Amounts in respect of, such Security or payment of such coupon on the
respective due dates expressed in such Security or coupon (or, in the case of
redemption or repayment, on the Redemption Date or the Repayment Date) and to
institute suit for the enforcement of any such payment or for the enforcement
of any applicable conversion right in the Securities, 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 of a Security
or coupon has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case, the Company, any Guarantor, the Trustee and the Holders
of Securities and coupons shall, subject to any determination in such
proceeding, be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and 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
or coupons in the last paragraph of Section 306, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders of Securities or
coupons 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 Security or coupon to exercise any right or remedy accruing
upon any Event


 


44

















 


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 of Securities or coupons, as the case may be.


 


SECTION 512.  Control by Holders of Securities.  The Holders of not less than 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)           the Trustee need not
take any action which might involve it in personal liability or be unduly
prejudicial to the Holders of Securities of such series not joining therein.


 


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 and any related coupons waive
any past default hereunder with respect to such series and its consequences, except
a default


 


(1)                in the payment of
the principal of (or premium, if any) or interest on or Additional Amounts
payable in respect of any Security of such series or any related coupons,


 


(2)                in the conversion
of the Securities in accordance with their terms, or


 


(3)                in respect of a
covenant or provision hereof which under Article Nine 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 Event of Default
or impair any right consequent thereon.


 


SECTION 514.  Waiver of Usury, Stay or Extension Laws.  Each of the Company and each Guarantor
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any usury, stay or extension law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and each of the Company and each Guarantor
hereby expressly waives (to the extent that it may lawfully do so) all benefit
or advantage of any such law, and covenants that it will not hinder, delay or
impede the execution


 


45

















 


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


 


SECTION 515.  Undertaking for Costs.  All parties to this Indenture agree, and
each Holder of any Security by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of any undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in such suit having due
regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or interest
on any Security on or after the respective Stated Maturities expressed in such
Security (or, in the case of redemption or repayment, on or after the
Redemption Date or the Repayment Date) or for the enforcement of any applicable
conversion right in the Securities.


 


 


ARTICLE SIX



THE TRUSTEE


 


SECTION 601.  Notice of Defaults.  Within 90 days after the occurrence of any
default hereunder with respect to the Securities of any series, the Trustee
shall transmit, in the manner and to the extent provided in TIA Section 313(c),
notice of such default hereunder known to the Trustee, unless such default
shall have been cured or waived; provided, however, that, except in the case of
a default in the payment of the principal of (or premium, if any) or interest
on or any Additional Amounts with respect to any Security of such series, or in
the payment of any sinking fund installment with respect to the Securities of
such series, the Trustee shall be protected in withholding such notice if and
so long as Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interests of the Holders of the Securities
and coupons of such series; and provided further that in the case of any
default or breach of the character specified in Section 501(4) with respect to
the Securities and coupons of such series, no such notice to Holders shall be
given until at least 60 days after the occurrence thereof.  For the purpose of this Section, the term “default”
means any event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to the Securities of such series.


 


SECTION 602.  Certain Rights of Trustee.  Subject to the provisions of TIA Section
315(a) through 315(d):


 


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


 


46

















 


(2)           any request or
direction of the Company mentioned herein shall be sufficiently evidenced by a
Company Request or Company Order (other than delivery of any Security, together
with any coupons appertaining thereto, to the Trustee for authentication and
delivery pursuant to Section 303 which shall be sufficiently evidenced as
provided therein) and any resolution of the Board of Directors may 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 of Securities
of any series or any related coupons pursuant to this Indenture, unless such
Holders shall have offered to the Trustee security or indemnity reasonably
satisfactory to the Trustee against the costs, expenses and liabilities which
might be incurred by it in compliance with such request or direction;


 


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


 


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


 


(8)           the Trustee shall have
no liability for the actions or omissions of any Paying Agent so long as the
Trustee has acted in good faith and with due care with respect to a matter;


 


(9)           the Trustee shall not
be liable for any action taken, suffered or omitted by it in good faith and
reasonably believed by it to be authorized or within the discretion or rights
or powers conferred upon it by this Indenture;


 


(10)         subject to clause (11)
below, the Trustee shall not be charged with notice or knowledge of any matter
except to the extent reasonably known to a Responsible Officer of the


 


47

















 


Trustee or set forth in a
written notice received at the Corporate Trust Office and making express
reference to the Indenture, the Company or the Securities; and


 


(11)         unless and except to the
extent otherwise expressly provided herein, the Trustee shall be under no duty
to review or evaluate the contents of any reports or other documents filed with
it pursuant to Section 703 or Section 1009 hereof, except to make them
available for inspection at reasonable times by Holders of Securities.


 


The Trustee shall not be
required to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.


 


Except during the
continuance of an Event of Default, the Trustee undertakes to perform only such
duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Trustee.


 


SECTION 603.  Not Responsible for Recitals or Issuance
of Securities.  The recitals
contained herein and in the Securities, except the Trustee’s certificate of authentication,
and in any coupons shall be taken as the statements of the Company, and neither
the Trustee nor any Authenticating Agent assumes any responsibility for their
correctness.  The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in any
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate.  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 604.  May Hold Securities.  The Trustee, any Paying Agent, Security
Registrar, Authenticating Agent or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities
and coupons and, subject to TIA Sections 310(b) and 311, may otherwise deal
with the Company with the same rights it would have if it were not Trustee,
Paying Agent, Security Registrar, Authenticating Agent or such other agent.


 


SECTION 605.  Money Held in Trust.  Money held by the Trustee in trust hereunder
need not be segregated from other funds except to the extent required by
law.  The Trustee shall be under no
liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company.


 


SECTION 606.  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);


 


48

















 


(2)           except as otherwise
expressly provided herein, to reimburse each of the Trustee and any predecessor
Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by 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 each of
the Trustee and any predecessor Trustee for, and to hold it harmless against,
any loss, liability or expense incurred without negligence or bad faith on its
own part, arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder, including the costs and expenses (including
without limitation reasonable attorneys’ fees and costs) of defending itself
against any claim or liability in connection with the exercise or performance
of any of its powers or duties hereunder.


 


When the Trustee incurs
expenses or renders services in connection with an Event of Default specified
in Section 501(6) or Section 501(7), the expenses (including the reasonable
charges and expenses of its counsel) and the compensation for the services are
intended to constitute expenses of administration under any applicable Federal
or state bankruptcy, insolvency or other similar law.


 


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 payment of
principal of (or premium, if any) or interest on particular Securities or any
coupons.


 


The provisions of this
Section shall survive the termination of this Indenture (and shall survive the
resignation or removal of the Trustee pursuant to Section 608).


 


SECTION 607.  Eligibility of Trustee; Conflicting
Interests.  There shall at all times
be a Trustee hereunder which shall be eligible to act as Trustee under TIA
Section 310(a)(1) and shall have a combined capital and surplus of at least
$50,000,000.  If such Trustee publishes
reports of condition at least annually, pursuant to law or the requirements of
Federal, State, Territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Trustee shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published.  If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.


 


SECTION 608.  Resignation and Removal; Appointment of
Successor.  (a) No resignation or
removal of the Trustee and no appointment of a successor Trustee pursuant to
this Article shall become effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable requirements of Section
609.


 


49

















 


(b)           The Trustee may resign
at any time with respect to the Securities of one or more series by giving
written notice thereof to the Company. 
If an instrument of acceptance by a successor Trustee 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.


 


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


 


(d)           If at any time:


 


(1)           the Trustee shall fail
to comply with the provisions of TIA Section 310(b) after written request
therefor by the Company or by any Holder of a Security who has been a bona fide
Holder of a Security for at least six months, or


 


(2)           the Trustee shall cease
to be eligible under Section 607 and shall fail to resign after written request
therefor by the Company or by any Holder of a Security who has been a bona fide
Holder of a Security for at least six months, or


 


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


 


then, in any such case,
(i) the Company by or pursuant to a Board Resolution may remove the Trustee and
appoint a successor Trustee with respect to all Securities, or (ii) subject to
TIA Section 315(e), any Holder of a Security who has been a bona fide Holder of
a Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities and the appointment of a
successor Trustee or Trustees.


 


(e)           If the Trustee shall
resign, be removed or become incapable of acting, or if a vacancy shall occur
in the office of Trustee for any cause with respect to the Securities of one or
more series, the Company, by or pursuant to 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).  If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, and to any successor Trustee appointed by the
Company with respect to such Securities, the successor Trustee so appointed by
the Holders shall, forthwith upon its acceptance of such appointment, become
the successor Trustee with respect to the Securities of such series and to that
extent


 


50

















 


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 of Securities and accepted
appointment in the manner hereinafter provided, any Holder of a Security who
has been a bona fide Holder of a Security of such series for at least six
months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to Securities of such series.


 


(f)            The Company shall give
notice of each resignation and each removal of the Trustee with respect to the
Securities of any series and each appointment of a successor Trustee with
respect to the Securities of any series in the manner provided for notices to
the Holders of Securities 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 609.  Acceptance of Appointment by Successor.  (a) 
In case of the appointment hereunder of a successor Trustee with respect
to all Securities, every such successor Trustee 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 request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges and other due
but unpaid amounts owing to it hereunder, 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, subject
nevertheless to its claim, if any, provided for in Section 606.


 


(b)           In case of the
appointment hereunder of a successor Trustee with respect to the Securities of
one or more (but not all) series, the Company, the retiring Trustee and each
successor Trustee with respect to the Securities of one or more series shall
execute and deliver an indenture supplemental hereto, pursuant to Article Nine
hereof, wherein each successor Trustee shall accept such appointment and which
(1) shall contain such provisions as shall be necessary or desirable to
transfer and confirm to, and to vest in, each successor Trustee all the rights,
powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to
all Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act,


 


51

















 


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.


 


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


 


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


 


SECTION 610.  Merger, Conversion, Consolidation or
Succession to Business.  Any entity
into which the Trustee may be merged or converted or with which it may be
consolidated, or any entity resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any entity succeeding
to all or substantially all of the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder, provided such entity 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 or
coupons 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
or coupons so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities or coupons.  In case any Securities or coupons shall not have been
authenticated by such predecessor Trustee, any such successor Trustee may
authenticate and deliver such Securities or coupons, in either its own name or
that of its predecessor Trustee, with the full force and effect which this
Indenture provides for the certificate of authentication of the Trustee.


 


SECTION 611.  Appointment of Authenticating Agent.  At any time when any of the Securities
remain Outstanding, 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 exchange, registration of transfer or partial redemption or repayment
thereof, 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. 
Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument
shall be promptly furnished to the Company. 
Wherever reference is made in this Indenture to the authentication and
delivery of Securities by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating
Agent.  Each Authenticating Agent shall
be acceptable to the Company and shall at all times be a bank or trust company
or corporation organized and doing business and in good


 


52

















 


standing under the laws
of the United States or of any State 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 authorities.  If
such Authenticating Agent publishes reports of condition at least annually,
pursuant to law or the requirements of the aforesaid 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.  In case 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 entity into which an
Authenticating Agent may be merged or converted or with which it may be
consolidated, or any entity resulting from any merger, conversion or
consolidation to which such Authenticating Agent shall be a party, or any
entity succeeding to the corporate agency or corporate trust business of an
Authenticating Agent, shall continue to be an Authenticating Agent, provided
such entity shall be otherwise eligible under this Section, without the
execution or filing of any paper or further act on the part of the Trustee or
the Authenticating Agent.


 


An Authenticating Agent
for any series of Securities may at any time resign by giving written notice of
resignation to the Trustee for such series and to the Company.  The Trustee for any series of Securities may
at any time terminate the agency of an Authenticating Agent by giving written
notice of termination 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 for such series may appoint a successor Authenticating Agent which
shall be acceptable to the Company and shall give notice of such appointment to
all Holders of Securities of the series with respect to which such
Authenticating Agent will serve in the manner set forth in Section 106.  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 herein.  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
including reimbursement of its reasonable expenses 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 or in lieu of the
Trustee’s certificate of authentication, an alternate certificate of
authentication substantially in the following form:


 


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


 


53

















 


	
   

  	
  U.S. BANK TRUST NATIONAL
  ASSOCIATION

  
	
   

  	
   

  	
    as Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  ,

  
	
   

  	
   

  	
    as
  Authenticating Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
    Authorized
  Signatory

  	
   

  



 


 


ARTICLE SEVEN



HOLDERS’ LISTS AND REPORTS


 


SECTION 701.  Disclosure of Names and Addresses of
Holders.  Every Holder of Securities
or coupons, by receiving and holding the same, agrees with the Company and the
Trustee that neither the Company nor the Trustee nor any Authenticating Agent
nor any Paying Agent nor any Security Registrar shall be held accountable by
reason of the disclosure of any information as to the names and addresses of
the Holders of Securities in accordance with TIA Section 312, regardless of the
source from which such information was derived, and that the Trustee shall not
be held accountable by reason of mailing any material pursuant to a request made
under TIA Section 312(b).


 


SECTION 702.  Reports by Trustee.  Within 60 days after May 15 of each year
commencing with the first May 15 after the first issuance of Securities
pursuant to this Indenture, the Trustee shall transmit by mail to all Holders
of Securities as provided in TIA Section 313(c) a brief report dated as of such
May 15 if required by TIA Section 313(a).


 


SECTION 703.  Reports by Company and Guarantors.  The Company and each Guarantor will:


 


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


 


(2)           file with the Trustee
and the Commission, in accordance with rules and regulations prescribed from
time to time by the Commission, such additional information,


 


54

















 


documents and reports
with respect to compliance by it with the conditions and covenants of this
Indenture as may be required from time to time by such rules and regulations;
and


 


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


 


SECTION 704.  Company to Furnish Trustee Names and
Addresses of Holders.  The Company
will furnish or cause to be furnished to the Trustee:


 


(a)           semi-annually, with
respect to each series of Securities, a list, in such form and as of such date
as the Trustee may reasonably require, of the names and addresses of the
Holders of Registered Securities of such series as of the applicable date, and


 


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


 


provided, however, that,
so long as the Trustee is the Security Registrar, no such list shall be
required to be furnished.


 


 


ARTICLE EIGHT



CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE


 


SECTION 801.  Consolidation or Merger of Company and
Sale, Lease or Conveyance Permitted Subject to Certain Conditions.  The Company may consolidate with, or sell,
lease or convey all or substantially all of its assets to, or merge with or
into, any other corporation, provided that, in any such case (i) either the
Company shall be the continuing corporation, or the successor corporation shall
be a corporation organized and existing under the laws of the United States or
a State thereof and such successor corporation shall expressly assume all of
the obligations of the Company on all of the Securities, according to their
tenor, and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed by the Company by
supplemental indenture, complying with Article Nine hereof, satisfactory to the
Trustee, executed and delivered to the Trustee by such corporation, and (ii)
immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company or any Subsidiary as a
result thereof as having been incurred by the Company or such Subsidiary at the
time of such transaction, no Event of Default, and no event which, after notice
or the lapse of time, or both, would become an Event of Default, shall have
occurred and be continuing.


 


SECTION 802.  Rights and Duties of Successor Corporation.  In case of any such consolidation, merger,
sale, lease or conveyance and upon any such assumption by the successor


 


55

















 


corporation, such
successor corporation shall succeed to and be substituted for the Company with
the same effect as if it had been named herein as the party of the first part,
and the predecessor corporation, except in the event of a lease, shall be
relieved of any further obligation under this Indenture and the Securities.  A successor corporation to the Company may
cause to be signed, and may issue either in its own name or in the name of the
Company, any or all of the Securities issuable hereunder which theretofore
shall not have been signed by the Company and delivered to the Trustee; and,
upon the order of such successor corporation, instead of the Company, and
subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver any Securities
which previously shall have been signed and delivered by the officers of the
Company to the Trustee for authentication, and any Securities which such
successor corporation thereafter shall cause to be signed and delivered to the
Trustee for that purpose.  All the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities
had been issued at the date of the execution hereof.


 


In case of any such
consolidation, merger, sale, lease or conveyance, such changes in phraseology
and form (but not in substance) may be made in the Securities thereafter to be
issued as may be appropriate.


 


SECTION 803.  Officers’ Certificate and Opinion of
Counsel.  Any consolidation, merger,
sale, lease or conveyance permitted under Section 801 is also subject to the
condition that the Trustee receive an Officers’ Certificate and an Opinion of
Counsel to the effect that any such consolidation, merger, sale, lease or
conveyance, and the assumption by any successor corporation, complies with the
provisions of this Article and that all conditions precedent herein provided
for relating to such transaction have been complied with.


 


 


ARTICLE NINE



SUPPLEMENTAL INDENTURES


 


SECTION 901.  Supplemental Indentures Without Consent
of Holders.  Without the consent of
any Holders of Securities or coupons, the Company, when authorized by or
pursuant to a Board Resolution, any Guarantor 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
contained; or


 


(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; or


 


56

















 


(3)           to add any additional
Events of Default for the benefit of the Holders of all or any series of
Securities (and if such Events of Default are to be for the benefit of less
than all series of Securities, stating that such Events of Default are
expressly being included solely for the benefit of such series); provided,
however, that in respect of any such additional Events of Default such
supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such default
or may limit the remedies available to the Trustee upon such default or may
limit the right of the Holders of a majority in aggregate principal amount of
that or those series of Securities to which such additional Events of Default
apply to waive such default; or


 


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


 


(5)           to change or eliminate
any of the provisions of this Indenture, provided that any such change or
elimination shall become effective only when there is no Security Outstanding
of any series created prior to the execution of such supplemental indenture
which is entitled to the benefit of such provision; or


 


(6)           to secure the
Securities or provide a Guarantee of the Securities; or


 


(7)           to establish the form
or terms of Securities of any series and any related coupons as permitted by
Sections 201 and 301, including the provisions and procedures relating to
Securities convertible into Common Shares or Preferred Shares, as the case may
be; or


 


(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; or


 


(9)           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 which shall
not be inconsistent with the provisions of this Indenture and which shall not
adversely affect the interests of the Holders of Securities and any related
coupons in any material respect; or


 


(10)         to supplement any of the
provisions of this Indenture to such extent as shall be necessary to permit or
facilitate the defeasance and discharge of any series of Securities pursuant to
Sections 401, 1402 and 1403; provided that any such action shall not adversely
affect the


 


57

















 


interests of the Holders
of Securities of such series and any related coupons or any other series of
Securities in any material respect.


 


SECTION 902.  Supplemental Indentures with Consent of
Holders.  With the consent of the
Holders of not less than a majority in principal amount of all Outstanding
Securities affected by such supplemental indenture, by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by or
pursuant to a Board Resolution, any Guarantor of such Securities, 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 and any related coupons 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 premium, if any, on) or any installment of principal of
or interest on, any Security, or reduce the principal amount thereof or the
rate (or calculation of the rate) or amount of interest thereon or any
Additional Amounts payable in respect thereof, or any premium payable upon the
redemption thereof, or change any obligation of the Company to pay Additional
Amounts pursuant to Section 1011 (except as contemplated by Section 801(1) and
permitted by Section 901(1)), or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502 or
the amount thereof provable in bankruptcy pursuant to Section 504, or adversely
affect any right of repayment at the option of the Holder of any Security, or
change any Place of Payment where, or the currency or currencies in which, any
Security or any premium or the 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 or repayment at the
option of the Holder, on or after the Redemption Date or the Repayment Date, as
the case may be) or for the enforcement of any applicable conversion right in
any Security, 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 with respect to such series (or
compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences) provided for in this Indenture, or reduce the
requirements of Section 1504 for quorum or voting, or


 


(3)           modify or effect in any
manner adverse to the Holders the terms and conditions of the obligations of
any Guarantor of Securities contained herein or in the related Guarantees, or
release any Guarantor of such Security from its Guarantee, or


 


(4)           modify any of the
provisions of this Section, Section 513 or Section 1012, except to increase the
required percentage to effect such action 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.


 


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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 shall
approve the substance thereof.


 


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.


 


SECTION 903.  Execution of Supplemental Indentures.  In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the
modification thereby of the trusts created by this Indenture, the Trustee shall
be entitled to receive, and 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 and any coupon appertaining thereto shall
be bound thereby.


 


SECTION 905.  Conformity with Trust Indenture Act.  Every supplemental indenture executed
pursuant to this Article shall conform to the requirements of the Trust
Indenture Act as then in effect.


 


SECTION 906.  Reference in Securities to Supplemental
Indentures.  Securities of any
series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall, if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for
in such supplemental indenture.  If the
Company shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee and the Company, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.


 


 


ARTICLE TEN



COVENANTS


 


SECTION 1001.  Payment of Principal, Premium, if any,
Interest and Additional Amounts. 
The Company covenants and agrees for the benefit of the Holders of each
series of Securities that it will duly and punctually pay the principal of (and
premium, if any) and interest on and any Additional Amounts payable in respect
of the Securities of that series in accordance


 


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with the terms of such
series of Securities, any coupons appertaining thereto and this Indenture.  Unless otherwise specified as contemplated
by Section 301 with respect to any series of Securities, any interest due on
and any Additional Amounts payable in respect of Bearer Securities on or before
Maturity, other than Additional Amounts, if any, payable as provided in Section
1011 in respect of principal of (or premium, if any, on) such a Security, shall
be payable only upon presentation and surrender of the several coupons for such
interest installments as are evidenced thereby as they severally mature.  Unless otherwise specified with respect to
Securities of any series pursuant to Section 301, at the option of the Company,
all payments of principal may be paid by check to the Holder of the Registered
Security or other person entitled thereto against surrender of such Security.


 


SECTION 1002.  Maintenance of Office or Agency.  If Securities of a series are issuable only
as Registered Securities, the Company shall 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 or conversion, 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.  If Securities of a series are issuable as Bearer Securities, the
Company will maintain: (A) in the Borough of Manhattan, The City of New York,
an office or agency where any Registered Securities of that series may be
presented or surrendered for payment or conversion, where any Registered Securities
of that series may be surrendered for registration of transfer, where
Securities of that series may be surrendered for exchange, where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served and where Bearer Securities of that series and
related coupons may be presented or surrendered for payment or conversion in
the circumstances described in the following paragraph (and not otherwise); (B)
subject to any laws or regulations applicable thereto in a Place of Payment for
that series which is located outside the United States, an office or agency
where Securities of that series and related coupons may be presented and
surrendered for payment (including payment of any Additional Amounts payable on
Securities of that series pursuant to Section 1011) or conversion; provided,
however, that if the Securities of that series are listed on the Luxembourg
Stock Exchange or any other stock exchange located outside the United States
and such stock exchange shall so require, the Company will maintain a Paying
Agent for the Securities of that series in Luxembourg or any other required
city located outside the United States, as the case may be, so long as the
Securities of that series are listed on such exchange; and (C) if the
Securities of such series are or may also be issued in part as, or may be
converted to, Registered Securities, subject to any laws or regulations
applicable thereto in a Place of Payment for that series located outside the
United States, an office or agency where any Registered Securities of that
series may be surrendered for registration of transfer, where Securities of
that series may be surrendered for 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 each 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, except that Bearer Securities of
that series and the related coupons may be presented and surrendered for
payment (including payment


 


60

















 


of any Additional Amounts
payable on Bearer Securities of that series pursuant to Section 1011) or
conversion at the offices specified in the Security, in London, England, and
the Company hereby appoints the same as its agent to receive such respective
presentations, surrenders, notices and demands, and the Company hereby appoints
the Trustee its agent to receive all such presentations, surrenders, notices
and demands.  Nothing herein shall
oblige the Trustee to maintain any such office or agency on behalf of the
Company in any such Place of Payment, other than the Corporate Trust Office.


 


Unless otherwise
specified with respect to any Securities pursuant to Section 301, no payment of
principal, premium or interest on or Additional Amounts in respect of Bearer
Securities shall be made at any office or agency of the Company in the United
States or by check mailed to any address in the United States or by transfer to
an account maintained with a bank located in the United States; provided,
however, that, if amounts owing with respect to any Bearer Securities of a
series are payable in Dollars, payment of principal of and any premium and
interest on any Bearer Security (including any Additional Amounts payable on
Securities of such series pursuant to Section 1011) shall be made at the office
of the Company’s Paying Agent in the Borough of Manhattan, The City of New
York, if (but only if) payment in Dollars of the full amount of such principal,
premium, interest or Additional Amounts, as the case may be, at all offices or
agencies outside the United States maintained for the purpose by the Company in
accordance with this Indenture, is illegal or effectively precluded by exchange
controls or other similar restrictions.


 


The Company may 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 of such
purposes, and may from time to time rescind any such designation; 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 accordance with the
requirements set forth above 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.  Unless otherwise specified with respect to
any Securities pursuant to Section 301 with respect to a series of Securities,
the Company hereby designates as a Place of Payment for each series of
Securities the office or agency of the Company in the Borough of Manhattan, The
City of New York, and initially appoints U.S. Bank Trust National Association
at 100 Wall Street, Suite 1600, New York, NY 10005 as Paying Agent in such city
and as its agent to receive all such presentations, surrenders, notices and
demands.


 


Unless otherwise
specified with respect to any Securities pursuant to Section 301, if and so
long as the Securities of any series (i) are denominated in a Foreign Currency
or (ii) may be payable in a Foreign Currency, or so long as it is required
under any other provision of the Indenture, then the Company will maintain with
respect to each such series of Securities, or as so required, at least one
exchange rate agent.


 


SECTION 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 any Securities
and any related coupons, it will, on or before each due date of the principal
of (and premium, if any), or


 


61

















 


interest on or Additional
Amounts in respect of, any of the Securities of that series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum in the currency
or currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series)
sufficient to pay the principal (and premium, if any) or interest or Additional
Amounts so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided, and will promptly notify the Trustee
of its action or failure so to act.


 


Whenever the Company
shall have one or more Paying Agents for any series of Securities and any
related coupons, it will, on or before each due date of the principal of (and
premium, if any), or interest on or Additional Amounts in respect of, any
Securities of that series, deposit with a Paying Agent a sum (in the currency
or currencies described in the preceding paragraph) sufficient to pay the
principal (and premium, if any) or interest or Additional Amounts, so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest or Additional Amounts 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 other than the Trustee to execute and deliver to the Trustee
an instrument in which such Paying Agent shall agree with the Trustee, subject
to the provisions of this Section, that such Paying Agent will


 


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


 


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


 


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


 


The Company 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 by 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 sums.


 


Except as otherwise
provided in the Securities of any series (and subject to any abandoned property
laws that may be applicable), any money deposited with the Trustee in trust or
with any Paying Agent, or then held by the Company in trust, for the payment of
the principal of (and premium, if any) or interest on, or any Additional
Amounts in respect of, any Security of any series and remaining unclaimed for
two years after such principal (and premium, if any), interest or Additional
Amounts has become due and payable shall be paid to the Company upon


 


62

















 


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 and any Guarantor(s) for payment of such principal of (and
premium, if any) or interest on, or any Additional Amounts in respect of, any
Security, without interest thereon, and all liability of the Trustee or such
Paying Agent with respect to such 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 an Authorized Newspaper,
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.  Limitations on Incurrence of Debt.  (a) 
The Company will not, and will not permit any Subsidiary to, incur any
Debt other than intercompany Debt (representing Debt to which the only parties
are the Company and any of the Subsidiaries, but only so long as such Debt is
held solely by the Company or any Subsidiary and provided that, in the case of
Debt owed to Subsidiaries, such Debt is subordinate in right of payment to the
Securities) if, immediately after giving effect to the incurrence of such
additional Debt and the application of the proceeds thereof, the aggregate
principal amount of all outstanding Debt of the Company and its Subsidiaries on
a consolidated basis determined in accordance with GAAP is greater than 65% of
the sum of (i) Total Assets as of the end of the fiscal quarter covered in the
Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the
case may be, most recently filed with the Commission (or, if such filing is not
permitted under the Securities Exchange Act of 1934, with the Trustee) prior to
the incurrence of such additional Debt and (ii) the increase in Total
Assets from the end of such quarter, including, without limitation, any
increase in Total Assets resulting from the incurrence of such additional Debt
(such increase, together with Total Assets, being referred to herein as “Adjusted
Total Assets”).


 


(b)           The Company will not,
and will not permit any Subsidiary to, incur any Debt other than intercompany
Debt (representing Debt to which the only parties are the Company and any of
the Subsidiaries, but only so long as such Debt is held solely by the Company
or any Subsidiary and provided that, in the case of Debt owed to Subsidiaries,
such Debt is subordinate in right of payment to the Securities) if Consolidated
Income Available for Debt Service for any 12 consecutive calendar months within
the 15 calendar months immediately preceding the date on which such additional
Debt is to be incurred shall have been less than 1.5 times the Maximum Annual
Service Charge on the Debt of the Company and all Subsidiaries on a pro forma
basis immediately after the incurrence of such additional Debt and the
application of the proceeds therefrom, and calculated on the assumption that
(i) such Debt, and any other Debt incurred by the Company or its
Subsidiaries since the first day of such 12-month period which was outstanding
at the end of such period, had been incurred at the beginning of such period
and continued to be outstanding throughout such period, and the application of
the proceeds of such Debt, including to refinance other Debt, had occurred at
the beginning of such period, (ii) the repayment or retirement of any
other Debt by the Company or its Subsidiaries since the first day of such
12-month period had been repaid or retired at the beginning of such period
(except that, in determining the amount of Debt so repaid or retired, the
amount of Debt under any revolving


 


63

















 


credit facility shall be
computed based upon the average daily balance of such Debt during such period),
(iii) in the case of Acquired Indebtedness or Debt incurred in connection
with any acquisition since the first day of the 12-month period, the related
acquisition had occurred as of the first day of the period with the appropriate
adjustments with respect to the acquisition being included in the
pro forma calculation, and (iv) in the case of any increase or
decrease in Total Assets, or any other acquisition or disposition by the
Company or any Subsidiary of any asset or group of assets, since the first day
of such 12-month period, including, without limitation, by merger, stock
purchase or sale, or asset purchase or sale, such increase, decrease, or other
acquisition or disposition or any related repayment of Debt had occurred as of
the first day of such period with the appropriate adjustments to revenues,
expenses and Debt levels with respect to such increase, decrease or other
acquisition or disposition being included in such pro forma calculation.


 


(c)           The Company will not,
and will not permit any Subsidiary to, incur any Secured Debt if, immediately
after giving effect to the incurrence of such additional Secured Debt and the
application of the proceeds thereof, the aggregate principal amount of all
outstanding Secured Debt of the Company and its Subsidiaries on a consolidated
basis is greater than 40% of Adjusted Total Assets.


 


(d)           The Company will at all
times maintain an Unencumbered Total Asset Value in an amount not less than
100% of the aggregate principal amount of all outstanding Debt of the Company
and its Subsidiaries that is not Secured Debt.


 


SECTION 1005.  Existence.  Subject to Article Eight, the Company and each Guarantor will do
or cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence, rights (charter and statutory) and franchises;
provided, however, that the Company and each Guarantor shall not be required to
preserve any right or franchise if its Board of Directors shall determine that
the preservation thereof is no longer desirable in the conduct of business and
that the loss thereof is not disadvantageous in any material respect to the
Holders.


 


SECTION 1006.  Maintenance of Properties.  The Company will, and will cause each of its
Subsidiaries to, cause all of its material properties used or useful in the
conduct of its business or the business of any Subsidiary to be maintained and
kept in good condition, repair and working order and supplied with all
necessary equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company or any
Subsidiary from discontinuing the operation and maintenance of any such
properties if such discontinuance is, in the judgment of the Company or the
Subsidiary, desirable in the conduct of its business and not disadvantageous in
any material respect to the Holders.


 


SECTION 1007.  Insurance.  The Company will, and will cause each of its Subsidiaries to,
keep all of its insurable properties adequately insured against loss or damage
with insurers of recognized responsibility in commercially reasonable amounts
and types.


 


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SECTION 1008.  Payment of Taxes and Other Claims.  The Company will pay or discharge or cause
to be paid or discharged, before the same shall become delinquent, (1) all
material taxes, assessments and governmental charges levied or imposed upon it
or any Subsidiary or upon the income, profits or property of the Company or any
Subsidiary, and (2) all material lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the property of the
Company or any Subsidiary unless such lien would not have a material adverse
effect upon such property; provided, however, that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim (i) whose amount, applicability or validity is
being contested in good faith by appropriate proceedings or (ii) for which the
Company has set apart and maintains an adequate reserve.


 


SECTION 1009. 
Provision of Financial Information.  If the Company is required to file annual and quarterly reports
and other documents with the Commission pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company will (i) file such reports and
documents with the Commission on or prior to the respective dates by which the
Company is required to file such documents, (ii) within 15 days after being
required to file the same with the Commission, deliver such reports and
documents with the Trustee, and (iii) within 15 days after being required to
file the same with the Commission, transmit a copy of each such annual and
quarterly report (exclusive of exhibits) by mail to all Holders, as their names
and addresses appear in the Security Register, without cost to such
Holders.  If the Company is not required
to file annual and quarterly reports and other documents with the Commission
pursuant to either of such provisions, the Company will, within 15 days of the
date by which the Company would have been required to file the same with the
Commission if it were so required, (i) deliver to the Trustee a document
containing substantially the same kind of information as the Company would have
been required to include in each annual and quarterly report filed with the
Commission if it were so required and (ii) transmit a copy of each document
required to be delivered to the Trustee (exclusive of exhibits) by mail to all
Holders, as their names and addresses appear in the Security Register, without
cost to such Holders; provided that, if Securities of a series are guaranteed
by an entity that (i) is the holder, directly or indirectly, of all of the
outstanding Capital Stock of the Company, and (ii) is required to file annual
and quarterly reports and other documents with the Commission pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, the delivery to the
Trustee and transmittal by mail to all Holders of the annual and quarterly reports
and other documents filed by such entity with the Commission pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 within the time
periods set forth herein shall be deemed to satisfy the Company’s obligations
to provide financial information under this Indenture with respect to such
Securities.


 


SECTION 1010.  Statement as to Compliance.  The Company and each Guarantor will deliver
to the Trustee, within 120 days after the end of each fiscal year, a brief
certificate from the principal executive officer, principal financial officer
or principal accounting officer as to his or her knowledge of its compliance
with all conditions and covenants under this Indenture and, in the event of any
noncompliance, specifying such noncompliance and the nature and status
thereof.  For purposes of this Section
1010, such compliance shall be determined without regard to any period of grace
or requirement of notice under this Indenture.


 


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SECTION 1011.  Additional Amounts.  If any Securities of a series provide for
the payment of Additional Amounts, the Company will pay to the Holder of any
Security of such series or any coupon appertaining thereto Additional Amounts
as may be specified as contemplated by Section 301.  Whenever in this Indenture there is mentioned, in any context
except in the case of Section 502(1), the payment of the principal of or any
premium or interest on, or in respect of, any Security of any series or payment
of any related coupon or the net proceeds received on the sale or exchange of
any Security of any series, such mention shall be deemed to include mention of
the payment of Additional Amounts provided by the terms of such series
established pursuant to Section 301 to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
such terms and express mention of the payment of Additional Amounts (if
applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not
made.


 


Except as otherwise
specified as contemplated by Section 301, if the Securities of a series provide
for the payment of Additional Amounts, at least 10 days prior to the first
Interest Payment Date with respect to that series of Securities (or if the
Securities of that series will not bear interest prior to Maturity, the first
day on which a payment of principal and any premium is made), and at least 10
days prior to each date of payment of principal and any premium or interest if
there has been any change with respect to the matters set forth in the
below-mentioned Officers’ Certificate, the Company will furnish the Trustee and
the Company’s principal Paying Agent or Paying Agents, if other than the
Trustee, with an Officers’ Certificate instructing the Trustee and such Paying
Agent or Paying Agents whether such payment of principal of and any premium or
interest on the Securities of that series shall be made to Holders of
Securities of that series or any related coupons who are not United States
persons without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of the series.  If any such withholding shall be required,
then such Officers’ Certificate shall specify by country the amount, if any,
required to be withheld on such payments to such Holders of Securities of that
series or related coupons and the Company will pay to the Trustee or such
Paying Agent the Additional Amounts required by the terms of such
Securities.  In the event that the
Trustee or any Paying Agent, as the case may be, shall not so receive the
above-mentioned certificate, then the Trustee or such Paying Agent shall be
entitled (i) to assume that no such withholding or deduction is required with
respect to any payment of principal, premium, if any, or interest with respect
to any Securities of a series or related coupons until it shall have received a
certificate advising otherwise and (ii) to make all payments of principal,
premium, if any, and interest with respect to the Securities of a series or
related coupons without withholding or deductions until otherwise advised.  The Company covenants to indemnify the
Trustee and any Paying Agent for, and to hold them harmless against, any loss,
liability or expense reasonably incurred without negligence or bad faith on
their part arising out of or in connection with actions taken or omitted by any
of them or in reliance on any Officers’ Certificate furnished pursuant to this
Section or in reliance on the Company’s not furnishing such an Officers’
Certificate.


 


SECTION 1012.  Waiver of Certain Covenants.  The Company may omit in any particular
instance to comply with any term, provision or condition set forth in Sections
1004 to


 


66

















 


1011, inclusive, if
before or after the time for such compliance the Holders of at least a majority
in principal amount of all outstanding Securities of such series, by Act of
such Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.


 


 


ARTICLE ELEVEN



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 Securities of any series) 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 or pursuant to a Board Resolution.  In case of any redemption at the election of
the Company of less than all of the Securities of any series, the Company
shall, at least 15 days prior to the giving of the notice of redemption in
Section 1104 (unless a shorter notice shall be satisfactory to the Trustee, for
purposes of the Trustee’s administrative convenience), notify the Trustee in
writing of such Redemption Date and of the principal amount of Securities of
such series to be redeemed.  In the case
of any redemption of Securities prior to the expiration of any restriction on
such redemption provided 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.


 


SECTION 1103.  Selection by Trustee of Securities to Be
Redeemed.  If less than all the
Securities of any series issued on the same day with the same terms are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series issued on such date with the same terms not
previously called for redemption, by such method as the Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized
denomination for Securities of that series.


 


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


 


For all purposes of this
Indenture, unless the context otherwise requires, all provisions relating to
the redemption of Securities shall relate, in the case of any Security redeemed
or to be


 


67

















 


redeemed only in part, to
the portion of the principal amount of such Security which has been or is to be
redeemed.


 


SECTION 1104.  Notice of Redemption.  Notice of redemption shall be given in the
manner provided in Section 106, not less than 30 days nor more than 60 days
prior to the Redemption Date, unless a shorter period is specified by the terms
of such series established pursuant to Section 301, to each Holder of
Securities to be redeemed, but failure to give such notice in the manner herein
provided to the Holder of any Security designated for redemption as a whole or
in part, or any defect in the notice to any such Holder, shall not affect the
validity of the proceedings for the redemption of any other such Security or
portion thereof.


 


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


 


All notices of redemption
shall state:


 


(1)           the Redemption Date,


 


(2)           the Redemption Price,
accrued interest to the Redemption Date payable as provided in Section 1106, if
any, and Additional Amounts, if any,


 


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


 


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


 


(5)           that on the Redemption
Date the Redemption Price and accrued interest to the Redemption Date payable
as provided in Section 1106, if any, will become due and payable upon each such
Security, or the portion thereof, to be redeemed and, if applicable, that
interest thereon shall cease to accrue on and after said date,


 


(6)           the Place or Places of
Payment where such Securities, together in the case of Bearer Securities with
all coupons appertaining thereto, if any, maturing after the Redemption Date,
are to be surrendered for payment of the Redemption Price and accrued interest,
if any, or for conversion,


 


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


 


(8)           that, unless otherwise
specified in such notice, Bearer Securities of any series, if any, surrendered
for redemption must be accompanied by all coupons maturing subsequent to the


 


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date fixed for redemption
or the amount of any such missing coupon or coupons will be deducted from the
Redemption Price, unless security or indemnity reasonably satisfactory to the
Company, the Trustee for such series and any Paying Agent is furnished,


 


(9)           if Bearer Securities of
any series are to be redeemed and any Registered Securities of such series are
not to be redeemed, and if such Bearer Securities may be exchanged for
Registered Securities not subject to redemption on this Redemption Date
pursuant to Section 305 or otherwise, the last date, as determined by the
Company, on which such exchanges may be made,


 


(10)         the CUSIP number of such
Security, if any, and


 


(11)         if applicable, that a
Holder of Securities who desires to convert Securities for redemption must
satisfy the requirements for conversion contained in such Securities, the then
existing conversion price or rate, and the date and time when the option to
convert shall expire.


 


Notice of redemption of
Securities to be redeemed 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.  At least one Business Day 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, which it may not
do in the case of a sinking fund payment under Article Twelve, segregate and
hold in trust as provided in Section 1003) an amount of money in the currency
or currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series)
sufficient to pay on the Redemption Date the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date, unless otherwise
specified pursuant to Section 301 or in the Securities of such series) accrued
interest on, all the Securities or portions thereof 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 in the
currency or currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series) (together with accrued interest, if any, to the Redemption Date),
and from and after such date (unless the Company shall default in the payment
of the Redemption Price and accrued interest) such Securities shall, if the
same were interest-bearing, cease to bear interest and the coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. 
Upon surrender of any such Security for redemption in accordance with
said notice, together with all coupons, if any, appertaining thereto maturing
after the Redemption Date, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest, if any, to the Redemption
Date; provided, however, that installments of interest on Bearer Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable
only at an office or agency located outside the United States (except as
otherwise provided in Section 1002) and, unless otherwise specified


 


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as contemplated by
Section 301, only upon presentation and surrender of coupons for such interest;
and provided further that, except as otherwise specified in or pursuant to this
Indenture or the Registered Securities of a series, installments of interest on
Registered Securities whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
307.


 


If any Bearer Security
surrendered for redemption shall not be accompanied by all appurtenant coupons
maturing after the Redemption Date, such Security may be paid after deducting
from the Redemption Price an amount equal to the face amount of all such
missing coupons, or the surrender of such missing coupon or coupons may be
waived by the Company and the Trustee if there be furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless.  If thereafter the
Holder of such Security shall surrender to the Trustee or any Paying Agent any
such missing coupon in respect of which a deduction shall have been made from
the Redemption Price, such Holder shall be entitled to receive the amount so
deducted; provided, however, that interest represented by coupons shall be
payable only at an office or agency located outside the United States (except
as otherwise provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and surrender of those
coupons.


 


If any Security called
for redemption shall not be so paid upon surrender thereof for redemption, the
principal of and premium, if any, and, to the extent legally enforceable,
interest or Yield to Maturity (in the case of Original Issue Discount Securities)
on such Security shall, until paid, bear interest from the Redemption Date at
the rate borne by the Security on the Redemption Date.


 


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


 


 


ARTICLE TWELVE



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 a series
except as otherwise specified as contemplated by Section 301 for Securities of
such series.


 


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


 


SECTION 1202.  Satisfaction of Sinking Fund Payments with
Securities.  The Company may, in
satisfaction of all or any part of any mandatory sinking fund payment with
respect to the Securities of a series, (1) deliver Outstanding Securities of
such series (other than any previously called for redemption) together in the
case of any Bearer Securities of such series with all unmatured coupons
appertaining thereto and (2) apply as a credit Securities of such series which
have been redeemed either at the election of the Company pursuant to the terms
of such Securities or through the application of permitted optional sinking
fund payments pursuant to the terms of such Securities, as provided for by the
terms of such Securities, or which have otherwise been acquired by the Company;
provided that such Securities so delivered or applied as a credit have not been
previously so credited.  Such Securities
shall be received and credited for such purpose by the Trustee at the
applicable Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such mandatory 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 Securities of any series, the Company will deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing
mandatory sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of
cash in the currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 1202, and the optional amount, if any, to be added in cash to the next
ensuing mandatory sinking fund payment, and will also deliver to the Trustee
any Securities to be so delivered and credited.  If such Officers’ Certificate shall specify an optional amount to
be added in cash to the next ensuing mandatory sinking fund payment, the
Company shall thereupon be obligated to pay the amount therein specified.  Not less than 30 days before each such
sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section
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 THIRTEEN



REPAYMENT AT THE OPTION OF HOLDERS


 


SECTION 1301.  Applicability of Article.  Repayment of Securities of any series before
their Stated Maturity at the option of Holders thereof shall be made in
accordance with the terms of such Securities, if any, and (except as otherwise
specified by the terms of such series established pursuant to Section 301) in
accordance with this Article.


 


SECTION 1302.  Repayment of Securities.  Securities of any series subject to
repayment in whole or in part at the option of the Holders thereof will, unless
otherwise provided in the terms of such Securities, be repaid at a price equal
to the principal amount thereof, together with interest, if any, thereon
accrued to the Repayment Date specified in or pursuant to the terms of such
Securities.  The Company covenants that
at least one Business Day prior to the Repayment Date it will 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 in the currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) sufficient to pay the principal (or, if so provided
by the terms of the Securities of any series, a percentage of the principal)
of, and (except if the Repayment Date shall be an Interest Payment Date, unless
otherwise specified pursuant to Section 301 or in the Securities of such
series) accrued interest on, all the Securities or portions thereof, as the
case may be, to be repaid on such date.


 


SECTION 1303.  Exercise of Option.  Securities of any series subject to
repayment at the option of the Holders thereof will contain an “Option to Elect
Repayment” form on the reverse of such Securities.  In order for any Security to be repaid at the option of the
Holder, the Trustee must receive at the Place of Payment therefor specified in
the terms of such Security (or at such other place or places of which the
Company shall from time to time notify the Holders of such Securities) not
earlier than 60 days nor later than 30 days prior to the Repayment Date (1) the
Security so providing for such repayment together with the “Option to Elect
Repayment” form on the reverse thereof duly completed by the Holder (or by the
Holder’s attorney duly authorized in writing) or (2) a telegram, telex,
facsimile transmission or a letter from a member of a national securities
exchange, or the National Association of Securities Dealers, Inc. (“NASD”),
or a commercial bank or trust company in the United States setting forth the
name of the Holder of the Security, the principal amount of the Security, the
principal amount of the Security to be repaid, the CUSIP number, if any, or a
description of the tenor and terms of the Security, a statement that the option
to elect repayment is being exercised thereby and a guarantee that the Security
to be repaid, together with the duly completed form entitled “Option to Elect
Repayment” on the reverse of the Security, will be received by the Trustee not
later than the fifth Business Day after the date of such telegram, telex,
facsimile transmission or letter; provided, however, that such telegram, telex,
facsimile transmission or letter shall only be effective if such Security and
form duly completed are received by the Trustee by such fifth Business
Day.  If less than the entire principal
amount of such Security is to be repaid in accordance with the terms of such
Security, the principal amount of such Security to be repaid, in increments of
the minimum denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the
portion of the principal amount of such Security surrendered that is not to be
repaid, must be specified.  The
principal amount of any Security providing for repayment at the option of the
Holder thereof may not be repaid in part if, following such repayment, the
unpaid principal amount of such Security would be less than the


 


72

















 


minimum authorized
denomination of Securities of the series of which such Security to be repaid is
a part.  Except as otherwise may be
provided by the terms of any Security providing for repayment at the option of
the Holder thereof, exercise of the repayment option by the Holder shall be
irrevocable unless waived by the Company.


 


SECTION 1304.  When Securities Presented for Repayment
Become Due and Payable.  If
Securities of any series providing for repayment at the option of the Holders
thereof shall have been surrendered as provided in this Article and as provided
by or pursuant to the terms of such Securities, such Securities or the portions
thereof, as the case may be, to be repaid shall become due and payable and
shall be paid by the Company on the Repayment Date therein specified, and on
and after such Repayment Date (unless the Company shall default in the payment
of such Securities on such Repayment Date) such Securities shall, if the same
were interest-bearing, cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be repaid, except to the extent
provided below, shall be void.  Upon
surrender of any such Security for repayment in accordance with such
provisions, together with all coupons, if any, appertaining thereto maturing
after the Repayment Date, the principal amount of such Security so to be repaid
shall be paid by the Company, together with accrued interest, if any, to the
Repayment Date; provided, however, that coupons whose Stated Maturity is on or
prior to the Repayment Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section
1002) and, unless otherwise specified pursuant to Section 301, only upon
presentation and surrender of such coupons; and provided further that, in the
case of Registered Securities (except as otherwise specified in or pursuant to
this Indenture or the Registered Securities of a series), installments of
interest, if any, whose Stated Maturity is on or prior to the Repayment Date
shall be payable (but without interest thereon, unless the Company shall
default in the payment thereof) 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 Bearer Security
surrendered for repayment shall not be accompanied by all appurtenant coupons
maturing after the Repayment Date, such Security may be paid after deducting
from the amount payable therefor as provided in Section 1302 an amount equal to
the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there shall
be furnished to them such security or indemnity as they may require to save
each of them and any Paying Agent harmless. 
If thereafter the Holder of such Security shall surrender to the Trustee
or any Paying Agent any such missing coupon in respect of which a deduction
shall have been made as provided in the preceding sentence, such Holder shall
be entitled to receive the amount so deducted; provided, however, that interest
represented by coupons shall be payable only at an office or agency located
outside the United States (except as otherwise provided in Section 1002) and,
unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those coupons.


 


If the principal amount
of any Security surrendered for repayment shall not be so repaid upon surrender
thereof, such principal amount (and, to the extent legally enforceable, the
interest, if any, thereon accrued to such Repayment Date) shall, until paid,
bear interest from the


 


73

















 


Repayment Date at the
rate of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) borne by such Security on the Repayment Date.


 


SECTION 1305.  Securities Repaid in Part.  Upon surrender of any Registered Security
which is to be repaid in part only, the Company shall execute and the Trustee
shall authenticate and deliver to the Holder of such Security, without service
charge and at the expense of the Company, a new Registered Security or
Securities of the same series, of any authorized denomination specified by the
Holder, in an aggregate principal amount equal to and in exchange for the
portion of the principal of such Security so surrendered which is not to be
repaid.


 


 


ARTICLE FOURTEEN



DEFEASANCE AND COVENANT DEFEASANCE


 


SECTION 1401.  Applicability of Article; Company’s
Option to Effect Defeasance or Covenant Defeasance.  If, pursuant to Section 301, provision is
made for either or both of (a) defeasance of the Securities of or within a
series under Section 1402 or (b) covenant defeasance of the Securities of or
within a series under Section 1403, then the provisions of such Section or
Sections, as the case may be, together with the other provisions of this
Article (with such modifications thereto as may be specified pursuant to
Section 301 with respect to any Securities), shall be applicable to such
Securities and any coupons appertaining thereto, and the Company may at its
option by Board Resolution, at any time, with respect to such Securities and
any coupons appertaining thereto, elect to have Section 1402 (if applicable) or
Section 1403 (if applicable) be applied to such Outstanding Securities and any
coupons appertaining thereto upon compliance with the conditions set forth
below in this Article.


 


SECTION 1402.  Defeasance and Discharge.  Upon the Company’s exercise of the above
option applicable to this Section with respect to any Securities of or within a
series, the Company shall be deemed to have been discharged from its
obligations with respect to such Outstanding Securities and any coupons
appertaining thereto on the date the conditions set forth in Section 1404 are
satisfied (hereinafter, “defeasance”). 
For this purpose, such defeasance means that the Company shall be deemed
to have paid and discharged the entire indebtedness represented by such
Outstanding Securities and any coupons appertaining thereto, which shall
thereafter be deemed to be “Outstanding” only for the purposes of Section 1405
and the other Sections of this Indenture referred to in clauses (A) and (B)
below, and to have satisfied all of its other obligations under such Securities
and any coupons appertaining thereto and this Indenture insofar as such
Securities and any coupons appertaining thereto are concerned (and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging
the same), except for the following which shall survive until otherwise
terminated or discharged hereunder: (A) the rights of Holders of such
Outstanding Securities and any coupons appertaining thereto to receive, solely
from the trust fund described in Section 1404 and as more fully set forth in
such Section, payments in respect of the principal of (and premium, if any) and
interest, if any, on such Securities and any coupons appertaining thereto when
such payments are due, (B) the Company’s obligations with respect to such
Securities under Sections 305, 306, 1002 and 1003 and with respect to the
payment of Additional Amounts, if any, on such Securities as contemplated by


 


74

















 


Section 1011, and under
or with respect to Section 606 hereof, (C) the rights, powers, trusts, duties
and immunities of the Trustee hereunder, (D) the rights of Holders to convert
Securities, if any, in accordance with their terms, and (E) this Article.  Subject to compliance with this Article
Fourteen, the Company may exercise its option under this Section
notwithstanding the prior exercise of its option under Section 1403 with respect
to such Securities and any coupons appertaining thereto.


 


SECTION 1403.  Covenant Defeasance.  Upon the Company’s exercise of the above
option applicable to this Section with respect to any Securities of or within a
series, the Company shall be released from its obligations under Sections 1004
to 1010, inclusive, and, if specified pursuant to Section 301, its obligations
under any other covenant, with respect to such Outstanding Securities and any
coupons appertaining thereto on and after the date the conditions set forth in
Section 1404 are satisfied (hereinafter, “covenant defeasance”), and
such Securities and any coupons appertaining thereto shall thereafter be deemed
to be not “Outstanding” for the purposes of any direction, waiver, consent or
declaration or Act of Holders (and the consequences of any thereof) in
connection with Sections 1004 to 1010, inclusive, or such other covenant, but
shall continue to be deemed “Outstanding” for all other purposes
hereunder.  For this purpose, such
covenant defeasance means that, with respect to such Outstanding Securities and
any coupons appertaining thereto, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such Section or such other covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such Section or such other
covenant or by reason of reference in any such Section or such other covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a default or an Event of Default under Section
501(4) or 501(10) or otherwise, as the case may be, but, except as specified
above, the remainder of this Indenture and such Securities and any coupons
appertaining thereto shall be unaffected thereby.


 


SECTION 1404.  Conditions to Defeasance or Covenant
Defeasance.  The following shall be
the conditions to application of Section 1402 or Section 1403 to any
Outstanding Securities of or within a series and any coupons appertaining
thereto:


 


(a)           The Company shall
irrevocably have deposited or caused to be deposited with the Trustee (or
another trustee satisfying the requirements of Section 607 who shall agree in
writing with the Company and the Trustee, an executed copy of which shall be
provided to the Trustee, to comply with the provisions of this Article Fourteen
applicable to it (any such other trustee being referred to herein, and in
Section 1405, as an “Other Qualifying Trustee”) as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for,
and dedicated solely to, the benefit of the Holders of such Securities and any
coupons appertaining thereto, (1) an amount in such currency or currencies
in which such Securities and any coupons appertaining thereto are then
specified as payable at Stated Maturity, or (2) Government Obligations
applicable to such Securities and coupons appertaining thereto (determined on
the basis of the currency or currencies in which such Securities and coupons
appertaining thereto are then specified as payable at Stated Maturity) which
through the scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day before the due
date of any payment of principal of (and premium, if any) and interest, if any,
on


 


75

















 


such Securities and any
coupons appertaining thereto, money in an amount, or (3) a combination thereof,
in any case, in an amount, sufficient, without consideration of any
reinvestment of such principal and interest, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which
shall be applied by the Trustee (or Other Qualifying Trustee) to pay and
discharge, (i) the principal of (and premium, if any) and interest, if any, on
such Outstanding Securities and any coupons appertaining thereto on the Stated
Maturity of such principal or installment of principal or interest and (ii) any
mandatory sinking fund payments or analogous payments applicable to such
Outstanding Securities and any coupons appertaining thereto on the day on which
such payments are due and payable in accordance with the terms of this
Indenture and of such Securities and any coupons appertaining thereto.  The Trustee shall have no liability for the
actions or omissions of any Other Qualifying Trustee.


 


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


 


(c)           No Event of Default or
event which with notice or lapse of time or both would become an Event of
Default with respect to such Securities and any coupons appertaining thereto
shall have occurred and be continuing on the date of such deposit or, insofar
as Sections 501(6) and 501(7) are concerned, at any time during the period
ending on the 91st day after the date of such deposit (it being understood that
this condition shall not be deemed satisfied until the expiration of such
period).


 


(d)           In the case of an
election under Section 1402, the Company shall have delivered to the Trustee an
Opinion of Counsel stating that (i) the Company has received from, or there has
been published by, the Internal Revenue Service a ruling, or (ii) since the
date of execution of this Indenture, there has been a change in the applicable
Federal income tax law, in either case to the effect that, and based thereon
such opinion shall confirm that, the Holders of such Outstanding Securities and
any coupons appertaining thereto will not recognize income, gain or loss for
Federal income tax purposes as a result of such defeasance and will be subject
to Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such defeasance had not occurred.


 


(e)           In the case of an
election under Section 1403, the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that the Holders of such Outstanding
Securities and any coupons appertaining thereto will not recognize income, gain
or loss for Federal income tax purposes as a result of such covenant defeasance
and will be subject to Federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such covenant
defeasance had not occurred.


 


(f)            The Company shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that all conditions precedent to the defeasance under Section 1402
or the covenant defeasance under Section 1403 (as the case may be) have been
complied with and an Opinion of Counsel to the effect that either (i) as a
result of a deposit pursuant to


 


76

















 


subsection (a) above and
the related exercise of the Company’s option under Section 1402 or Section 1403
(as the case may be), registration is not required under the Investment Company
Act of 1940, as amended, by the Company, with respect to the trust funds
representing such deposit or by the Trustee for such trust funds or (ii) all
necessary registrations under said Act have been effected.


 


(g)           Notwithstanding any
other provisions of this Section, such defeasance or covenant defeasance shall
be effected in compliance with any additional or substitute terms, conditions
or limitations which may be imposed on the Company in connection therewith
pursuant to Section 301.


 


SECTION 1405.  Deposited Money and Government
Obligations to Be Held in Trust; Other Miscellaneous Provisions.  Subject to the provisions of the last
paragraph of Section 1003, all money and Government Obligations (or other
property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or Other Qualifying Trustee) pursuant to
Section 1404 in respect of any Outstanding Securities of any series and any
coupons appertaining thereto shall be held in trust and applied by the Trustee
(or such Other Qualifying Trustee, as applicable), in accordance with the
provisions of such Securities and any coupons appertaining thereto and this
Indenture, to the payment, either directly or through any Paying Agent (including
the Company acting as its own Paying Agent) as the Trustee (or such Other
Qualifying Trustee, as applicable) may determine, to the Holders of such
Securities and any coupons appertaining thereto of all sums due and to become
due thereon in respect of principal (and premium, if any) and interest and
Additional Amounts, if any, but such money need not be segregated from other
funds except to the extent required by law.


 


Unless otherwise
specified with respect to any Security pursuant to Section 301, if, after a
deposit referred to in Section 1404(a) has been made, (a) the Holder of a
Security in respect of which such deposit was made is entitled to, and does,
elect pursuant to Section 301 or the terms of such Security to receive payment
in a currency other than that in which the deposit pursuant to Section 1404(a)
has been made in respect of such Security, or (b) a Conversion Event occurs in
respect of the currency in which the deposit pursuant to Section 1404(a) has
been made, the indebtedness represented by such Security and any coupons
appertaining thereto shall be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of (and premium,
if any), and interest, if any, on such Security as the same becomes due out of
the proceeds yielded by converting (from time to time as specified below in the
case of any such election) the amount or other property deposited in respect of
such Security into the currency in which such Security becomes payable as a
result of such election or Conversion Event based on the applicable market
exchange rate for such currency in effect on the second Business Day prior to
each payment date, except, with respect to a Conversion Event, for such
currency in effect (as nearly as feasible) at the time of the Conversion Event.


 


The Company shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the Government Obligations deposited pursuant to Section 1404
or the principal and interest received in respect thereof other than any such
tax, fee or other


 


77

















 


charge which by law is
for the account of the Holders of such Outstanding Securities and any coupons
appertaining thereto.


 


Anything in this Article
to the contrary notwithstanding, subject to Section 606, the Trustee (or such
Other Qualifying Trustee, as applicable) shall deliver or pay to the Company
from time to time upon Company Request any money or Government Obligations (or
other property and any proceeds therefrom) held by it as provided in Section
1404 which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to
the Trustee, are in excess of the amount thereof which would then be required
to be deposited to effect a defeasance or covenant defeasance, as applicable,
in accordance with this Article.


 


 


ARTICLE FIFTEEN



MEETINGS OF HOLDERS OF SECURITIES


 


SECTION 1501.  Purposes for Which Meetings May Be Called.  A meeting of Holders of Securities of any
series may be called at any time and from time to time pursuant to this Article
to make, give or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be made, given or
taken by Holders of Securities of such series.


 


SECTION 1502.  Call, Notice and Place of Meetings.  (a) 
The Trustee may at any time call a meeting of Holders of Securities of
any series for any purpose specified in Section 1501, to be held at such time
and at such place in Boston, Massachusetts, or in the Borough of Manhattan, The
City of New York, or in London as the Trustee shall determine.  Notice of every meeting of Holders of
Securities of any series, setting forth the time and the place of such meeting
and in general terms the action proposed to be taken at such meeting, shall be
given, in the manner provided in Section 106, not less than 21 nor more than
180 days prior to the date fixed for the meeting.


 


(b)           In case at any time the
Company, pursuant to a Board Resolution, or the Holders of at least 10% in
principal amount of the Outstanding Securities of any series shall have
requested the Trustee to call a meeting of the Holders of Securities of such
series for any purpose specified in Section 1501, by written request setting
forth in reasonable detail the action proposed to be taken at the meeting, and
the Trustee shall not have made the first publication of the notice of such
meeting within 21 days after receipt of such request or shall not thereafter
proceed to cause the meeting to be held as provided herein, then the Company or
the Holders of Securities of such series in the amount above specified, as the
case may be, may determine the time and the place in Boston, Massachusetts, or
in the Borough of Manhattan, The City of New York, or in London for such
meeting and may call such meeting for such purposes by giving notice thereof as
provided in subsection (a) of this Section.


 


SECTION 1503.  Persons Entitled to Vote at Meetings.
 To be entitled to vote at any meeting
of Holders of Securities of any series, a Person shall be (1) a Holder of one
or more


 


78

















 


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


 


SECTION 1504.  Quorum; Action.  The Persons entitled to vote a majority in
principal amount of the Outstanding Securities of a series shall constitute a
quorum for a meeting of Holders of Securities of such series; provided,
however, that if any action is to be taken at such meeting with respect to a
consent or waiver which this Indenture expressly provides may be given by the
Holders of not less than a specified percentage in principal amount of the
Outstanding Securities of a series, the Persons entitled to vote such specified
percentage in principal amount of the Outstanding Securities of such series
shall constitute a quorum.  In the
absence of a quorum within 30 minutes after the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of Securities
of such series, be dissolved.  In any
other case the meeting may be adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such
meeting.  In the absence of a quorum at
any such adjourned meeting, such adjourned meeting may be further adjourned for
a period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such adjourned meeting.  Notice of the reconvening of any adjourned meeting shall be given
as provided in Section 1502(a), except that such notice need be given only once
not less than five days prior to the date on which the meeting is scheduled to
be reconvened.  Notice of the
reconvening of any adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the Outstanding Securities of such
series which shall constitute a quorum.


 


Except as limited by the
proviso to Section 902, any resolution presented to a meeting or adjourned
meeting duly reconvened at which a quorum is present as aforesaid may be
adopted by the affirmative vote of the Holders of a majority in principal
amount of the Outstanding Securities of that series; provided, however, that,
except as limited by the proviso to Section 902, any resolution with respect to
any request, demand, authorization, direction, notice, consent, waiver or other
action which this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is
present as aforesaid by the affirmative vote of the Holders of such specified
percentage in principal amount of the Outstanding Securities of that series.


 


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


 


Notwithstanding the
foregoing provisions of this Section 1504, if any action is to be taken at a
meeting of Holders of Securities of any series with respect to any request,
demand, authorization, direction, notice, consent, waiver or other action that
this Indenture expressly


 


79

















 


provides may be made,
given or taken by the Holders of a specified percentage in principal amount of
all Outstanding Securities affected thereby, or of the Holders of such series
and one or more additional series:


 


(i)            there shall be no
minimum quorum requirement for such meeting; and


 


(ii)           the principal amount of
the Outstanding Securities of such series that vote in favor of such request,
demand, authorization, direction, notice, consent, waiver or other action shall
be taken into account in determining whether such request, demand,
authorization, direction, notice, consent, waiver or other action has been
made, given or taken under this Indenture.


 


SECTION 1505.  Determination of Voting Rights; Conduct
and Adjournment of Meetings. 
(a)  Notwithstanding any
provisions of this Indenture, the Trustee may make such reasonable regulations
as it may deem advisable for any meeting of Holders of Securities of a series
in regard to proof of the holding of Securities of such series and of the
appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate.  Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the manner specified
in Section 104 and the appointment of any proxy shall be proved in the manner
specified in Section 104 or by having the signature of the Person executing the
proxy witnessed or guaranteed by any trust company, bank or banker authorized
by Section 104 to certify to the holding of Bearer Securities.  Such regulations may provide that written
instruments appointing proxies, regular on their face, may be presumed valid
and genuine without the proof specified in Section 104 or other proof.


 


(b)           The Trustee shall, by
an instrument in writing appoint a temporary chairman of the meeting, unless
the meeting shall have been called by the Company or by Holders of Securities
as provided in Section 1502(b), in which case the Company or the Holders of
Securities of the series calling the meeting, as the case may be, shall in like
manner appoint a temporary chairman.  A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the Outstanding
Securities of such series represented at the meeting.


 


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


 


(d)           Any meeting of Holders
of Securities of any series duly called pursuant to Section 1502 at which a
quorum is present may be adjourned from time to time by Persons entitled to
vote a majority in principal amount of the Outstanding Securities of such
series represented at the meeting, and the meeting may be held as so adjourned
without further notice.


 


80

















 


SECTION 1506.  Counting Votes and Recording Action of
Meetings.  The vote upon any
resolution submitted to any meeting of Holders of Securities of any series
shall be by written ballots on which shall be subscribed the signatures of the
Holders of Securities of such series or of their representatives by proxy and
the principal amounts and serial numbers of the Outstanding Securities of such
series held or represented by them.  The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting.  A record, at least in duplicate, of the
proceedings of each meeting of Holders of Securities of any Series shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
fact, setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 1502 and, if applicable, Section
1504.  Each copy shall be signed and
verified by the affidavits of the permanent chairman and secretary of the
meeting and one such copy shall be delivered to the Company and another to the
Trustee to be preserved by the Trustee, the latter to have attached thereto the
ballots voted at the meeting.  Any record
so signed and verified shall be conclusive evidence of the matters therein
stated.


 


 


ARTICLE SIXTEEN



GUARANTEE OF SECURITIES


 


SECTION 1601.  Guarantee.  (1)  Each Person
designated as a “Guarantor” in the Board Resolution, supplemental indenture or
Officers’ Certificate establishing a series of Securities that also establishes
itself as a Guarantor of such Securities by Board Resolution or pursuant to
authority granted by one or more Board Resolutions and set forth, or determined
in the manner provided, in an Officers’ Certificate, or established in one or
more indentures supplemental hereto, with respect to each series of Securities
to which this Article Sixteen is made applicable, irrevocably and
unconditionally guarantees (the “Guarantee”) to each Holder of a Security of
such series authenticated and delivered by the Trustee and to the Trustee and
its successors and assigns, irrespective of the validity and enforceability of
this Indenture, the Securities of such series or the obligations of the Company
under this Indenture or the Securities of such series, that: (i) the principal
of and premium, if any, and interest on, or any Additional Amount in respect
of, the Securities of such series will be paid in full when due, whether at the
Stated Maturity or Interest Payment Date, by acceleration, call for redemption,
or otherwise; (ii) all other obligations of the Company to the Holders of such
series or the Trustee under this Indenture or the Securities of such series
will be promptly paid in full, all in accordance with the terms of this Indenture
and the Securities of such series; and (iii) in case of any extension of time
of payment or renewal of any Securities of such series or any of such other
obligations thereunder, they will be paid in full when due in accordance with
the terms of the extension or renewal, whether at the Stated Maturity or
Interest Payment Date, by acceleration, call for redemption, or otherwise.  Failing payment when due of any amount so
guaranteed for whatever reason, each Guarantor shall be obligated to pay the
same before failure so to pay becomes an Event of Default with respect to
Securities of any series.  If the
Company defaults in the payment


 


81

















 


of the principal of or
premium, if any, or interest on, or any Additional Amount in respect of, the
Securities of a series so guaranteed when and as the same shall become due,
whether at the Stated Maturity or Interest Payment Date, by acceleration, call
for redemption, or otherwise, without the necessity of action by the Trustee or
any Holder, each Guarantor with respect to such series shall be required to
promptly make such payment in full.  The
obligations of all Guarantors under this Article Sixteen shall be joint and
several.


 


(2)  Each Guarantor agrees with respect to Securities
of any series that its obligations with regard to this Guarantee shall be as
principal and not merely as surety and shall be full, irrevocable and
unconditional, irrespective of the validity, regularity or enforceability of
the Securities of such series or this Indenture, the absence of any action to
enforce the same, any delays in obtaining or realizing upon or failures to
obtain or realize upon collateral, the recovery of any judgment against the
Company, any action to enforce the same or any other circumstances that might
otherwise constitute a legal or equitable discharge or defense of a surety or a
guarantor.  Each Guarantor with respect
to Securities of any series hereby waives diligence, presentment, demand of
payment, 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 or
right to require the prior disposition of the assets of the Company to meet its
obligations, protest, notice and all demands whatsoever and covenants that this
Guarantee will not be discharged except by complete performance of all
obligations contained in the Securities of such series and this Indenture as it
relates to such series of Securities.


 


(3)  If any Holder of Securities of a series or
the Trustee is required by any court or otherwise to return to any of the
Company or a Guarantor with respect to Securities of that series, or any
Custodian, trustee, or similar official acting in relation to any of the
Company or a Guarantor, any amount paid by any of the Company or a Guarantor to
the Trustee or such Holder with respect to Securities of that series, the
Guarantee with respect to Securities of that series, to the extent theretofore
discharged, shall be reinstated in full force and effect.  Each Guarantor agrees that it will not be
entitled to any right of subrogation in relation to the Holders of Securities
of a series in respect of any obligations guaranteed hereby until payment in
full of all obligations of Securities of such series.  Each Guarantor further agrees that, as between the Guarantors, on
the one hand, and the Holders and the Trustee, on the other hand, (i) the
maturity of the obligations guaranteed hereby may be accelerated as provided in
Section 502 for the purposes of a Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration as to the Company
of the obligations so guaranteed, and (ii) in the event of any declaration of
acceleration of those obligations as provided in Section 502, those obligations
(whether or not due and payable) will forthwith become due and payable by the
Guarantors with respect to Securities of a series for purposes of the
Guarantee.


 


(4)  Each Guarantor and by its acceptance of a
Security issued hereunder each Holder hereby confirms that it is the intention
of all such parties that the Guarantee by each Guarantor set forth in Section
1601(1) not constitute a fraudulent transfer or conveyance for purpose of any
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar Federal or state law.  To effectuate the foregoing intention, the Holders and all
Guarantors hereby irrevocably agree that the obligations of each of


 


82

















 


the Guarantors under the
Guarantee set forth in Section 1601(1) shall be limited to the maximum amount
as will, after giving effect to all other contingent and fixed liabilities of
such Guarantor, and after giving effect to any collections from or payments
made by or on behalf of any other Guarantor in respect of the obligations of
such other Guarantor under its Guarantee or pursuant to the next succeeding
sentence, result in the obligations of such Guarantor under such Guarantee not
constituting such a fraudulent transfer or conveyance.  Each Guarantor that makes any payment or
distribution under Section 1601(1) shall be entitled to a contribution from
each other Guarantor equal to its Pro Rata Portion of such payment or
distribution.  For purposes of the
foregoing, the “Pro Rata Portion” of any Guarantor means the percentage of net
assets of all Guarantors held by such Guarantor, determined in accordance with
GAAP.


 


(5)  It is the intention of the parties that the
obligations of the Guarantors shall be in, but not in excess of, the maximum
amount permitted by applicable law. 
Accordingly, if the obligations in respect of the Guarantee would be
annulled, avoided or subordinated to the creditors of any Guarantor by a court
of competent jurisdiction in a proceeding actually pending before such court as
a result of a determination both that such Guarantee was made without fair
consideration and, immediately after giving effect thereto, such Guarantor was
insolvent or unable to pay its debts as they mature or left with an
unreasonably small capital, then the obligations of such Guarantor under such
Guarantee shall be reduced by such court if and to the extent such reduction
would result in the avoidance of such annulment, avoidance or subordination;
provided, however, that any reduction pursuant to this paragraph shall be made
in the smallest amount as is strictly necessary to reach such result.  For purposes of this paragraph, “fair
consideration,” “insolvency,” “unable to pay its debts as they mature,” “unreasonably
small capital” and the effective times of reductions, if any, required by this
paragraph shall be determined in accordance with applicable law.


 


(6)  If the obligations of any Guarantor are
reduced pursuant to Section 1601(4) or 1601(5) above, such reduction shall be
applied proportionately with respect to all Securities (of whatever series)
guaranteed under Section 1601, in accordance with the respective outstanding
principal amount of such Securities so guaranteed (or, if any Securities are Original
Issue Discount Securities, the accreted value of such Securities) and being
then due upon the acceleration of the payment of such Securities.


 


(7)  A Guarantor may consolidate with, sell,
lease or convey all or substantially all of its assets to, or merge with or
into, the Company, a Subsidiary of the Company or another Guarantor at any time
without limitation, provided that, if the successor entity or entity acquiring
the assets is a Subsidiary of the Company or another Guarantor, such entity
expressly or by operation of law assumes all of the obligations of the
Guarantor under this Indenture in connection with the transaction.  In any such case, the Guarantor shall be
released from all obligations under this Indenture.


 


(8) In addition to the
transactions permitted by Section 1601(7), a Guarantor may consolidate with,
sell, lease or convey all or substantially all of its assets to, or merge with
or into, any other corporation, provided that, in any such case, the Guarantor
shall be the continuing corporation, or the successor corporation or
corporation acquiring the assets shall be a


 


83

















 


corporation organized and
existing under the laws of the United States or a State thereof and such
corporation expressly assumes all of the obligations of the Guarantor under
this Indenture by supplemental indenture complying with Article Nine hereof,
satisfactory to the Trustee, executed and delivered to the Trustee by such
corporation.  In any such case, the
Guarantor shall be released from all obligations under this Indenture.  Any such consolidation, sale, lease,
conveyance or merger is also subject to the condition that the Trustee receive
an Officers’ Certificate of the Guarantor and an Opinion of Counsel to the effect
that the transaction, and the assumption by any successor corporation or
acquiror of assets, complies with the provisions of this Section 1601(8) and
that all conditions precedent herein provided for relating to such transaction
have been complied with.


 


(9)  Upon a sale, transfer or other disposition
of Capital Stock of a Subsidiary Guarantor by the Company to a Person other
than the Company, which disposition (i) is not subject to Section 1601(7),
Section 1601(8) or Article Eight, (ii) causes such Guarantor to no longer be a
Subsidiary of the Company, (iii) is for consideration at least equal to the
fair value of the Capital Stock disposed of (in the good faith determination of
the Board of Directors of the Company) and (iv) is otherwise in compliance with
the terms of this Indenture, such Guarantor shall be released from all
obligations under this Indenture.  Upon
the delivery by the Company to the Trustee of an Officers’ Certificate and, if
requested by the Trustee, an Opinion of Counsel to the effect that the
transaction or series of related transactions giving rise to the release of
such obligations was made in accordance with the provisions of this Indenture,
the Trustee shall execute any documents reasonably required in order to
evidence the release of such Guarantor from its obligations.  Any Guarantor not so released remains liable
for the full amount of principal of and premium, if any, and interest on, and
any Additional Amounts with respect to, the Securities as provided in this
Article Sixteen.


 


SECTION 1602. 
Future Guarantors.  Each
Person providing a guarantee of any Security of a series pursuant to this
Indenture shall execute and deliver a supplemental indenture making such Person
a party to this Indenture for the purpose of becoming a Guarantor.


 


SECTION 1603.  Delivery of Guarantee.  The delivery of any Security of a series by
the Trustee, after the authentication thereof hereunder, shall constitute due
delivery of the Guarantee set forth in Section 1601 on behalf of each Guarantor
for that series.


 


* * * * *


 


This Indenture 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 Indenture.


 


84

















 


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.


 


 


	
   

  	
  NEW PLAN EXCEL REALTY TRUST, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven F. Siegel

  	
   

  
	
  [SEAL]

  	
   

  	
  Name:  Steven
  F. Siegel

  	
   

  
	
   

  	
   

  	
  Title: 
  Executive Vice President

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ John B. Roche

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief Financial Officer
  and

  	
   

  	
   

  	
   

  
	
   

  	
  Executive Vice
  President

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK TRUST NATIONAL
  ASSOCIATION

  
	
   

  	
  as Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ward A. Spooner

  	
   

  
	
   

  	
   

  	
  Name:  Ward
  A. Spooner

  	
   

  
	
   

  	
   

  	
  Title:  Vice
  President

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Barbara Nastro

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  	
   

  	
   

  
							



 


85

















 


	
  STATE OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss:

  
	
  COUNTY OF NEW YORK

  	
  )

  	
   

  



 


On the 30th day of
January, 2004, before me personally came Steven F. Siegel, to me known, who,
being by me duly sworn, did depose and say that he is Executive Vice President
of NEW PLAN EXCEL REALTY TRUST, INC., one of the entities described in and
which executed the foregoing instrument; that he knows the seal of said entity;
that the seal affixed to said instrument is such entity’s seal; that it was so
affixed by authority of the Board of Directors of said entity, and that he
signed his name thereto by like authority.


 


[Notarial Seal]


 


 


	
   

  	
  /s/ Linda A. Torretto

  	
   

  
	
   

  	
   Notary Public

  
	
   

  	
   COMMISSION EXPIRES

  



 


	
  [STATE OF NEW YORK]

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss:

  
	
  [COUNTY OF NEW YORK]

  	
  )

  	
   

  



 


On the 30th day of
January, 2004, before me personally came Ward A. Spooner, to me known, who,
being by me duly sworn, did depose and say that he/she is Vice President of
U.S. BANK TRUST NATIONAL ASSOCIATION, one of the entities described in and
which executed the foregoing instrument; that he/she knows the seal of said
entity; that the seal affixed to said instrument is such entity’s seal; that it
was so affixed by authority of the Board of Directors of said entity, and that
he/she signed his/her name thereto by like authority.


 


[Notarial Seal]


 


 


	
   

  	
  /s/ Cheryl L. Clarke

  	
   

  
	
   

  	
   Notary Public

  
	
   

  	
   COMMISSION EXPIRES

  



 


86

















 


EXHIBIT
A


 


FORMS OF CERTIFICATION


 


EXHIBIT A-1


 


FORM OF CERTIFICATE TO BE GIVEN BY
PERSON ENTITLED

TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST

PAYABLE PRIOR TO THE EXCHANGE DATE


 


CERTIFICATE


 


[Insert title or
sufficient description of Securities to be delivered]


 


To:  [Euroclear] [Cedelbank]


 


From:  [Beneficial Holder]


 


This is to certify that,
as of the date hereof, and except as set forth below, the above-captioned
Securities held by you for our account (i) are owned by person(s) that are not
citizens or residents of the United States, domestic partnerships, domestic
corporations or any estate or trust the income of which is subject to United
States federal income taxation regardless of its source (“United States
person(s)”), (ii) are owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial institutions, as
defined in United States Treasury Regulations Section 2.165-12(c)(1)(v) are
herein referred to as “financial institutions”) purchasing for their own
account or for resale, or (b) United States person(s) who acquired the
Securities through foreign branches of United States financial institutions and
who hold the Securities through such United States financial institutions on
the date hereof (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or through its agent,
that you may advise New Plan Excel Realty Trust, Inc. (the “Company”) or
its agent that such financial institution will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) are owned by United
States or foreign financial institution(s) for purposes of resale during the
restricted period (as defined in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is a United States or
foreign financial institution described in clause (iii) above (whether or not
also described in clause (i) or (ii)), this is to further certify that such
financial institution has not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person within the
United States or its possessions.


 


As used herein, “United
States” means the United States of America (including the States and the
District of Columbia); and its “possessions” include Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands.


 


A-1-1

















 


We undertake to advise
you promptly by tested telex on or prior to the date on which you intend to
submit your certification relating to the above-captioned Securities held by
you for our account in accordance with your Operating Procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.


 


This certificate excepts
and does not relate to [U.S.$]
               
of such interest in the above-captioned Securities in respect of which we are
not able to certify and as to which we understand an exchange for an interest
in a Permanent Global Security or an exchange for and delivery of definitive
Securities (or, if relevant, collection of any interest) cannot be made until
we do so certify.


 


We understand that this
certificate may be required in connection with certain tax legislation in the
United States.  If administrative or
legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.


 


This certificate may be
relied upon by you and each of the Company, U.S. Bank Trust National
Association, as trustee under the Indenture dated as of January 30, 2004
between U.S. Bank Trust National Association, as trustee, and the Company (the
“Indenture”) and any Paying Agent (as defined in the Indenture).


 


Dated:
                    
       , 200   


[To be dated no earlier
than the 15th day prior to (i) the Exchange Date or (ii) the relevant Interest
Payment Date occurring prior to the Exchange Date, as applicable]


 


	
   

  	
  [Name of Person Making

  
	
   

  	
  Certification]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Authorized Signator)

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


A-1-2

















 


EXHIBIT A-2


 


FORM OF CERTIFICATE TO BE GIVEN BY
EUROCLEAR AND CEDELBANK IN

CONNECTION WITH THE EXCHANGE OF A PORTION OF A TEMPORARY

GLOBAL SECURITY OR TO OBTAIN INTEREST PAYABLE PRIOR TO THE

EXCHANGE DATE


 


CERTIFICATE


 


[Insert title or
sufficient description of Securities to be delivered]


 


To:  U.S. Bank Trust National Association, as
trustee (the “Trustee”) under the Indenture dated as of January 30, 2004 by and
between the Company (as defined below) and the Trustee.


 


From:  [Euroclear] [Cedelbank]


 


This is to certify that,
based solely on written certifications that we have received in writing, by
tested telex or by electronic transmission from each of the persons appearing
in our records as persons entitled to a portion of the principal amount set
forth below (our “Member Organizations”) substantially in the form
attached hereto, as of the date hereof, [U.S.$] principal amount of the
above-captioned Securities (i) is owned by person(s) that are not citizens or
residents of the United States, domestic partnerships, domestic corporations or
any estate or trust the income of which is subject to United States Federal
income taxation regardless of its source (“United States person(s)”),
(ii) is owned by United States person(s) that are (a) foreign branches of
United States financial institutions (financial institutions, as defined in
U.S. Treasury Regulations Section 1.165-12(c)(1)(v) are herein referred to as “financial
institutions”) purchasing for their own account or for resale, or (b)
United States person(s) who acquired the Securities through foreign branches of
United States financial institutions and who hold the Securities through such
United States financial institutions on the date hereof (and in either case (a)
or (b), each such financial institution has agreed, on its own behalf or through
its agent, that we may advise New Plan Excel Realty Trust, Inc. (the “Company”)
or its agent that such financial institution will comply with the requirements
of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) is owned by United States or
foreign financial institution(s) for purposes of resale during the restricted
period (as defined in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and, to the further effect, that financial
institutions described in clause (iii) above (whether or not also described in
clause (i) or (ii)) have certified that they have not acquired the Securities
for purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.


 


As used herein, “United
States” means the United States of America (including the States and the
District of Columbia); and its “possessions” include Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands.


 


A-2-1

















 


We further certify that
(i) we are not making available herewith for exchange (or, if relevant,
collection of any interest) any portion of the temporary global Security
representing the above-captioned Securities excepted in the above-referenced
certificates of Member Organizations and (ii) as of the date hereof we have not
received any notification from any of our Member Organizations to the effect
that the statements made by such Member Organizations with respect to any
portion of the part submitted herewith for exchange (or, if relevant,
collection of any interest) are no longer true and cannot be relied upon as of
the date hereof.


 


We understand that this
certification is required in connection with certain tax legislation in the
United States.  If administrative or
legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.


 


This certificate may be
relied upon by you and by the Company.


 


Dated: 
             ,
19   


[To be dated no earlier
than the Exchange Date or the relevant Interest Payment Date occurring prior to
the Exchange Date, as applicable]


 


	
   

  	
  [                                       ,]
  as

  
	
   

  	
  Operator of the
  Euroclear System

  
	
   

  	
  [Cedelbank]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


A-2-2