Exhibit 4.7


 


KNOLL, INC.


 


and


 


U.S. BANK NATIONAL ASSOCIATION,


 


as Trustee


 


SENIOR INDENTURE


 


Dated as of August 21, 2009


 


Providing for the Issuance of

Senior Debt Securities in Series


 

















 


KNOLL, INC.


 


Reconciliation and Tie
between Trust Indenture Act of 1939

and Indenture Provisions (1)


 


	
  Trust
  Indenture Act Section

  	
   

  	
  Indenture Section

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 310

  	
  (a)(1)

  	
   

  	
  6.09

  
	
   

  	
  (a)(2)

  	
   

  	
  6.09

  
	
   

  	
  (a)(3)

  	
   

  	
  Not Applicable

  
	
   

  	
  (a)(4)

  	
   

  	
  Not Applicable

  
	
   

  	
  (a)(5)

  	
   

  	
  6.09

  
	
   

  	
  (b)

  	
   

  	
  6.08, 6.10

  
	
  Section 311

  	
  (a)

  	
   

  	
  6.13

  
	
   

  	
  (b)

  	
   

  	
  6.13

  
	
  Section 312

  	
  (a)

  	
   

  	
  7.01, 7.02

  
	
   

  	
  (b)

  	
   

  	
  7.02

  
	
   

  	
  (c)

  	
   

  	
  7.02

  
	
  Section 313

  	
  (a)

  	
   

  	
  7.03

  
	
   

  	
  (b)

  	
   

  	
  7.03

  
	
   

  	
  (c)

  	
   

  	
  7.03

  
	
   

  	
  (d)

  	
   

  	
  7.03

  
	
  Section 314

  	
  (a)

  	
   

  	
  7.04

  
	
   

  	
  (a)(4)

  	
   

  	
  10.04

  
	
   

  	
  (b)

  	
   

  	
  Not Applicable

  
	
   

  	
  (c)(1)

  	
   

  	
  1.02

  
	
   

  	
  (c)(2)

  	
   

  	
  1.02

  
	
   

  	
  (c)(3)

  	
   

  	
  Not Applicable

  
	
   

  	
  (d)

  	
   

  	
  Not Applicable

  
	
   

  	
  (e)

  	
   

  	
  1.02

  



 

















 


	
  Trust
  Indenture Act Section

  	
   

  	
  Indenture Section

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 315

  	
  (a)

  	
   

  	
  6.01

  
	
   

  	
  (b)

  	
   

  	
  6.02

  
	
   

  	
  (c)

  	
   

  	
  6.01

  
	
   

  	
  (d)

  	
   

  	
  6.01

  
	
   

  	
  (e)

  	
   

  	
  5.14

  
	
  Section 316

  	
  (a)

  	
   

  	
  1.01

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  5.02, 5.12

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  5.13

  
	
   

  	
  (a)(2)

  	
   

  	
  Not Applicable

  
	
   

  	
  (b)

  	
   

  	
  5.08

  
	
   

  	
  (c)

  	
   

  	
  1.04

  
	
  Section 317

  	
  (a)(1)

  	
   

  	
  5.03

  
	
   

  	
  (a)(2)

  	
   

  	
  5.04

  
	
   

  	
  (b)

  	
   

  	
  10.03

  
	
  Section 318

  	
  (a)

  	
   

  	
  1.07

  



 






(1)  This reconciliation and tie shall not, for
any purpose, be deemed to be a part of the Indenture.


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  
	
  ARTICLE I

  
	
  Definitions and Other Provisions of General Application

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01

  	
  Definitions

  	
  1

  
	
  SECTION 1.02

  	
  Compliance Certificates and Opinions

  	
  7

  
	
  SECTION 1.03

  	
  Form of Documents Delivered to Trustee

  	
  7

  
	
  SECTION 1.04

  	
  Acts of Holders; Record Dates

  	
  8

  
	
  SECTION 1.05

  	
  Notices, Etc., to Trustee and Company

  	
  10

  
	
  SECTION 1.06

  	
  Notice to Holders; Waiver

  	
  10

  
	
  SECTION 1.07

  	
  Conflict with Trust Indenture Act

  	
  11

  
	
  SECTION 1.08

  	
  Effect of Headings and Table of Contents

  	
  11

  
	
  SECTION 1.09

  	
  Successors and Assigns

  	
  11

  
	
  SECTION 1.10

  	
  Separability Clause

  	
  11

  
	
  SECTION 1.11

  	
  Benefits of Indenture

  	
  11

  
	
  SECTION 1.12

  	
  Governing Law and Waiver of Jury Trial

  	
  11

  
	
  SECTION 1.13

  	
  Legal Holidays

  	
  11

  
	
  SECTION 1.14

  	
  Computations

  	
  12

  
	
  SECTION 1.15

  	
  Counterparts; Facsimile

  	
  12

  
	
   

  
	
  ARTICLE II

  
	
  Security Forms

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01

  	
  Forms Generally

  	
  12

  
	
  SECTION 2.02

  	
  Form of Legend for Global Securities

  	
  13

  
	
  SECTION 2.03

  	
  Form of Trustee’s Certificate of Authentication

  	
  13

  
	
   

  
	
  ARTICLE III

  
	
  The Securities

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01

  	
  Creation of Securities in Amount Unlimited

  	
  14

  
	
  SECTION 3.02

  	
  Documents Required for Issuance of Each Series of Securities

  	
  14

  
	
  SECTION 3.03

  	
  Denominations

  	
  16

  
	
  SECTION 3.04

  	
  Execution, Delivery, Dating and Authentication

  	
  17

  
	
  SECTION 3.05

  	
  Temporary Securities

  	
  18

  
	
  SECTION 3.06

  	
  Registration, Registration of Transfer and Exchange

  	
  19

  
	
  SECTION 3.07

  	
  Mutilated, Destroyed, Lost and Stolen Securities

  	
  20

  
	
  SECTION 3.08

  	
  Payment of Interest; Interest Rights Preserved

  	
  21

  
	
  SECTION 3.09

  	
  Persons Deemed Owners

  	
  22

  
	
  SECTION 3.10

  	
  Cancellation

  	
  23

  
	
  SECTION 3.11

  	
  Computation of Interest

  	
  23

  
	
  SECTION 3.12

  	
  Depository

  	
  23

  
	
  SECTION 3.13

  	
  CUSIP Numbers

  	
  24

  



 

















 


	
  ARTICLE IV

  
	
  Satisfaction and Discharge

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01

  	
  Satisfaction and Discharge of Indenture in Respect of any
  Series of Securities

  	
  24

  
	
  SECTION 4.02

  	
  Application of Trust Money

  	
  25

  
	
   

  
	
  ARTICLE V

  
	
  Remedies

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01

  	
  Events of Default

  	
  25

  
	
  SECTION 5.02

  	
  Acceleration of Maturity; Rescission and Annulment

  	
  27

  
	
  SECTION 5.03

  	
  Collection of Indebtedness and Suits for Enforcement by
  Trustee

  	
  28

  
	
  SECTION 5.04

  	
  Trustee May File Proofs of Claim

  	
  29

  
	
  SECTION 5.05

  	
  Trustee May Enforce Claims Without Possession of
  Securities

  	
  29

  
	
  SECTION 5.06

  	
  Application of Money Collected

  	
  29

  
	
  SECTION 5.07

  	
  Limitation on Suits

  	
  30

  
	
  SECTION 5.08

  	
  Unconditional Right of Holders to Receive Principal,
  Premium and Interest

  	
  30

  
	
  SECTION 5.09

  	
  Restoration of Rights and Remedies

  	
  30

  
	
  SECTION 5.10

  	
  Rights and Remedies Cumulative

  	
  31

  
	
  SECTION 5.11

  	
  Delay or Omission Not Waiver

  	
  31

  
	
  SECTION 5.12

  	
  Control by Holders

  	
  31

  
	
  SECTION 5.13

  	
  Waiver of Past Defaults

  	
  31

  
	
  SECTION 5.14

  	
  Undertaking for Costs

  	
  32

  
	
  SECTION 5.15

  	
  Waiver of Stay or Extension Laws

  	
  32

  
	
   

  
	
  ARTICLE VI

  
	
  The Trustee

  
	
   

  	
   

  	
   

  
	
  SECTION 6.01

  	
  Certain Duties and Responsibilities

  	
  32

  
	
  SECTION 6.02

  	
  Notice of Defaults

  	
  32

  
	
  SECTION 6.03

  	
  Certain Rights of Trustee

  	
  33

  
	
  SECTION 6.04

  	
  Not Responsible for Recitals or Issuance of Securities

  	
  34

  
	
  SECTION 6.05

  	
  May Hold Securities

  	
  34

  
	
  SECTION 6.06

  	
  Money Held in Trust

  	
  34

  
	
  SECTION 6.07

  	
  Compensation and Reimbursement

  	
  34

  
	
  SECTION 6.08

  	
  Disqualification; Conflicting Interests

  	
  35

  
	
  SECTION 6.09

  	
  Corporate Trustee Required; Eligibility

  	
  36

  
	
  SECTION 6.10

  	
  Resignation and Removal; Appointment of Successor

  	
  36

  
	
  SECTION 6.11

  	
  Acceptance of Appointment by Successor

  	
  38

  
	
  SECTION 6.12

  	
  Merger, Conversion, Consolidation or Succession to Business

  	
  39

  
	
  SECTION 6.13

  	
  Preferential Collection of Claims Against Company

  	
  39

  
	
  SECTION 6.14

  	
  Appointment of Authenticating Agent

  	
  39

  



 


ii

















 


	
  ARTICLE VII

  
	
  Holders’ Lists and Reports by Trustee and Company

  
	
   

  	
   

  	
   

  
	
  SECTION 7.01

  	
  Company to Furnish Trustee Names and Addresses of Holders

  	
  41

  
	
  SECTION 7.02

  	
  Preservation of Information; Communications to Holders

  	
  41

  
	
  SECTION 7.03

  	
  Reports by Trustee

  	
  41

  
	
  SECTION 7.04

  	
  Reports by Company

  	
  42

  
	
   

  
	
  ARTICLE VIII

  
	
  Consolidation, Merger, Conveyance or Transfer

  
	
   

  	
   

  	
   

  
	
  SECTION 8.01

  	
  Company May Consolidate, Etc., Only on Certain Terms

  	
  42

  
	
  SECTION 8.02

  	
  Successor Corporation Substituted

  	
  43

  
	
   

  
	
  ARTICLE IX

  
	
  Supplemental Indentures

  
	
   

  	
   

  	
   

  
	
  SECTION 9.01

  	
  Supplemental Indentures Without Consent of Holders

  	
  43

  
	
  SECTION 9.02

  	
  Supplemental Indentures with Consent of Holders

  	
  44

  
	
  SECTION 9.03

  	
  Execution of Supplemental Indentures

  	
  46

  
	
  SECTION 9.04

  	
  Effect of Supplemental Indentures

  	
  46

  
	
  SECTION 9.05

  	
  Conformity with Trust Indenture Act

  	
  46

  
	
  SECTION 9.06

  	
  Reference in Securities to Supplemental Indentures

  	
  46

  
	
   

  
	
  ARTICLE X

  
	
  Covenants

  
	
   

  	
   

  	
   

  
	
  SECTION 10.01

  	
  Payment of Principal, Premium and Interest

  	
  46

  
	
  SECTION 10.02

  	
  Maintenance of Office or Agency

  	
  46

  
	
  SECTION 10.03

  	
  Money for Securities Payments to be Held in Trust

  	
  47

  
	
  SECTION 10.04

  	
  Statement by Officers as to Default

  	
  49

  
	
  SECTION 10.05

  	
  Waiver of Certain Covenants

  	
  49

  
	
   

  
	
  ARTICLE XI

  
	
  Redemption of Securities

  
	
   

  	
   

  	
   

  
	
  SECTION 11.01

  	
  Applicability of Article

  	
  49

  
	
  SECTION 11.02

  	
  Election to Redeem; Notice to Trustee

  	
  49

  
	
  SECTION 11.03

  	
  Selection by Trustee of Securities to be Redeemed

  	
  50

  
	
  SECTION 11.04

  	
  Notice of Redemption

  	
  50

  
	
  SECTION 11.05

  	
  Deposit of Redemption Price

  	
  51

  
	
  SECTION 11.06

  	
  Securities Payable on Redemption Date

  	
  51

  
	
  SECTION 11.07

  	
  Securities Redeemed in Part

  	
  52

  



 


iii

















 


	
  ARTICLE XII

  
	
  Sinking Funds

  
	
   

  	
   

  	
   

  
	
  SECTION 12.01

  	
  Applicability of Article

  	
  52

  
	
  SECTION 12.02

  	
  Satisfaction of Sinking Fund Payments with Securities

  	
  52

  
	
  SECTION 12.03

  	
  Redemption of Securities for Sinking Fund

  	
  52

  
	
   

  
	
  ARTICLE XIII

  
	
  Defeasance and Covenant Defeasance

  
	
   

  	
   

  	
   

  
	
  SECTION 13.01

  	
  Company’s Option to Effect Defeasance or Covenant
  Defeasance

  	
  53

  
	
  SECTION 13.02

  	
  Defeasance and Discharge

  	
  53

  
	
  SECTION 13.03

  	
  Covenant Defeasance

  	
  53

  
	
  SECTION 13.04

  	
  Conditions to Defeasance or Covenant Defeasance

  	
  54

  
	
  SECTION 13.05

  	
  Deposited Money or U.S. Government Obligations to Be Held
  in Trust; Miscellaneous Provisions

  	
  55

  
	
  SECTION 13.06

  	
  Reinstatement

  	
  56

  



 


iv
















 


SENIOR
INDENTURE, dated as of August 21, 2009, between Knoll, Inc., a Delaware corporation (the “Company”), and U.S.
Bank National Association, a national banking association, as trustee hereunder
(the “Trustee”).


 


RECITALS OF THE COMPANY


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in consideration of the 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 or of a series thereof, as follows:


 


ARTICLE I

Definitions and Other Provisions of General Application


 


SECTION 1.01                                                     Definitions.  For all purposes of this
Indenture, except as otherwise expressly provided or unless the context
otherwise requires:


 


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


 


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


 


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


 


(d)                                 the words “herein”, “hereinafter”,
“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. Certain terms, used principally within an Article of this
Indenture, may be defined in that Article.


 


“Act”, when used with respect to any
Holder, has the meaning specified in Section 1.04.


 


“Affiliate” of any specified Person
means any other Person directly or indirectly controlling or controlled by or
under direct or indirect common control with such specified 


 

















 


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


 


“Authenticating Agent” means any
Person authorized by the Trustee pursuant to Section 6.14 to act on behalf
of the Trustee to authenticate Securities of one or more series.


 


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


 


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


 


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


 


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


 


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


 


“Company Request” or “Company Order”
means a written request or order signed in the name of the Company by one of
its officers and delivered to the Trustee.


 


“Corporate Trust Office” means the
principal office of the Trustee at which at any particular time its corporate
trust business shall be principally administered, which office at the date
hereof is 425 Walnut Street, Cincinnati, Ohio 45202, except that with respect
to the presentation of Securities for payment or for registration of transfer
and exchange, such term shall mean the office or the agency of the Trustee
designated for such purpose.


 


“Corporation” includes corporations,
associations, companies (including limited liability companies) and business
trusts.


 


“Covenant Defeasance” has the meaning
specified in Section 13.03.


 


“Defaulted Interest” has the meaning
specified in Section 3.08(b).


 


“Defeasance” has the meaning specified
in Section 13.02.


 


2

















 


“Depository” means the clearing agency
registered under the Exchange Act that is designated by the Company to act as
depository for any series of Securities (or any successor to such clearing
agency).


 


“Dollar” means the currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.


 


“Event of Default” has the meaning
specified in Section 5.01.


 


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


 


“Expiration Date” has the meaning
specified in Section 1.04.


 


“Global Security” means a Security
that evidences all or part of the Securities of any series and bears the legend
set forth in Section 2.02 (or such legend as may be specified as
contemplated by Section 3.02 for such Securities).


 


“Holder” or “holder” means a
Person in whose name at the time a particular Security is registered in the
Security Register.


 


“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, including, for all purposes of this instrument
and any such supplemental indenture, the provisions of the Trust Indenture Act
that are deemed to be a part of and govern this instrument and any such
supplemental indenture, respectively. 
The term “Indenture” shall also include the terms of particular series
of Securities established as contemplated by Section 3.02.


 


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


 


“Interest Rate” means the rate of
interest specified or determined as specified in each Security as being the
rate of interest payable on such Security.


 


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


 


“Lien” means any mortgage, pledge,
security interest or lien or other encumbrance of any nature whatsoever.


 


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


 


“Notice of Default” means a written
notice of the kind specified in Section 5.01(iv).


 


3

















 


“Officer’s Certificate” means a
certificate signed by an officer of the Company, and delivered to the Trustee.
Each such Officer’s Certificate shall contain the statements provided in Section 1.02
if and to the extent required by the provisions of such Section.


 


“Opinion of Counsel” means a written
opinion of counsel, who may be counsel for or an employee of the Company and
who shall be acceptable to the Trustee. 
Each Opinion of Counsel shall contain the statements provided in Section 1.02
if and to the extent required by the provisions of such Section.


 


“Original Issue Date” means the date
of issuance specified as such in each Security.


 


“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 5.02.


 


“Outstanding” or “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
cancelled by the Trustee or delivered or deemed delivered to the Trustee for
cancellation;


 


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


 


(iii)                               Securities as to which
Defeasance has been effected pursuant to Section 13.02; and


 


(iv)                              Securities which have been
paid pursuant to Section 3.07 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; provided, however, that in determining whether
the Holders of the requisite principal amount of the Outstanding Securities
have given, made or taken any request, demand, authorization, direction,
notice, consent, waiver or other action hereunder as of any date, (A) the
principal amount of an Original Issue Discount Security which shall be deemed
to be Outstanding shall be the amount of the principal thereof which would be
due and payable as of such date upon acceleration of the Maturity thereof  to such date pursuant to Section 5.02, (B) if,
as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall
be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 3.02, (C) the principal amount of a Security
denominated in one or more foreign currencies or currency units which shall be
deemed to be Outstanding shall be the 


 


4

















 


Dollar equivalent, determined as of such date in the manner provided as
contemplated by Section 3.02, of the principal amount of such Security
(or, in the case of a Security described in clause (A) or (B) above,
of the amount determined as provided in such clause), and (D) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent, waiver or other action, only Securities which the Trustee
knows to be so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.


 


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


 


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


 


“Place of Payment”, when used with
respect to the Securities of any series, means the place or places where the
principal of (and premium, if any) and interest, if any, on the Securities of
that series are payable as specified in accordance with Section 3.02.


 


“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 3.07
in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Security.


 


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


 


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


 


“Regular Record Date” for the interest
payable on any Interest Payment Date on the Securities of any series means the
date specified for that purpose as contemplated by Section 3.02, which
date shall be, unless otherwise specified pursuant to Section 3.02, the
fifteenth day preceding such Interest Payment Date, whether or not such day
shall be a Business Day.


 


“Responsible Trust Officer”, when used
with respect to the Trustee, means any of the following officers of the Trustee
who engage in corporate trust matters on behalf of the Trustee: any Vice
President, any assistant Vice President, the treasurer, any assistant
treasurer, any trust officer or assistant trust officer, or any other officer
of the Trustee customarily performing functions similar to those performed by
any of the above designated officers who shall have direct responsibility for
the administration of this Indenture and also means, with respect to a 


 


5

















 


particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.


 


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


 


“Security Register” has the meaning
specified in Section 3.06(a).


 


“Security Registrar” means the Person
appointed as the initial Security Registrar in Section 3.06(a) or any
Person appointed by the Company as a successor or replacement Security
Registrar.


 


“Special Record Date” for the payment
of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.08 (b).


 


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


 


“Subsidiary” means
any entity of which at the time of determination the Company and/or one or more
other Subsidiaries owns or controls directly or indirectly more than 50% of the
shares of Voting Stock.


 


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


 


“Trust Indenture Act” means the Trust
Indenture Act of 1939 and any statute successor thereto, in each case as
amended from time to time.


 


“United States” means the United
States of America (including the states and the District of Columbia), its
territories, its possessions and other areas subject to its jurisdiction.


 


“U.S. Government Obligation” means,
with respect to the Securities of any series, securities which are (i) direct
obligations of the United States or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States the payment of which is unconditionally guaranteed by the United
States and which, in either case, are full faith and credit obligations of the
United States and are not callable or redeemable at the option of the issuer
thereof and shall also include a depository receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act of 1933, as amended)
as custodian with respect to any such U.S. Government Obligation held by such
custodian for the account of the holder of such 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 U.S. Government
Obligation 


 


6

















 


or the specific payment of
interest on or principal of the U.S. Government Obligation evidenced by such
depository receipt.


 


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


 


“Voting Stock” means stock of a
Corporation of the class or classes having general voting power under ordinary
circumstances in the election of directors, managers or trustees of such
Corporation (irrespective of whether or not at the time stock of any other
class or classes shall have or might have voting power by reason of the
happening of any contingency).


 


SECTION 1.02                                                     Compliance
Certificates and Opinions.  (a)  Upon any application or request by
the Company to the Trustee to take any action under any provision of this
Indenture, the Company shall furnish to the Trustee such certificates and
opinions as may be required under the Trust Indenture Act.  Each such certificate and opinion shall be
given in the form of an Officer’s Certificate, if to be given by an officer of
the Company, and an Opinion of Counsel, if to be given by counsel, and shall
comply with the requirements of the Trust Indenture Act and any other requirements
set forth in this Indenture.  In the case
of an 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.


 


(b)                                 Unless expressly otherwise
specified with respect to any certificate or opinion provided for in this
Indenture, every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than annual
certificates provided pursuant to Section 10.04) shall include:


 


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


 


(ii)                                  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;


 


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


 


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


 


SECTION 1.03                                                     Form of
Documents Delivered to Trustee.  (a)  In any case where several matters
are required to be certified by, or covered by an opinion of, any specified
Person, it is not necessary that all such matters be certified by, or covered
by the opinion of, only one such Person, or that they be so certified or
covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons 


 


7

















 


as
to other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.


 


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


 


(c)                                  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 1.04                                                     Acts of
Holders; Record Dates.  (a)  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 any series may be embodied in
and evidenced by (i) one or more instruments of substantially similar
tenor signed by such Holders in person or by proxies duly appointed in writing,
(ii) the record of such Holders 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, or (iii) a combination of any such
record and one or more instruments of substantially similar tenor signed by
such Holders in person or by proxies duly appointed in writing. Except as herein
otherwise expressly provided, such action shall become effective when such
record and/or instrument or instruments are delivered to the Trustee and, where
it is hereby expressly required, to the Company. Such record or instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Holders signing such instrument or
instruments or so voting at any such meeting. Proof of execution of any such
instrument or of a writing appointing any such proxy shall be sufficient for
any purpose of this Indenture and (subject to Section 6.01) conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
Section.


 


(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 manner which the Trustee deems sufficient
and in accordance with such reasonable rules as the Trustee determines.


 


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


 


8

















 


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


 


(e)                                  The Company may set any day
as a record date for the purpose of determining the Holders of Outstanding
Securities of any series entitled to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Indenture to be given, made or taken by Holders of Securities
of such series, provided that the Company may not set a record date for,
and the provisions of this paragraph shall not apply with respect to, the
giving or making of any notice, declaration, request or direction referred to
in the next paragraph.  If any record
date is set pursuant to this paragraph, the Holders of Outstanding Securities
of the relevant series on such record date and no other Holders shall be
entitled to take the relevant action, whether or not such Holders remain
Holders after such record date; provided  that
no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Securities of such series on such record date.  Nothing in this paragraph shall be construed
to prevent the Company from setting a new record date for any action for which
a record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities of the relevant series on the date
such action is taken.  Promptly after any
record date is set pursuant to this paragraph, the Company, at its own expense,
shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Trustee in writing and to each
Holder of Securities of the relevant series in the manner set forth in Section 1.06.


 


(f)                                    The Trustee may set any day
as a record date for the purpose of determining the Holders of Outstanding
Securities entitled to join in the giving or making of (i) any Notice of
Default, (ii) any declaration of acceleration, or any rescission or
annulment of any such declaration, referred to in Section 5.02, (iii) any
request to institute proceedings referred to in Section 5.07(ii) or (iv) any
direction referred to in Section 5.12. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities on such record date,
and no other Holders, shall be entitled to join in such notice, declaration,
request or direction, whether or not such Holders remain Holders after such
record date; provided that no such action shall be effective hereunder
unless taken on or prior to the applicable Expiration Date by Holders of the
requisite principal amount of Outstanding Securities on such record date.
Nothing in this paragraph shall be construed to prevent the Trustee from
setting a new record date for any action for which a record date has previously
been set pursuant to this paragraph (whereupon the record date previously set
shall automatically and with no action by any Person be cancelled and of no
effect), and nothing in this paragraph shall be construed to render ineffective
any action taken by Holders of the requisite principal amount of Outstanding
Securities on the date such action is taken. Promptly after any record date is
set pursuant to this paragraph, the Trustee, at the Company’s expense, shall
cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Company in writing and to each
Holder of Securities of the relevant series in the manner set forth in Section 1.06.


 


9
















 


(g)                                 With respect to any record
date set pursuant to this Section, the party hereto which sets such record
dates may designate any day as the “Expiration Date” and from time to time may
change the Expiration Date to any earlier or later day;  provided that no such change shall be
effective unless notice of the proposed new Expiration Date is given to the
other party hereto in writing, and to each Holder of Securities of the relevant
series in the manner set forth in Section 1.06, on or prior to the
existing Expiration Date.  If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section, the party hereto which set such record date shall be deemed to
have initially designated the 180th day after such record date as the Expiration
Date with respect thereto, subject to its right to change the Expiration Date
as provided in this paragraph. 
Notwithstanding the foregoing, no Expiration Date shall be later than
the 180th day after the applicable record date.


 


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


 


SECTION 1.05                                                     Notices, Etc.,
to Trustee and Company.  Any request, demand, authorization,
direction, notice, consent, waiver or other Act of Holders or other document
provided or permitted by this Indenture to be made upon, given or furnished to,
or filed with:


 


(a)                                  the Trustee by any Holder or
by the Company shall be made, given, furnished or filed in writing to or with
the Trustee at its Corporate Trust Office and unless otherwise herein expressly
provided, any such document shall be deemed to be sufficiently made, given,
furnished or filed upon its receipt by a Responsible Trust Officer of the
Trustee, or


 


(b)                                 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 delivered in person,
mailed, first-class postage prepaid, or sent by overnight mail to the Company
addressed to it at 1235 Water Street, East Greenville, Pennsylvania 18041 or at
any other address previously furnished in writing to the Trustee by the
Company, Attention: Legal Department.


 


(c)                                  Neither the Company nor the
Trustee shall be deemed to have received any such request, demand,
authorization, direction, notice, consent, waiver or other Act of Holders
unless given, furnished or filed as provided in this Section 1.05.


 


SECTION 1.06                                                     Notice to
Holders; Waiver.  (a)  Where this Indenture provides for
notice to Holders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided or unless otherwise specified
in such Securities) if in writing and delivered in person, mailed, first-class
postage prepaid or sent by overnight mail, to each Holder affected by such
event, at his address as it appears in the Security Register, within the time
prescribed for the giving of such notice, and


 


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


 


10

















 


(c)                                  In any case where notice to
a Holder is given in any manner specified in paragraph (a) above, such
notice shall be conclusively presumed to have been duly given, whether or not
such Holder receives such notice. In any case where notice to Holders is given
in any manner specified in paragraph (a) above, neither the failure to
deliver, mail or send such notice, nor any defect in any notice so mailed or
sent, to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders.


 


(d)                                 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 1.07                                                     Conflict with
Trust Indenture Act.  If any provision hereof limits, qualifies or
conflicts with a provision of the Trust Indenture Act which is required under
such Act to be a part of and govern this Indenture, the latter provision shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act which may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.


 


SECTION 1.08                                                     Effect of
Headings and Table of Contents.  The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.


 


SECTION 1.09                                                     Successors and
Assigns.  All covenants and agreements in this
Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.


 


SECTION 1.10                                                     Separability
Clause.  In case any provision in this Indenture or in
the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.


 


SECTION 1.11                                                     Benefits of
Indenture.  Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder and the Holders, any benefit or
any legal or equitable right, remedy or claim under this Indenture.


 


SECTION 1.12                                                     Governing Law
and Waiver of Jury Trial.  This Indenture and the Securities shall be
governed by and construed in accordance with the laws of the State of
New York, without giving effect to applicable principles of conflicts of
laws to the extent the laws of another jurisdiction would be required
thereby.  EACH OF THE COMPANY AND THE
TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THE INDENTURE, THE SECURITIES OR THE TRANSACTION
CONTEMPLATED HEREBY.


 


SECTION 1.13                                                     Legal Holidays.  In any case where any Interest
Payment Date, Redemption Date, Maturity, or Stated Maturity of any Security
shall not be a Business Day at any Place of Payment, then (notwithstanding any
other provision of this Indenture or of the 


 


11

















 


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


 


SECTION 1.14                                                     Computations.  Unless otherwise specifically provided, the
certificate or opinion of any independent firm of public accountants of
recognized standing selected by the Chief Financial Officer or Chief Accounting
Officer of the Company shall be conclusive evidence of the correctness of any
computation made under the provisions of this Indenture.  The Company shall furnish to the Trustee upon
its request a copy of any such certificate or opinion.


 


SECTION 1.15                                                     Counterparts;
Facsimile.  This Indenture may be executed in any number
of counterparts and by the parties hereto in separate counterparts, and
signature pages may be delivered by facsimile, each of which when so
executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement.


 


ARTICLE II

Security Forms


 


SECTION 2.01                                                     Forms Generally.  The Securities of each series shall be in the
form or forms established by or pursuant to a Board Resolution or in one or
more indentures supplemental hereto, in each case with such appropriate
provisions as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with applicable tax
laws or the rules of any securities exchange or Depository therefor or as
may, consistently herewith, be determined by the officer executing such
Securities, as evidenced by the officer’s execution thereof. If the form of
Securities of any series is established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified
by the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section 3.04
with respect to the authentication and delivery of such Securities.


 


The Trustee’s certificate of authentication
shall be substantially in the form set forth in this Article.


 


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


 


The Securities of each series will initially
be issued in the form of one or more Global Securities. Each such Global
Security shall represent such of the Outstanding Securities of such series as
shall be specified therein and each shall provide that it shall represent the
aggregate amount of Outstanding Securities of such series from time to time
endorsed thereon and that the 


 


12

















 


aggregate amounts of
Outstanding Securities of such series represented thereby may from time to time
be reduced or increased, as appropriate. The Global Security or Securities
evidencing the Securities of a series (and all Securities issued in exchange
therefore) shall bear the legend indicated in Section 2.02.


 


SECTION 2.02                                                     Form of
Legend for Global Securities.


 


Every Global Security authenticated and
delivered hereunder shall bear a legend in substantially the following form:


 


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


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF DTC OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE
OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN
WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER
THAN DTC OR SUCH NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.


 


SECTION 2.03                                                     Form of
Trustee’s Certificate of Authentication.


 


The Trustee’s certificates of authentication
shall be in substantially the following form:


 


Certificate of Authentication


 


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


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S.
  Bank National Association, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Signatory

  



 


13

















 


ARTICLE III

The Securities


 


SECTION 3.01                                                     Creation of
Securities in Amount Unlimited.  An unlimited aggregate principal amount of
Securities may be issued pursuant to this Article III. The Securities may
be authenticated and delivered, as authorized by the Board of Directors, in an
unlimited number of series.


 


SECTION 3.02                                                     Documents
Required for Issuance of Each Series of Securities.  At any time and from time to
time, Securities of each series created pursuant to the provisions of this Article III
may be executed by the Company and delivered to the Trustee and shall be
authenticated by the Trustee as contemplated by Section 3.04 upon receipt
by the Trustee of the following:


 


(a)                                  A Board Resolution or Board
Resolutions authorizing the execution, authentication and delivery of the
Securities of the series, or one or more indentures supplemental hereto,
specifying:


 


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


 


(ii)                                  any limit upon the aggregate
principal amount of the Securities of the series which may be authenticated and
delivered under this Article III (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of the same series pursuant to Section 3.05, 3.06, 3.07,
9.06 or 11.07 and except for any Securities which, pursuant to Section 3.04,
are deemed never to have been authenticated and delivered hereunder); provided,
however, that the authorized aggregate principal amount of such series
may be increased above such amount by a Board Resolution to such effect;


 


(iii)                               the date or dates on which
the principal (and premium, if any) of any of the Securities of the series are
payable or the method of determination thereof;


 


(iv)                              the rate or rates, or the
method of determination thereof, at which any of the Securities of the series
shall bear interest, if any, the date or dates from which such interest shall
accrue, the Interest Payment Dates on which such interest shall be payable and
the Regular Record Date (if other than as defined in this Indenture) for the
interest payable on any Securities on any Interest Payment Date;


 


(v)                                 the place or places where
the principal of (and premium, if any) and interest, if any, on any of the
Securities of the series shall be payable and the office or agency for the
Securities of the series maintained by the Company pursuant to Section 10.02;


 


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


 


(vii)                           the terms of any sinking
fund and the obligation or the right, if any, of the Company to redeem, repay
or purchase the Securities of such series pursuant to any sinking 


 


14

















 


fund, amortization or analogous provisions or at the option of a Holder
thereof and the period or periods within which, the price or prices at which,
the currency or currencies (including currency unit or units) in which and the
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;


 


(viii)                        the terms, if any, for the
attachment to Securities of the series of warrants, options or other rights to
purchase or sell stock or other securities of the Company;


 


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


 


(x)                                   if other than the principal
amount thereof, the portion of the principal amount of any of the Securities of
the series which shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 5.02;


 


(xi)                                any deletions or
modifications of or additions to the Events of Default set forth in Section 5.01
or covenants of the Company set forth in Article VIII or X pertaining to
the Securities of the series;


 


(xii)                             the form or forms of the
Securities of the series;


 


(xiii)                          if other than Dollars, the
currency or currencies, or currency unit or units, in which the Securities of
such series will be denominated and/or in which payment of the principal of
(and premium, if any) and interest, if any, on any of the Securities of the
series shall be payable;


 


(xiv)                         if the principal of (and
premium, if any) or interest, if any, on any of the Securities of the series
are to be payable at the election of the Company or a Holder thereof, or under
some or all other circumstances, in a currency or currencies, or currency unit
or units, other than that in which the Securities are denominated, the period
or periods within which, and the terms and conditions upon which, such election
may be made, or the other circumstances under which any of the Securities are
to be so payable, including, without limitation, any provision requiring the
Holder to bear currency exchange costs by deduction from such payments;


 


(xv)                            if the amount of payments of
principal of (and premium, if any) or interest, if any, on any of the
Securities of the series may be determined with reference to an index or
indices based on (A) a currency or currencies or currency unit or units
other than that in which such Securities are stated to be payable or (B) any
method, not inconsistent with the provisions of this Indenture, specified in or
pursuant to such Board Resolution, then in each case (A) and (B) the
manner in which such amounts shall be determined;


 


(xvi)                         the additions or changes, if
any, to this Indenture with respect to the Securities of such series as shall
be necessary to permit or facilitate the issuance of the Securities of such
series in bearer form, registrable or not registrable as to principal, and with
or without interest coupons;


 


15

















 


(xvii)                      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 definitive global form and,
if so, whether beneficial owners of interests in any such definitive 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
and the place or places where any such exchanges may occur, if other than in
the manner provided in Section 3.06;


 


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


 


(xix)                           whether and under what
circumstances and with what procedures and documentation the Company will pay
additional amounts on any of the Securities of the series to any Holder who is
not a U.S. Person (including a definition of such term), in respect of any tax
assessment or governmental charge withheld or deducted and, if so, whether the
Company will have the option to redeem such Securities rather than pay
additional amounts (and the terms of any such option);


 


(xx)                              the Person to whom any
interest on any 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, 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 3.05;


 


(xxi)                           the terms and conditions of
any right or obligation on the part of the Company, or any option on the part
of the Holders, to convert or exchange the Securities of such series into cash
or any other securities or property of the Company or any other Person, and the
additions or changes, if any, to this Indenture with respect to the Securities
of such series to permit or facilitate such conversion or exchange; and


 


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


 


If any of the terms of the series are
established by action taken pursuant to a Board Resolution or Board
Resolutions, a copy of an appropriate record of such action shall be certified
by the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee.


 


(b)                                 In case the Securities of
the series to be authenticated and delivered are to be created pursuant to one
or more supplemental indentures, such supplemental indenture or indentures,
accompanied by a Board Resolution or Board Resolutions authorizing such
supplemental indenture or indentures and designating the new series to be created
and prescribing, pursuant to paragraph (a) above, consistent with the
applicable provisions of this Indenture, the terms and provisions relating to
the Securities of the series.


 


SECTION 3.03                                                     Denominations.  The Securities of each series issued in registered
form shall be issuable in such denominations as shall be specified as
contemplated by Section 3.02. In the absence of any such provisions with
respect to the Securities of any series, the Securities of such series
denominated in Dollars shall be issuable in denominations of $l,000 and 


 


16

















 


in any integral multiple
thereof. Each Security shall bear the appropriate legends, if any, as required
by U.S. Federal tax law and regulations.


 


SECTION 3.04                                                     Execution,
Delivery, Dating and Authentication.  (a)  The Securities shall be executed on
behalf of the Company by a manual or facsimile signature of one of its officers
or, if required by any securities exchange on which the Securities may be
listed, by a manual or facsimile signature of two of its officers. In case an
officer of the Company who shall have signed any of the Securities shall cease
to be such officer before the Securities so signed shall have been
authenticated and delivered by the Trustee or disposed of by the Company, such
Securities nevertheless may be authenticated and delivered or disposed of as
though the person who signed such Securities had not ceased to be such officer;
and any Securities may be signed on behalf of the Company by such person as, at
the actual date of the execution of such Security, shall be such officer of the
Company, although at the date of the execution of this Indenture any such
person was not such officer.


 


(b)                                 At any time and from time to
time, the Company may deliver Securities of any series executed by the Company
to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established by or
pursuant to one or more Board Resolutions as permitted by Sections 2.01 and
3.02, in authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
provided with, and (subject to Section 6.01) shall be fully protected in
relying upon, an Opinion of Counsel stating:


 


(i)                                     if the form of such
Securities has been established by or pursuant to Board Resolution as permitted
by Sections 2.01 and 3.02, that such form has been established in conformity
with the provisions of this Indenture;


 


(ii)                                  if the terms of such
Securities have been established by or pursuant to Board Resolution as
permitted by Section 3.02, that such terms have been established in
conformity with the provisions of this Indenture; and


 


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


 


(c)                                  The Trustee shall not be
required to authenticate Securities of any series if the issue of such
Securities pursuant to this Indenture will affect the Trustee’s own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee.


 


(d)                                 Notwithstanding the
provisions of Section 3.02, if all Securities of a series are not to be
originally issued at one time, it shall not be necessary to deliver the Officer’s
Certificate 


 


17

















 


otherwise required pursuant to Section 3.02 or the Company Order and
Opinion of Counsel otherwise required pursuant to Section 3.04(b) at
or prior to the authentication of each Security of such series if such
documents are delivered at or prior to the authentication upon original
issuance of the first Security of such series to be issued.


 


(e)                                  Each Security shall be dated
the date of its authentication.


 


(f)                                    No Security shall be
entitled to any benefit under this Indenture or be valid or obligatory for any
purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual
signature, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder. Notwithstanding the foregoing, if any Security shall have
been duly 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 3.10 together with a written statement
(which need not comply with Section 1.02 and need not be accompanied by an
Opinion of Counsel) stating that such Security has never been issued and sold
by the Company, 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.


 


(g)                                 Minor typographical and
other minor errors in the text of any Security shall not affect the validity
and enforceability of such Security if it has been duly authenticated and
delivered by the Trustee.


 


(h)                                 The Company shall execute
and the Trustee shall authenticate and deliver one or more Global Securities
with respect to each series of Securities that (i) shall represent an
aggregate amount equal to the aggregate principal amount of the initially
issued Securities of such series, (ii) shall be registered in the name of
the Depository or the nominee of the Depository, (iii) shall be delivered
by the Trustee to the Depository or pursuant to the Depository’s instruction
and (iv) shall bear a legend substantially in the form required in Section 2.02.


 


The Depository must, at all
times while it serves as such Depository, be a clearing agency registered under
the Exchange Act and any other applicable statute or regulation.


 


SECTION 3.05                                                     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 and with such appropriate insertions,
omissions, substitutions and other variations as the officer executing such
Securities may determine (but which do not affect the rights, duties or
immunities of the Trustee), as evidenced conclusively by his or her execution
of such Securities. Such temporary Securities may be in global form.


 


(b)                                 If temporary Securities of
any series are issued, the Company will cause definitive Securities of such
series to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities 


 


18

















 


upon surrender of the temporary Securities at the office or agency of
the Company in a Place of Payment without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities, 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 and having the same Original Issue Date and Stated Maturity and
having the same terms as such temporary Securities.  Until so exchanged, the temporary Securities
shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities.


 


SECTION 3.06                                                     Registration,
Registration of Transfer and Exchange.  (a)  The Company shall
cause to be kept at an office or agency to be maintained by the Company in
accordance with Section 10.02 a register (being the combined register of
the Security Registrar and all additional transfer agents designated pursuant
to Section 10.02 for the purpose of registration of transfer of Securities
and sometimes collectively referred to as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and the registration of transfers of
Securities. U.S. Bank National Association is hereby appointed the initial Security Registrar, with the Security
Register initially to be kept at 425 Walnut Street,
Cincinnati, Ohio 45202. At all reasonable times
each register maintained by the Security Registrar and any additional transfer
agents shall be open for inspection by the Trustee.


 


(b)                                 Upon surrender for
registration of transfer of any Security of any series at the office or agency
of the Company maintained pursuant to Section 10.02 for such purpose in a
Place of Payment for such series, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor, of the same
Original Issue Date and Stated Maturity and having the same terms.


 


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


 


(d)                                 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.


 


(e)                                  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.


 


(f)                                    Every Security presented or
surrendered for registration of transfer or for exchange shall (if so required
by the Company or the Trustee or any transfer agent) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the 


 


19

















 


Company and the Security Registrar or any transfer agent duly executed,
by the Holder thereof or his attorney duly authorized in writing.


 


(g)                                 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 3.05,
9.06 or 11.07 not involving any transfer.


 


(h)                                 The Company shall not be
required (i) to issue, register the transfer of or exchange Securities of
any series during a period beginning at the opening of business 15 Business
Days before the day of the mailing of a notice of redemption of any such
Securities selected for redemption under Section 11.03 and ending at the
close of business on the day of the mailing of the relevant notice of
redemption, or (ii) to register the transfer of or exchange any Security
so selected for redemption, in whole or in part, except the unredeemed portion
of any Security being redeemed in part.


 


(i)                                    The provisions of clauses
(1), (2), (3) and (4) below shall apply only to Global Securities:


 


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


 


(2)                                  Notwithstanding
any other provision in this Indenture, no Global Security may be exchanged in
whole or in part for Securities registered, and no transfer of a Global
Security in whole or in part may be registered, in the name of any Person other
than the Depository for such Global Security or a nominee thereof unless (A) such
Depository (i) has notified the Company that it is unwilling or unable to
continue as Depository for such Global Security or (ii) has ceased to be a
clearing agency registered under the Exchange Act, (B) there shall have
occurred and be continuing an Event of Default with respect to such Global
Security or (C) there shall exist such circumstances, if any, in addition
to or in lieu of the foregoing as have been specified for this purpose as
contemplated by Section 3.02.


 


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


 


(4)                                   Every Security
authenticated and delivered upon registration of transfer of, or in exchange
for or in lieu of, a Global Security or any portion thereof, whether pursuant
to this Section, Section 3.05, 3.07, 9.06 or 11.07 or otherwise, shall be
authenticated and delivered in the form of, and shall be, a Global Security,
unless such Security is registered in the name of a Person other than the
Depository for such Global Security or a nominee thereof.


 


SECTION 3.07                                                     Mutilated,
Destroyed, Lost and Stolen Securities.  (a)  If any mutilated
Security is surrendered to the Trustee together with such security or indemnity
as may be required by the Company or the Trustee to save each of them harmless,
the Company shall 


 


20

















 


execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and of like tenor and principal amount, having the
same Original Issue Date and Stated Maturity and bearing the same Interest Rate
as such mutilated Security, and bearing a number not contemporaneously
outstanding.


 


(b)                                 If there shall be delivered
to the Company and the Trustee (i) evidence to their satisfaction of the
destruction, loss or theft of any Security and (ii) such security or
indemnity as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a bona fide purchaser, the
Company shall execute and the Trustee shall authenticate and deliver, in lieu
of any such destroyed, lost or stolen Security, a new Security of the same
series and of like tenor and principal amount, having the same Original Issue
Date and Stated Maturity and bearing the same Interest Rate as such destroyed,
lost or stolen Security, and bearing a number not contemporaneously
outstanding.


 


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


 


(d)                                 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.


 


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


 


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


 


SECTION 3.08                                                     Payment of Interest;
Interest Rights Preserved.  (a)  Unless otherwise provided as
contemplated by Section 3.02, with respect to any series of Securities,
interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest.  The initial payment of interest on any
Security of any series which is issued between a Regular Record Date and the
related Interest Payment Date shall be payable as provided in such Security or
in the Board Resolution pursuant to Section 3.02 with respect to the
related series of Securities.


 


(b)                                 Any interest on any Security
of any series which is payable, but is not punctually paid or duly provided
for, on any Interest Payment Date (“Defaulted Interest”) shall forthwith cease
to be payable to the Holder on the relevant Regular Record Date by virtue of
having been 


 


21

















 


such Holder, and such Defaulted Interest may be paid by the Company, at
its election in each case, as provided in clause (i) or (ii) below:


 


(i)                                     The Company may elect to
make payment of any Defaulted Interest to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Security of such series and the date of the
proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited shall 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 at his address as it appears in the
Security Register, not less than 10 days prior to such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been so mailed, such Defaulted Interest shall be
paid to the Persons in whose names the Securities of such series (or the 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
(ii).


 


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


 


Subject to the foregoing provisions of this Section and
Section 3.06, 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 3.09                                                     Persons Deemed
Owners.  (a)  Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name such Security
is registered as the owner of such Security for the purpose of receiving
payment of principal of (and premium, if any) and (subject to Sections 3.06 and
3.08 and unless otherwise specified as contemplated by Section 3.02)
interest on such Security and for all other purposes whatsoever, whether or not
such Security is overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the contrary.


 


22
















 


(b)                                 None of the Company, the
Trustee nor any agent of the Company or the Trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Global Security
or maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.


 


SECTION 3.10                                                     Cancellation.  All Securities surrendered for
payment, redemption, registration of transfer or exchange or for credit against
any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee. All Securities so delivered shall be
promptly cancelled by the Trustee. 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 to the Trustee
shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture. All
cancelled Securities held by the Trustee shall be disposed of in accordance
with the Trustee’s customary procedure unless otherwise directed by a Company
Order; provided, however, that the Trustee may, but shall not be
required to, destroy such cancelled Securities.


 


SECTION 3.11                                                     Computation of
Interest.  Except as otherwise specified as contemplated
by Section 3.02, for Securities of any series, interest on the Securities
of each series shall be computed on the basis of a 360-day year of twelve
30-day months.


 


SECTION 3.12                                                     Depository.


 


(a)                                  If at any time the
Depository notifies the Company that it is unwilling or unable to continue as
Depository or if at any time the Depository shall cease to be a clearing agency
registered under the Exchange Act, the Company shall appoint a successor
Depository. If a successor Depository is not appointed by the Company within 90
days after the Company receives such notice or becomes aware of such
ineligibility, the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of individual Securities,
will authenticate and make available for delivery, individual Securities in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities representing the Outstanding Securities in exchange for such
Global Security or Securities.


 


(b)                                 The Company may at any time
and in its sole discretion (subject to the procedures of the Depository)
determine that Securities issued in the form of one or more Global Securities
shall no longer be represented by such Global Security or Securities. In such
event the Company will execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of individual Securities, will
authenticate and make available for delivery, individual Securities in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities representing the Outstanding Securities in exchange for such
Global Security or Securities.


 


(c)                                  The Depository may surrender
a Global Security in exchange in whole or in part for individual Securities on
such terms as are acceptable to the Company, the Trustee and such


 


23

















 


Depository. Thereupon, the Company shall execute, and the Trustee shall
authenticate and make available for delivery, without service charge:


 


(1)                                  to each Person specified by
such Depository a new individual Security or Securities of any authorized
denomination as requested by such Person in aggregate principal amount equal to
and in exchange for such Person’s beneficial interest in the Global Security;
and


 


(2)                                  to such Depository a new
Global Security in a denomination equal to the difference, if any, between the
principal amount of the surrendered Global Security and the aggregate principal
amount of individual Securities delivered to Holders thereof.


 


(d)                                 Upon the exchange of a
Global Security for individual Securities in an aggregate principal amount
equal to the principal amount of such Global Security, such Global Security
shall be canceled by the Trustee. Individual Securities issued in exchange for
a Global Security pursuant to this Section shall be registered in such
names and in such authorized denominations as the Depository for such Global
Security, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee. The Trustee shall make available for
delivery such individual Securities to the Persons in whose names such
Securities are so registered.


 


SECTION 3.13                                                     CUSIP Numbers.  The Company in issuing the Securities may use
“CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience to Holders; provided that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice
of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee in writing of any change in the “CUSIP” numbers.


 


ARTICLE IV

Satisfaction and Discharge


 


SECTION 4.01                                                     Satisfaction
and Discharge of Indenture in Respect of any Series of Securities.  This Indenture shall upon
Company Request cease to be of further effect with respect to a series of
Securities (except as to any surviving rights of (as applicable) registration
of transfer or exchange of Securities of such series herein expressly provided
for), and the Trustee, at the request and expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to such series, when:


 


(a)                                  Either


 


(i)                                     all Securities of such
series theretofore authenticated and delivered (other than (A) Securities
of such series which have been destroyed, lost or stolen and which have been replaced
or paid as provided in Section 3.07 and (B) Securities 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 the Company or
discharged from such trust, as provided in Section 10.03) have been
delivered to the Trustee for cancellation; or


 


24

















 


(ii)                                  all such Securities of such
series not theretofore delivered to the Trustee for cancellation (A) have
become due and payable, or (B) will become due and payable at their Stated
Maturity within one year, or (C) 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 (ii)(A), (B) or (C) above,
has deposited or caused to be deposited with the Trustee as trust funds:  (i) money, (ii) U.S. Government
Obligations, 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, money, or (iii) a combination thereof, in each case
in an amount, and in the currency or currency unit in which such Securities of
such series are payable, sufficient to pay and discharge, and which shall be
applied by the Trustee to pay and discharge, the entire indebtedness on such
Securities of such series not theretofore delivered to the Trustee for cancellation,
for principal (and premium, if any) and interest, if any, to the date of such
deposit (in the case of Securities of such series which have become due and
payable) or to the Stated Maturity or Redemption Date, as the case may be;


 


(b)                                 the Company has paid or
caused to be paid all other sums payable hereunder by the Company with respect
to such series of Securities; and


 


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


 


Notwithstanding the satisfaction and
discharge of this Indenture with respect to a series, the obligations of the
Company to the Trustee under Section 6.07, the obligations of the Trustee
to any Authenticating Agent under Section 6.14 and, if money and/or U.S. Government
Obligations shall have been deposited with the Trustee pursuant
to subclause (ii) of clause (a) of this Section, the obligations of
the Trustee under Section 4.02 and Section 10.03(e) shall
survive such satisfaction and discharge.


 


SECTION 4.02                                                     Application of
Trust Money.  Subject to the provisions of  Section 10.03(e), all money and U.S.
Government Obligations deposited with the Trustee pursuant to Section 4.01
(and all proceeds of such U.S. Government Obligations deposited pursuant to Section 4.01
shall be held in trust and applied by it, in accordance with the provisions of
the Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest, if any, for whose payment such money has been
deposited with the Trustee.


 


ARTICLE V

Remedies


 


SECTION 5.01                                                     Events of
Default.  “Event of Default” with respect to any series
of Securities means each one of the events specified below in this Section 5.01,
unless it is either inapplicable to a particular series, or is specifically
deleted or modified in or pursuant to the supplemental indenture or Board
Resolution establishing such series of Securities:


 


25

















 


(i)                                     default in the payment of
any installment of interest upon any of the Securities of such series, as and
when the same shall become due and payable, and continuance of such default for
a period of 30 days; or


 


(ii)                                  default in the payment of
the principal of or premium, if any, on any of the Securities of such series,
as and when the same shall become due and payable (subject to clause (iii) below)
either at Maturity, upon redemption, by declaration or otherwise (except the
failure to make payment when due and payable if such failure results solely
from nonpayment by reason of mistake, oversight or transfer difficulties and
does not continue beyond three Business Days); or


 


(iii)                               default in the making of any
payment for a sinking, purchase or analogous fund provided for in respect of
such series of Securities, as and when the same shall become due and payable,
and continuance of such default for a period of 30 days; or


 


(iv)                              default in the performance,
or breach, of any covenant or warranty of the Company in this Indenture (other
than a covenant or warranty a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with or which has expressly
been included in this Indenture solely for the benefit of series of Securities
other than that series) in respect of the Securities of such series, or
contained in this Indenture with respect to such series, for a period of 60
days after the date on which written notice of such failure requiring the
Company to remedy the same and stating that such notice is a ‘Notice of Default’
hereunder, shall have been given, by registered or certified mail, to the
Company by the Trustee, or to the Company and the Trustee by the holders of at
least 25% in aggregate principal amount of the Securities of such series at the
time Outstanding; or


 


(v)                                 the entry by a court having
jurisdiction in the premises of (A) a decree or order for relief in
respect of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or (B) a decree or order adjudging the Company bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company under
any applicable Federal or State law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of the Company
or for any substantial part of its property, or ordering the winding-up or
liquidation of its affairs and such decree or order shall remain unstayed and
in effect for a period of 90 consecutive days; or


 


(vi)                              commencement by the Company
of a voluntary case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or of any other
case or proceeding to be adjudicated bankrupt or insolvent, or the consent by
it to the entry of a decree or order for relief in respect of the Company in an
involuntary case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against it, or
the filing by it or a petition or answer or consent seeking reorganization or
relief under any applicable Federal or State law, or the consent by it to the
filing of such petition or to the appointment of or taking possession by a
receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of the Company or for any substantial part of its property,
or any general assignment by the Company for the benefit of creditors, or the
admission by it in


 


26

















 


writing of its inability generally to pay its debts as they become due,
or the taking by the Company of any corporate action in furtherance of any of
the foregoing; or


 


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


 


SECTION 5.02                                                     Acceleration of
Maturity; Rescission and Annulment. (a)  If
an Event of Default (other than an Event of Default specified in Section 5.01(v) or
5.01(vi)) with respect to Securities of any series at the time Outstanding
occurs and is continuing, then in each and every such case, either the Trustee
or the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
the Securities of that series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that series)
of all of the Securities of that series, together with accrued interest
thereon, if any, to be due and payable immediately, by a notice in writing to
the Company (and to the Trustee if given by Holders), and upon any such
declaration such principal amount (or specified amount), together with accrued
interest thereon, if any, shall become immediately due and payable.  If an Event of Default specified in Section 5.01(v) or
5.01(vi) with respect to Securities of any series at the time Outstanding
occurs, the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified by the terms
thereof) shall automatically, and without any declaration or other action on
the part of the Trustee or any Holder, become immediately due and payable.


 


(b)                                 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 not less than a majority in aggregate 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:


 


(i)                                     the Company has paid or
deposited with the Trustee a sum sufficient to pay:


 


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


 


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


 


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


 


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


 


and


 


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(ii)                                  all Events of Default with
respect to Securities of that series, other than the nonpayment of the
principal of Securities of that series which have become due solely by such declaration
of acceleration, have been cured or waived as provided in Section 5.13.


 


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


 


SECTION 5.03                                                     Collection of
Indebtedness and Suits for Enforcement by Trustee.  (a)  The Company
covenants that if:


 


(i)                                     default shall be made in the
payment of any installment of interest on any Security when the same shall
become due and payable, and such default shall have continued for the period of
30 days,


 


(ii)                                  default shall be made in the
payment of the principal of or premium, if any, on any Security as and when the
same shall have become due and payable (subject to clause (iii) below),
whether at Maturity of the Security or upon redemption or by declaration or
otherwise, and such default shall have continued for any period of grace
provided for with respect to such Security, or


 


(iii)                               default shall be made in the
payment for any sinking, purchase or analogous fund provided for in respect of
any Security as and when the same shall become due and payable, and such
default shall have continued for any period of grace provided for with respect
to such Security,


 


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


 


(b)                                 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, may prosecute such proceeding to judgment or
final decree and may enforce the same against the Company or any other obligor
upon such Securities 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 wherever situated.


 


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


 


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SECTION 5.04                                                     Trustee May File
Proofs of Claim.  (a)  In case of any judicial proceeding
relative to the Company (or any other obligor upon the Securities), its
property or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders
and the Trustee allowed in any such proceeding. 
In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders in accordance with Section 5.06, to pay
to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 6.07.


 


(b)                                 Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept
or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder
thereof or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding; provided, however, that the
Trustee may, on behalf of the Holders, vote for the election of a trustee in
bankruptcy or similar official and be a member of a creditors’ or other similar
committee.


 


SECTION 5.05                                                     Trustee May Enforce
Claims Without Possession of Securities.  All rights of action and
claims under this Indenture or the Securities may be prosecuted and enforced by
the Trustee without the possession of any of the Securities or the production
thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, before the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.


 


SECTION 5.06                                                     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, upon presentation of the
Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:


 


FIRST: 
to the payment of all amounts due the Trustee under Section 6.07;


 


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


 


THIRD: 
to the payment of the remainder, if any, to the Company, its successors
or assigns or as a court of competent jurisdiction may direct.


 


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SECTION 5.07                                                     Limitation on
Suits. No Holder 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:


 


(i)                                     an Event of Default with
respect to Securities of such series shall have occurred and be continuing and
such Holder has previously given written notice to the Trustee of such
continuing Event of Default with respect to the Securities of that series;


 


(ii)                                  the Holders of not less than
25% in aggregate principal amount of the Outstanding Securities of that series
or, in the case of an Event of Default specified in clause (v) or (vi) of
Section 5.01, of all series (voting as a class) with respect to which such
Event of Default has occurred and is continuing, 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;


 


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


 


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


 


(v)                                 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 aggregate principal amount of the
Outstanding Securities of that series or, in the case of an Event of Default
specified in clause (v) or (vi) of Section 5.01, of all series
(voting as a class) with respect to which such Event of Default has occurred
and is continuing;


 


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 (including without
limitation the provisions of Section 5.12) 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 5.08                                                     Unconditional
Right of Holders to Receive Principal, Premium and Interest.  Notwithstanding any other
provision in this Indenture, the Holder of any Security shall have the right,
which is absolute and unconditional, to receive payment of the principal of
(and premium, if any) and (subject to Section 3.08) interest, if any, on
such Security on the Stated Maturity or Maturities expressed in such Security
(or, in the case of redemption, on the Redemption Date) and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.


 


SECTION 5.09                                                     Restoration of
Rights and Remedies.  If the Trustee or any Holder has instituted
any proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case, subject to and determination in such proceeding, the Company, the Trustee
and the Holders shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and


 


30

















 


remedies
of the Trustee and the Holders shall continue as though no such proceeding had
been instituted.


 


SECTION 5.10                                                     Rights and
Remedies Cumulative.  Except as otherwise provided with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities
in Section 3.07(f), no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.


 


SECTION 5.11                                                     Delay or
Omission Not Waiver.  No delay or omission of the Trustee or of any
Holder of any Securities to exercise any right or remedy accruing upon any
Event of Default shall impair any such right or remedy or constitute a waiver
of any such Event of Default or an acquiescence therein. Subject to the
provisions of Section 5.07, every right and remedy given by this Article or
by law to the Trustee or to the Holders may be exercised from time to time, and
as often as may be deemed expedient, by the Trustee or by the Holders, as the
case may be.


 


SECTION 5.12                                                     Control by
Holders.  The Holders of not less than a majority in
aggregate 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:


 


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


 


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


 


(iii)                               subject to the provisions of
Section 6.01, the Trustee shall have the right to decline to follow any
such direction if the Trustee in good faith shall, by a Responsible Trust
Officer or Officers of the Trustee, determine that the action so directed would
involve the Trustee in personal liability or be unduly prejudicial to Holders
not joining therein.


 


SECTION 5.13                                                     Waiver of Past
Defaults.  The Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series waive any past
default hereunder with respect to such series and its consequences, except a
default:


 


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


 


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


 


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


 


SECTION 5.14                                                     Undertaking for
Costs.  All parties to this Indenture agree, and each
Holder of a 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, suffered or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees and expenses, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant in the manner and to the extent provided in the
Trust Indenture Act; provided that neither this Section nor the
Trust Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Company
or 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 of any series, or 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, on the Redemption Date).


 


SECTION 5.15                                                     Waiver of Stay
or Extension Laws.  The Company 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 stay or
extension law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and the Company
(to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had
been enacted.


 


ARTICLE VI

The Trustee


 


SECTION 6.01                                                     Certain Duties
and Responsibilities.  The duties, responsibilities, protections,
privileges, and immunities of the Trustee shall be as provided by the Trust
Indenture Act, unless expressly excluded as provided in this Article VI.  Notwithstanding the foregoing, no provision of
this Indenture shall require the Trustee 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.  Whether or not therein expressly so provided,
every provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to the
provisions of this Section.


 


SECTION 6.02                                                     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 to the


 


32





















 


Holders
of Securities of such series notice of such default as and to the extent
provided by the Trust Indenture Act, 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, on) or interest on any
Security of such series or in the payment of any sinking fund installment with
respect to Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors or Responsible Trust Officers of
the Trustee in good faith determine that the withholding of such notice is in
the interest of the Holders of Securities of such series; provided, further,
that in the case of any default of the character specified in Section 5.01(iv) with
respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence of such default. For the purpose of
this Section, the term “default” means any event which is, or after notice or
lapse of time or both would become, an Event of Default with respect to
Securities of such series.


 


SECTION 6.03                                                     Certain Rights
of Trustee.   Subject to the provisions of Section 6.01:


 


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


 


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


 


(c)                                  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 Officer’s Certificate;


 


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


 


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


 


(f)                                    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, other
evidence of indebtedness or other paper or document;


 


33





















 


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


 


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


 


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


 


(j)                                     in no event shall the
Trustee be responsible or liable for any failure or delay in the performance of
its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware)
services; it being understood that the Trustee shall use reasonable efforts
which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances; and


 


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


 


SECTION 6.04                                                     Not Responsible
for Recitals or Issuance of Securities.  The recitals contained herein
and in the Securities, except the Trustee’s certificates of authentication,
shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the Securities. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.


 


SECTION 6.05                                                     May Hold
Securities.  The Trustee, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities or warrants or
subscription rights to purchase Securities and, subject to Section 6.08
and 6.13, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Paying Agent, Security Registrar or such other
agent.


 


SECTION 6.06                                                     Money Held in
Trust.  Money held by the Trustee or any Paying Agent
in trust hereunder need not be segregated from other funds except to the extent
required by law. The Trustee or any Paying Agent shall be under no liability
for interest on any money received by it hereunder except as otherwise agreed
with the Company.


 


SECTION 6.07                                                     Compensation
and Reimbursement.  (a)  The Company agrees:


 


34





















 


(i)                                     to pay to the Trustee from
time to time in Dollars such reasonable compensation as shall be agreed to in
writing between the Company and the Trustee 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);


 


(ii)                                  except as otherwise
expressly provided herein, to reimburse the Trustee in Dollars 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 reasonable expenses and disbursements of its
agents and counsel), except any such expense, disbursement or advance as may be
attributable to the negligence or willful misconduct of the Trustee or of its
agents or counsel; and


 


(iii)                               to indemnify the Trustee
for, and to hold it harmless against, any and all loss, liability, damage,
claim or expense, including taxes, other than taxes based upon, or measured or
determined by, the income of the Trustee, (including the reasonable
compensation and the reasonable expenses and disbursements of its agents and
counsel) incurred without negligence or willful misconduct on its part, arising
out of or in connection with the acceptance or administration of the trust or
trusts hereunder, including the reasonable costs and expenses of defending
itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.


 


(b)                                 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, premium, if any, or interest, if any, on particular Securities.


 


(c)                                  When the Trustee incurs
expenses or renders services in connection with an Event of Default specified
in Section 5.01(v) and Section 5.01(vi), 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. The
provisions of this Section shall survive the termination of this Indenture
and the resignation or removal of the Trustee.


 


SECTION 6.08                                                     Disqualification;
Conflicting Interests.  (a)  If the Trustee has or shall acquire
any conflicting interest, as defined in Section 310(b) of the Trust
Indenture Act, with respect to the Securities of any series, it shall, within
90 days after ascertaining that it has such conflicting interest, either
eliminate such conflicting interest or resign with respect to the Securities of
that series in the manner and with the effect provided by, and subject to the
provisions of, Section 310(b) of the Trust Indenture Act and this
Indenture.  To the extent permitted by
the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.


 


(b)                                 In the event that the
Trustee shall fail to comply with the provisions of the preceding sentence with
respect to the Securities of any series, the Trustee shall, within 10 days
after the expiration of such 90-day period, transmit, in the manner and to the
extent provided in Section 1.06, to all Holders of Securities of that
series notice of such failure.


 


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(c)                                  Nothing herein shall prevent
the Trustee from filing with the Commission the application referred to in the
penultimate paragraph of Section 310(b) of the Trust Indenture Act.


 


SECTION 6.09                                                     Corporate
Trustee Required; Eligibility.  There shall at all times be a Trustee for
each series of Securities hereunder which shall be either (1) a
corporation organized and doing business under the laws of the United States,
which is authorized under such laws to exercise corporate trust powers and is
subject to supervision or examination by Federal or State authority or (2) a
corporation or other Person organized and doing business under the laws of a
foreign government that is permitted to act as Trustee pursuant to a rule,
regulation or order of the Commission, which is authorized under such laws to
exercise corporate trust powers and is subject to supervision or examination by
authority of such foreign government or apolitical subdivision thereof
substantially equivalent to supervision or examination applicable to United
States institutional trustees; in either case having a combined capital and
surplus of at least $50,000,000. If such corporation or Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this Section and
to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such corporation or Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. Neither the Company nor any Person directly or indirectly
controlling, controlled by, or under common control with the Company shall
serve as trustee for the Securities of any series issued hereunder. If at any
time the Trustee shall cease to be eligible in accordance with the provisions
of this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.


 


SECTION 6.10                                                     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 6.11.


 


(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 the instrument of acceptance by a successor
Trustee required by Section 6.11 shall not have been delivered to the
resigning Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may, at the expense of the Company, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.


 


(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 aggregate principal amount of the Outstanding Securities of
such series, delivered to the Trustee and to the Company.  If the instrument of acceptance by a
successor Trustee required by Section 6.11 shall not have been delivered
to the removed Trustee within 30 days after the delivery of the evidence of the
Act of the Holders, the removed Trustee may, at the expense of the Company,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


 


(d)                                 If at any time:


 


36





















 


(i)                                     the Trustee shall fail to
comply with Section 6.08 after written request therefor by the Company or
by any Holder who has been a bona fide Holder of a Security of a series as to
which the Trustee has a conflicting interest for at least six months, or


 


(ii)                                  the Trustee for a series
shall cease to be eligible under Section 6.09 and shall fail to resign
after written request therefor by the Company or by any Holder, or


 


(iii)                               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 a Board Resolution may remove the Trustee with respect to all Securities, or
(ii) subject to Section 5.14, any Holder who has been a bona fide
Holder of a Security for at least six months (and, in the case of clause (i) above,
who is a holder of a Security of a series as to which the Trustee has a
conflicting interest) 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 the Trustee for any cause, with respect to the Securities of one or
more series, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee or Trustees with respect to the Securities of that or those
series (it being understood that any such successor Trustee may be appointed
with respect to the Securities of one or more of or all such series and that at
any time there shall be only one Trustee with respect to the Securities of any
particular series) and such successor Trustee or Trustees shall comply with the
applicable requirements of Section 6.11. 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 aggregate principal amount of
the Outstanding Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements
of Section 6.11, become the successor Trustee with respect to the
Securities of such series and to that extent supersede the successor Trustee
appointed by the Company. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the
Holders and accepted appointment in the manner required by Section 6.11,
any Holder who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


 


(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 by giving notice of such event to all
Holders of Securities of such series as provided by Section 1.06. 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.


 


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SECTION 6.11                                                     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 so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on the request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder.


 


(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 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, 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.


 


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SECTION 6.12                                                     Merger,
Conversion, Consolidation or Succession to Business.  Any corporation into which the
Trustee may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to all or substantially
all of the corporate trust business of the Trustee, shall be the successor of
the Trustee hereunder, provided that such corporation shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto. In case
any Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.


 


SECTION 6.13                                                     Preferential
Collection of Claims Against Company.  If and when the Trustee shall be or become a
creditor of the Company (or any other obligor upon the Securities), the Trustee
shall be subject to the provisions of the Trust Indenture Act regarding the
collection of claims against the Company (or any such other obligor).


 


SECTION 6.14                                                     Appointment of
Authenticating Agent.  (a)  The Company may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon original issue or upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section 3.07,
and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or
the Trustee’s certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Trustee and shall at all times be a corporation having a
combined capital and surplus of not less than the equivalent of $50,000,000 and
subject to supervision or examination by Federal, state or District of Columbia
authority or the equivalent foreign authority, in the case of an Authenticating
Agent who is not organized and doing business under the laws of the United
States. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.


 


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


 


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(c)                                  An Authenticating Agent may
resign at any time by giving written notice thereof to the Trustee and to the
Company. The Company may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and to the
Trustee. 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 Company may
appoint a successor Authenticating Agent which shall be acceptable to the
Trustee and shall mail, or cause to be mailed, written notice of such
appointment by first-class mail, postage prepaid, to all Holders of Securities,
if any, of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.


 


(d)                                 The Company agrees to pay to
each Authenticating Agent from time to time reasonable compensation for its
services under this Section.


 


(e)                                  If an appointment with
respect to one or more series is made pursuant to this Section, the Securities
of such series may have endorsed thereon, in addition to the Trustee’s
certificate of authentication, an alternative certificate of authentication in
the following form:


 


This is one of the Securities of the series
designated herein issued under the within-mentioned Indenture.


 


U.S.
Bank National Association,

as Trustee


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  [                      ]

  	
   

  
	
   

  	
  As
  Authenticating Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  



 


(f)                                    If all the Securities of a
series may not be originally issued at one time, and if the Trustee does not
have an office capable of authenticating Securities upon original issuance
located in a Place of Payment or other place where the Company wishes to have
Securities of such series authenticated upon original issuance, the Company
shall appoint in accordance with this Section an Authenticating Agent
(which may be an Affiliate of the Company if eligible to be appointed as an
Authenticating Agent hereunder) having an office in such Place of Payment or
other place designated by the Company with respect to such series of
Securities.


 


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ARTICLE VII

Holders’ Lists and Reports by Trustee and Company


 


SECTION 7.01                                                     Company to
Furnish Trustee Names and Addresses of Holders.  The Company will furnish or
cause to be furnished to the Trustee:


 


(a)                                  semiannually, not later than
January 15 and July 15 in each year, a list in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of
each series of Securities as of the preceding January 1 or July 1, as
the case may be; 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, such list to be dated
as of a date not more than 15 days prior to the time such list is furnished, provided,
however, that, in the case of both Sections 7.01(a) and (b), at
such times as the Trustee is the Security Registrar and Paying Agent with
respect to a particular series of Securities, no such list shall be required to
be furnished in respect of such series.


 


SECTION 7.02                                                     Preservation of
Information; Communications to Holders.  (a)  The Trustee shall
preserve, in as current a form as is reasonably practicable, the names and
addresses of Holders of each series contained in the most recent list furnished
to the Trustee as provided in Section 7.01 and the names and addresses of
Holders of each series received by the Trustee in any capacity as Security
Registrar or Paying Agent. The Trustee may destroy any list furnished to it as
provided in Section 7.01 upon receipt of a new list so furnished.


 


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


 


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


 


SECTION 7.03                                                     Reports by Trustee.  (a)  The Trustee shall
transmit to Holders such reports concerning the Trustee and its actions under
this Indenture as may be required pursuant to the Trust Indenture Act at  the times and in the manner provided pursuant
thereto.  If required by Section 313(a) of
the Trust Indenture Act, the Trustee shall, within 60 days after each May 15
commencing with the May 15 occurring after the initial issuance of
Securities hereunder, deliver to Holders a brief report, dated as of such May 15,
which complies with the provisions of Section 313(a) of the Trust
Indenture Act.


 


(b)                                 A copy of each such report
shall, at the time of such transmission to Holders, be filed by the Trustee
with each United States stock exchange upon which any Securities are listed,
with the Commission and with the Company.


 


(c)                                  Reports pursuant to Section 7.03(a) shall
be transmitted by mail (i) to all Holders, as their names and addresses
appear in the Security Register, (ii) to all Holders as have, within two
years preceding such transmission, filed their names and addresses with the
Trustee for such


 


41





















 


purpose, and (iii) to all Holders whose names and addresses have
been furnished or received by the Trustee pursuant to Sections 7.01 and 7.02.


 


SECTION 7.04                                                     Reports by
Company.  (a)  The Company shall:


 


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


 


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


 


(iii)                               transmit by mail to all
Holders of Securities, in the manner and to the extent provided in Section 7.03(c) with
respect to reports to be transmitted pursuant to Section 7.03(a), within
30 days after the filing thereof with the Trustee, such summaries of any
information, documents and reports required to be filed by the Company pursuant
to paragraph (i) of (ii) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission.


 


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


 


ARTICLE VIII

Consolidation, Merger, Conveyance or Transfer


 


SECTION 8.01                                                     Company May Consolidate,
Etc., Only on Certain Terms. (a) Subject
to Section 8.01(b), the Company shall not consolidate with or merge into
any other Person or convey or transfer its assets substantially as an entirety
to any Person, unless:


 


(i)                                     the Person formed by such
consolidation or into which the Company is merged or the Person which acquires
by conveyance or transfer the assets of the Company substantially as an
entirety shall be a corporation, partnership, trust or limited liability
company organized and existing under the laws of the United States and shall
expressly assume, by an indenture supplemental hereto, executed and delivered
to the Trustee, in form satisfactory to the


 


42





















 


Trustee, the due and punctual payment of the principal of, and premium,
if any, and interest, if any, on all the Securities and the performance or
observance of every covenant of this Indenture on the part of the Company to be
performed or observed;


 


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


 


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


 


(b)                                 The provisions of Section 8.01(a)(i),
(ii) and (iii) shall not be applicable to the direct or indirect
conveyance or transfer of all or any portion of the stock, assets or
liabilities of any of the Company’s wholly owned Subsidiaries to the Company or
to other wholly owned Subsidiaries of the Company.


 


SECTION 8.02                                                     Successor
Corporation Substituted.  Upon any consolidation of the Company with,
or merger of the Company into, any other Person, or any conveyance or transfer
of the assets of the Company substantially as an entirety in accordance with Section 8.01,
the successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance or transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein; and in the event of any such conveyance or transfer, the
Company (which term shall for this purpose mean the Person named as the “Company”
in the first paragraph of this instrument or any successor corporation which
shall have theretofore become such in the manner prescribed in Section 8.01)
shall be discharged from all liability under this Indenture and in respect of
the Securities and may be dissolved and liquidated.


 


ARTICLE IX

Supplemental Indentures


 


SECTION 9.01                                                     Supplemental
Indentures Without Consent of Holders.  Without the consent of any
Holders, the Company, when authorized by or pursuant to a Board Resolution, and
the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:


 


(i)                                     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;


 


(ii)                                  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;


 


43




















 


(iii)          to add any additional Events of Default with respect
to all or any series of the Securities (and, if such Event of Default is
applicable to less than all series of Securities, specifying the series to
which such Event of Default is applicable);


 


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


 


(v)           to add to, change or eliminate any of the provisions
of this Indenture; provided that any such addition, 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 adversely affected by such change in or elimination of such provision;


 


(vi)          to secure the Securities;


 


(vii)         to establish the form or terms of Securities of any
series as permitted by Sections 2.01 and/or 3.02;


 


(viii)        to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the Securities of
one or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 6.11(b);


 


(ix)           to provide for the issuance of uncertificated
Securities of one or more series in addition to or in place of certificated
Securities;


 


(x)            to conform any provision hereof to the requirements
of the Trust Indenture Act or otherwise as necessary to comply with applicable
law;


 


(xi)           to cure any ambiguity or to correct or supplement
any provision herein which may be defective or inconsistent with any other provision
herein; or


 


(xii)          to make any other provisions with respect to matters
or questions arising under this Indenture; provided such other
provisions as may be made shall not adversely affect the interests of the
Holders of Outstanding Securities of any series in any material respect.


 


SECTION 9.02                  Supplemental Indentures with
Consent of Holders.  (a)  With the consent of the Holders of
not less than a majority in aggregate principal amount of the Outstanding
Securities of all series affected by such supplemental indenture (acting as one
class), by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by or pursuant to a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,


 


44

















 


(i)            change the Stated Maturity of the principal of, or
any installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium payable
upon the redemption thereof, or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02,
or change any Place of Payment where, or the currency, currencies or currency
unit or units 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,
on or after the Redemption Date), or affect adversely the terms, if any, of
conversion or exchange of any Security into cash or any other securities or
property of the Company or of any other Person,


 


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


 


(iii)          change any obligation of the Company, with respect
to Outstanding Securities of a series, to maintain an office or agency in the
places and for the purposes specified in Section 10.02 for such series, or


 


(iv)          modify any of the provisions of this Section or
Section 5.13, except to increase any such percentage or to provide with
respect to any particular series the right to condition the effectiveness of
any supplemental indenture as to that series on the consent of the Holders of a
specified percentage of the aggregate principal amount of Outstanding
Securities of such series (which provision may be made pursuant to Section 3.02
without the consent of any Holder) or to provide that certain other provisions
of this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Security affected thereby; provided, however,
that this clause shall not be deemed to require the consent of any Holder with
respect to changes in the references to “the Trustee” and concomitant changes
in this Section, or the deletion of this proviso, in accordance with the
requirements of Section 6.11(b) and 9.01(vii).


 


(b)           For purposes of this Section 9.02, if the
Securities of any series are issuable upon the exercise of warrants or
subscription rights, each holder of an unexercised and unexpired warrant or
subscription right with respect to such series shall be deemed to be a Holder
of Outstanding Securities of such series in the amount issuable upon the
exercise of such warrant or subscription right. For such purposes, the ownership
of any such warrant or subscription right shall be determined by the Company in
a manner consistent with customary commercial practices. The Trustee for such
series shall be entitled to rely on an Officer’s Certificate as to the
principal amount of Securities of such series in respect of which consents
shall have been executed by holders of such warrants or subscription rights.


 


(c)           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


 


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


 


SECTION 9.03                  Execution of Supplemental
Indentures.  In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or
the modifications thereby of the trusts created by this Indenture, the Trustee
shall be provided with, and (subject to Section 6.01) shall be fully
protected in relying upon, an Opinion of Counsel and an Officer’s Certificate
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, immunities or liabilities under this Indenture or otherwise.


 


SECTION 9.04                  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 theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.


 


SECTION 9.05                  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 9.06                  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 X

Covenants


 


SECTION 10.01                Payment of Principal,
Premium and Interest.  The Company covenants and agrees for the
benefit of each series of Securities that it will duly and punctually pay the
principal of (and premium, if any, on) and interest, if any, on the Securities
of that series in accordance with the terms of the Securities and this
Indenture.


 


SECTION 10.02                Maintenance of Office or
Agency.  (a)  If Securities of a series are
issuable only as Securities, the Company will maintain in each Place of Payment
for such series an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. The Company will maintain (i) in the Borough
of Manhattan, The


 


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City
of New York, an office or agency where any Securities may be presented or
surrendered for payment, where any Securities 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, (ii) 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 may be presented and surrendered for payment
(including payment of any additional amounts payable on Securities of that
series, if any); provided, however, that if the Securities of
that series are listed on any 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 any required city located outside
the United States, so long as the Securities of that series are listed on such
exchange, and (iii) 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 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 initially appoints the Trustee,
acting through its Corporate Trust Office, as its agent for said purposes.  The Company will give prompt written notice
to the Trustee and the Holders of the location, and any change in the location,
of any such office or agency. If at any time the Company shall fail to maintain
any such required office or agency in respect of any series of Securities or
shall fail to furnish the Trustee with the address thereof, such presentations
and surrenders of Securities of that series may be made and notices and demands
may be made or served at the Corporate Trust Office of the Trustee, and the
Company hereby appoints the same as its agent to receive such respective
presentations, surrenders, notices and demands.


 


(b)           The Company may also from time to time designate one
or more other offices or agencies where the Securities of one or more series
may be presented or surrendered for any or all such purposes and may from time
to time rescind such designations; provided, however, that no
such designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in 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 and the Holders of any such
designation or rescission and of any change in the location of any such other
office or agency.


 


SECTION 10.03                Money for Securities
Payments to be Held in Trust.  (a)  If the Company shall at any time
act as its own Paying Agent with respect to any series of Securities, it will,
on or before each due date of the principal of (and premium, if any, on) or
interest, if any, on any of the Securities of that series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum in the relevant
currency (or a sufficient number of currency units, as the case may be)
sufficient to pay the principal (and premium, if any, on) or interest 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 in writing
of its action or failure so to act.


 


(b)           Whenever the Company shall have one or more Paying
Agents for any series of Securities, it will, at or prior to the opening of
business on each due date of the principal of (and premium, if any, on) or
interest, if any, on any Securities of that series, deposit with a Paying Agent
a sum sufficient to pay the principal (and premium, if any) or interest so
becoming due,


 


47

















 


such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee in writing of its action
or failure so to act.


 


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


 


(i)            comply with the provisions of the Trust Indenture
Act applicable to it as a Paying Agent;


 


(ii)           give the Trustee written notice of any default by
the Company (or any other obligor upon the Securities of that series) in making
of any payment of principal (and premium, if any, on) or interest, if any, on
the Securities of that series; and


 


(iii)          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.


 


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


 


(e)           Any money or U.S. Government Obligation  (including the proceeds thereof and the
interest thereon) deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of and premium, if
any, on or interest, if any, on any Security of any series and remaining
unclaimed for two years after such principal and premium, if any, or interest
has become due and payable shall be paid to the Company (unless otherwise
required by mandatory provision of applicable escheat or abandoned or unclaimed
property law) or (if then held by the Company) shall (unless otherwise required
by mandatory provision of applicable escheat or abandoned or unclaimed property
law) be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense and at the direction of the Company cause to be published
once, in a newspaper published in the English language, customarily published
on each Business Day and of general circulation in the Borough of Manhattan,
The City of New York, notice that such money remains unclaimed and that, after
a date specified herein, 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. All moneys payable to the Company by the Trustee or any
Paying Agent as provided in the preceding sentence shall be paid to the Company
on May 31 of each year.


 


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SECTION 10.04                Statement by Officers as to
Default.  The Company will deliver to the Trustee,
within 120 days after the end of each fiscal year (which as of the date hereof
ends on December 31), a written certificate covering the preceding fiscal
year signed by the principal executive officer, the principal financial officer
or the principal accounting officer of the Company, stating that:


 


(i)            a review of the activities of the Company during
such year and of performance under this Indenture has been made under his
supervision; and


 


(ii)           to his knowledge, based on such review, the Company
has fulfilled all its obligations, and has complied with all conditions and
covenants, under this Indenture throughout such year, or, if there has been a
default in the fulfillment of any such obligation, condition or covenant,
specifying each such default known to him and the nature and status thereof.
For purposes of this Section 10.04, compliance shall be determined without
regard to any grace period or requirement of notice provided pursuant to the
terms of this Indenture.


 


SECTION 10.05                Waiver of Certain Covenants.  Except as
otherwise specified as contemplated by Section 3.02 for Securities
of such series, the Company may, with respect to the Securities of such series,
omit in any particular instance, to comply with any term, provision or
condition set forth in any covenant provided pursuant to Section 3.02(a),
9.01(ii) or 9.01(vii) for the benefit of Holders of such series if
before the time for such compliance the Holders of at least a majority in
aggregate principal amount of the Outstanding Securities of such series shall
either waive such compliance in such instance or generally waive compliance
with such term, provision or condition, but no such waiver shall extend to or
affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.


 


ARTICLE XI

Redemption of Securities


 


SECTION 11.01                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 3.02
for Securities of any series) in accordance with this Article.


 


SECTION 11.02                Election to Redeem; Notice
to Trustee.  If the Company shall desire to exercise the
right to redeem all, or, as the case may be, any part of the Securities of any
series, the Company shall, at least 45 days but not more than 60 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee) notify the Trustee in writing of such Redemption
Date 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
Officer’s Certificate evidencing compliance with such restriction.


 


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SECTION 11.03                Selection by Trustee of
Securities to be Redeemed.  (a)  If less than all the Securities of
any series are to be redeemed, the particular Securities to be redeemed shall
be selected not more than 45 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series not previously called for
redemption, by the Trustee in accordance with its customary practices or as the
Company may direct in writing in accordance with DTC procedures.


 


(b)           The Trustee shall promptly notify the Company 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.


 


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


 


SECTION 11.04                Notice of Redemption.  (a)  Notice of redemption
shall be given by first-class mail, postage prepaid, mailed not less than 30
nor more than 60 days prior to the Redemption Date, to each Holder of
Securities to be redeemed, as provided in Section 1.06.


 


(b)           Each such notice of redemption shall specify the
following:


 


(i)            the Redemption Date;


 


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


 


(iii)          the Place or Places of Payment;


 


(iv)          that the Securities of such series are being redeemed
at the option of the Company pursuant to provisions contained in the terms of
the Securities of such series or in a supplemental indenture establishing such
series, if such be the case;


 


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


 


(vi)          a brief statement of the facts permitting such
redemption;


 


(vii)         that on the Redemption Date the Redemption Price
will become due and payable upon each Security redeemed;


 


(viii)        that payment will be made upon presentation and
surrender of the applicable Securities;


 


(ix)           that any interest accrued to the Redemption Date
will be paid as specified in said notice;


 


(x)            that the redemption is pursuant to the sinking fund,
if such is the case; and


 


50

















 


(xi)           that on and after said Redemption Date any interest
thereon or on the portions thereof to be redeemed will cease to accrue.


 


(c)           If less than all the Securities of any series are to
be redeemed, the notice of redemption shall specify the registration and, if
any, CUSIP numbers of the Securities of such series to be redeemed.  In case any Security of any series is to be
redeemed in part only, the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the Redemption
Date, upon surrender of such Security, a new Security or Securities of such
series in aggregate principal amount equal to the unredeemed portion thereof
will be issued, or, in the case of Securities providing appropriate space for
such notation, at the option of the Holders, the Trustee, in lieu of delivering
a new Security or Securities as aforesaid, may make a notation on such Security
of the payment of the redeemed portion thereof.


 


(d)           Notice of redemption of Securities to be redeemed at
the election of the Company shall be given by the Company or by the Trustee in
the name and at the expense and written request of the Company and such written
request shall be given to the Trustee 15 days prior to the date of the giving
of the notice of redemption or such lesser time as may be agreed to by the
Trustee.  The notice of redemption if
mailed in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not the Holder receives such notice.  In any case, a failure to give such notice by
mail or any defect in the notice to the Holder of any Security designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security.


 


SECTION 11.05                Deposit of Redemption Price.  On or before the opening of
business on any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own paying Agent,
segregate and hold in trust as provided in Section 10.03) an amount of
money in the relevant currency (or a sufficient number of currency units, as
the case may be) sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Securities which are to be redeemed on that date.


 


SECTION 11.06                Securities Payable on
Redemption Date.  (a)  Notice of redemption having been
given as aforesaid, the Securities so to be redeemed shall, on the Redemption
Date, become due and payable at the Redemption Price therein specified, and
from and after such date (unless the Company shall default in the payment of
the Redemption Price and accrued interest) such Securities shall cease to bear
and accrue any interest. Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with any accrued but unpaid interest to, but
excluding, the Redemption Date; provided, however, that unless
otherwise specified as contemplated by Section 3.02, installments of
accrued and unpaid interest on 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 3.08.


 


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


 


SECTION 11.07                Securities
Redeemed in Part.  Any Security which is to be redeemed only in
part shall be surrendered at a Place of Payment therefor (with, if the Company
or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing), and the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Security or Securities of the same
series and Stated Maturity, 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 or, in the
case of Securities providing appropriate space for such notation, at the option
of the Holder, the Trustee, in lieu of delivering a new Security or Securities
as aforesaid, may make a notation on such Security of the Payment of the
redeemed portion thereof.


 


ARTICLE XII

Sinking Funds


 


SECTION 12.01                Applicability of Article.  (a)  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 3.02
for Securities of such series.


 


(b)           The minimum amount of any sinking fund payment
provided for by the terms of Securities of any series is herein referred to as
a “mandatory sinking fund payment”, and any payment in excess of such
minimum amount provided for by the terms of Securities of any series is herein
referred to as an “optional sinking fund payment”. If provided for by
the terms of Securities of any series, the cash amount of any sinking fund
payment may be subject to reduction as provided in Section 12.02. 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 12.02                Satisfaction of Sinking Fund
Payments with Securities.  The Company (1) may deliver Outstanding
Securities of a series (other than any previously called for redemption) and (2) may
apply as a credit Securities of a series which have been redeemed either at the
election of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms
of such Securities, in each case in satisfaction of all or any part of any
sinking fund payment with respect to the Securities of such series required to
be made pursuant to the terms of such Securities as provided for by the terms
of such series; provided that such Securities have not been previously
so credited. Such Securities shall be received and the outstanding principal
amount thereof credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.


 


SECTION 12.03                Redemption of
Securities for Sinking Fund.  Not less than 60 days prior to each sinking
fund payment date for any series of Securities, the Company will deliver to


 


52





















 


the
Trustee an Officer’s Certificate specifying the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 12.02 and will also deliver
to the Trustee any Securities to be so delivered. 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 11.03
and cause notice of the redemption thereof to be given in the name of and at
the expense of the Company in the manner provided in Section 11.04. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Section 11.06 and 11.07.


 


ARTICLE XIII

Defeasance and Covenant Defeasance


 


SECTION 13.01                Company’s Option to Effect
Defeasance or Covenant Defeasance. The Company may elect, at
its option at any time, to have Section 13.02 or Section 13.03
applied to any Securities upon compliance with the conditions set forth below
in this Article. Any such election shall be evidenced by a Board Resolution.


 


SECTION 13.02                Defeasance and Discharge.  Upon the Company’s exercise of its option (if
any) to have this Section applied to any Securities, the Company shall be
deemed to have been discharged from its obligations with respect to such
Securities as provided in this Section on and after the date the
conditions set forth in Section 13.04 are satisfied (“Defeasance”). For
this purpose, such Defeasance means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by such Securities and
to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company and upon Company Request, shall execute proper
instruments acknowledging the same), subject to the following, which shall
survive until otherwise terminated or discharged hereunder: (1) the Company’s
obligations with respect to such Securities under Sections 3.05, 3.06, 3.07,
10.02 and 10.03; (2) the rights, powers, trusts, duties and immunities of
the Trustee hereunder; and (3) this Article. Subject to compliance with
this Article, the Company may exercise its option (if any) to have this Section applied
to any Securities notwithstanding the prior exercise of its option (if any) to
have Section 13.03 applied to such Securities.


 


SECTION 13.03                Covenant Defeasance.  Upon the Company’s exercise of its option (if
any) to have this Section applied to any Securities (1) the Company shall
be released from its obligations under Section 8.01 and any covenants
provided pursuant to 9.01(ii) for the benefit of the Holders of such
Securities; and (2) the occurrence of any event specified in Sections 5.01(iv)
(with respect to any of Section 8.01 and any such covenants provided
pursuant to Section 9.01(ii)) shall be deemed not to be or result in an
Event of Default, in each case with respect to such Securities as provided in
this Section on and after the date the conditions set forth in Section 13.04
are satisfied (“Covenant Defeasance”). For this purpose, such Covenant
Defeasance means that, with respect to such Securities, 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 specified Section (to the extent so
specified in the case of Section 5.01(iv)), whether directly or indirectly
by reason of any


 


53





















 


reference elsewhere herein
to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.


 


Notwithstanding any Covenant Defeasance with
respect to Section 8.01, any Person that would otherwise have been
required to assume the obligations of the Company pursuant to said Section shall
be required, as a condition to any merger, consolidation, conveyance or
transfer contemplated thereby, to assume the obligations of the Company to the
Trustee under Sections 6.07 and 13.05.


 


SECTION 13.04                Conditions to Defeasance or
Covenant Defeasance. The following shall be the conditions to the
application of Section 13.02 or Section 13.03 to any Securities:


 


(i)            The Company shall irrevocably have deposited or
caused to be deposited with the Trustee as trust funds in trust for the purpose
of making the following payments, specifically pledged as security for, and
dedicated solely to, the benefits of the Holders of such Securities, (A) money,
or (B) U.S. Government Obligations  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, money, or (C) a combination thereof, in each case in
an amount sufficient to pay and discharge, and which shall be applied by the
Trustee (or any such other qualifying trustee) to pay and discharge, the
principal of and any premium and interest on such Securities due on or before
the respective Stated Maturities or the Redemption Date, in accordance with the
terms of this Indenture and such Securities; provided that the Company
shall deliver to the Trustee an opinion of a nationally recognized firm of
independent public accountants expressed in a written certification, as to the
sufficiency of deposits made by the Company pursuant to this Section.


 


(ii)           In the event of an election to have Section 13.02
apply to any Securities, the Company shall have delivered to the Trustee an
Opinion of Counsel stating that (A) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling or (B) since
the date of this instrument, there has been a change in the applicable Federal
income tax law, in the case of either (A) or (B) to the effect that,
and based thereon such opinion shall confirm that, the Holders of such
Securities will not recognize gain or loss for Federal income tax purposes as a
result of the deposit, Defeasance and discharge to be effected with respect to
such Securities and will be subject to Federal income tax on the same amount,
in the same manner and at the same times as would be the case if such deposit,
Defeasance and discharge were not to occur.


 


(iii)          In the event of an election to have Section 13.03
apply to any Securities, the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that the Holders of such Securities will not
recognize gain or loss for Federal income tax purposes as a result of the
deposit and Covenant Defeasance to be effected with respect to such Securities
and will be subject to Federal income tax on the same amount, in the same
manner and at the same times as would be the case if such deposit and Covenant
Defeasance were not to occur.


 


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


 


54





















 


Sections 5.01(v) and (vi), at any time on or prior to the 90th day after
the date of such deposit (it being understood that this condition shall not be
deemed satisfied until after such 90th day).


 


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


 


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


 


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


 


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


 


SECTION 13.05                Deposited Money or U.S.
Government Obligations to Be Held in Trust; Miscellaneous Provisions.  Subject to the provisions of Section 10.03(e),
all money or U.S. Government Obligations (including the proceeds thereof and
the interest thereon) deposited with the Trustee pursuant to Section 13.04
in respect of any Securities shall be held in trust and applied by the Trustee,
in accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any such Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee may determine, to the
Holders of such Securities, of all sums due and to become due thereon in
respect of principal and any premium and interest, but money so held in trust
need not be segregated from other funds except to the extent required by law.


 


The Company shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
U.S. Government Obligations deposited pursuant to Section 13.04 or the
principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of Outstanding
Securities.


 


Anything in this Article to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money or U.S. Government Obligations held
by it as provided in Section 13.04 with respect to any Securities which,
in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee
or in the opinion of such other Persons delivered to the Trustee as shall be
reasonably satisfactory to the Trustee (which may be the same opinion delivered
to the Trustee under Section 13.04(i)), are in excess of the amount
thereof which would then be required to be deposited to effect the Defeasance
or Covenant Defeasance, as the case may be, with respect to such Securities.


 


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SECTION 13.06                Reinstatement.  If the Trustee or the Paying Agent is unable
to apply any money in accordance with this Article with respect to any
Securities by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application,
then the obligations under this Indenture and such Securities from which the
Company has been discharged or released pursuant to Section 13.02 or 13.03
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article with respect to such Securities, until such time as the
Trustee or Paying Agent is permitted to apply all money held in trust pursuant
to Section 13.06 with respect to such Securities in accordance with this
Article; provided, however, that if the Company makes any payment
of principal of or any premium or interest on any such Security following such
reinstatement of its obligations, the Company shall be subrogated to the rights
(if any) of the Holders of such Securities to receive such payment from the
money so held in trust.


 


* * *


 


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


 


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IN WITNESS WHEREOF, the
parties hereto have caused this Indenture to be duly executed, and with respect
to the Company its corporate seal to be hereunto affixed and attested, all as
of the day and year first above written.


 


	
   

  	
  KNOLL,
  INC.,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/
  Barry L. McCabe

  
	
   

  	
   

  	
  Barry
  L. McCabe

  
	
   

  	
   

  	
  Executive Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert T. Jones

  
	
   

  	
   

  	
  Robert
  T. Jones

  
	
   

  	
   

  	
  Vice
  President

  



 


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