Exhibit 4.1


 




 





 


 


BERRY PETROLEUM COMPANY


 


 


TO


 


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


 






 


Indenture


 






 


Dated as of June 15, 2006


 


 


SENIOR DEBT SECURITIES


 




 





 

















 


Certain Sections of this Indenture relating to
Sections 310 through 318, 

inclusive, of the Trust Indenture Act of 1939:


 


	
  Trust Indenture

  Act Section

  	
   

  	
   

  	
  Indenture

  Section

  
	
   

  	
   

  	
   

  	
   

  
	
  §310(a)(1)

  	
   

  	
   

  	
  611

  
	
  (a)(2)

  	
   

  	
   

  	
  611

  
	
  (a)(3)

  	
   

  	
   

  	
  Not
  Applicable

  
	
  (a)(4)

  	
   

  	
   

  	
  Not
  Applicable

  
	
  (b)

  	
   

  	
   

  	
  603,
  608, 609

  
	
  §311(a)

  	
   

  	
   

  	
  612

  
	
  (b)

  	
   

  	
   

  	
  612

  
	
  §312(a)

  	
   

  	
   

  	
  701,
  702

  
	
  (b)

  	
   

  	
   

  	
  702

  
	
  (c)

  	
   

  	
   

  	
  702

  
	
  §313(a)

  	
   

  	
   

  	
  703

  
	
  (b)

  	
   

  	
   

  	
  703

  
	
  (c)

  	
   

  	
   

  	
  703

  
	
  (d)

  	
   

  	
   

  	
  703

  
	
  §314(a)

  	
   

  	
   

  	
  704

  
	
  (a)(4)

  	
   

  	
   

  	
  101,
  1004

  
	
  (b)

  	
   

  	
   

  	
  Not
  Applicable

  
	
  (c)(1)

  	
   

  	
   

  	
  102

  
	
  (c)(2)

  	
   

  	
   

  	
  102

  
	
  (c)(3)

  	
   

  	
   

  	
  Not
  Applicable

  
	
  (d)

  	
   

  	
   

  	
  Not
  Applicable

  
	
  (e)

  	
   

  	
   

  	
  102

  
	
  §315(a)

  	
   

  	
   

  	
  601

  
	
  (b)

  	
   

  	
   

  	
  605

  
	
  (c)

  	
   

  	
   

  	
  601

  
	
  (d)

  	
   

  	
   

  	
  601

  
	
  (e)

  	
   

  	
   

  	
  514

  
	
  §316(a)(1)(A)

  	
   

  	
   

  	
  502,
  512

  
	
  (a)(1)(B)

  	
   

  	
   

  	
  513

  
	
  (a)(2)

  	
   

  	
   

  	
  Not
  Applicable

  
	
  (b)

  	
   

  	
   

  	
  508

  
	
  (c)

  	
   

  	
   

  	
  104

  
	
  §317(a)(1)

  	
   

  	
   

  	
  503

  
	
  (a)(2)

  	
   

  	
   

  	
  504

  
	
  (b)

  	
   

  	
   

  	
  1003

  
	
  §318(a)

  	
   

  	
   

  	
  107

  



 


NOTE:  This Reconciliation and tie shall not,
for any purpose, be deemed to be a part of the Indenture.


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  ARTICLE
  ONE

  	
  DEFINITIONS
  AND OTHER PROVISIONS OF GENERAL APPLICATION

  	
  1

  
	
  SECTION 101.

  	
  Definitions.

  	
  1

  
	
  SECTION 102.

  	
  Compliance Certificates and Opinions.

  	
  9

  
	
  SECTION 103.

  	
  Form of Documents Delivered to Trustee.

  	
  10

  
	
  SECTION 104.

  	
  Acts of Holders; Record Dates.

  	
  11

  
	
  SECTION 105.

  	
  Notices, Etc., to Trustee and Company.

  	
  13

  
	
  SECTION 106.

  	
  Notice to Holders; Waiver.

  	
  13

  
	
  SECTION 107.

  	
  Conflict with Trust Indenture Act.

  	
  13

  
	
  SECTION 108.

  	
  Effect of Headings and Table of Contents.

  	
  14

  
	
  SECTION 109.

  	
  Successors and Assigns.

  	
  14

  
	
  SECTION 110.

  	
  Separability Clause.

  	
  14

  
	
  SECTION 111.

  	
  Benefits of Indenture.

  	
  14

  
	
  SECTION 112.

  	
  Governing Law.

  	
  14

  
	
  SECTION 113.

  	
  Legal Holidays.

  	
  14

  
	
  SECTION 114.

  	
  Language of Notices, Etc.

  	
  15

  
	
  SECTION 115.

  	
  Rules by Trustee and Agents.

  	
  15

  
	
  SECTION 116.

  	
  No Adverse Interpretation of Other Agreements.

  	
  15

  
	
  SECTION 117.

  	
  Counterparts.

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  TWO

  	
  SECURITY
  FORMS

  	
  15

  
	
  SECTION 201.

  	
  Forms Generally.

  	
  15

  
	
  SECTION 202.

  	
  Form of Legend for Global Securities.

  	
  16

  
	
  SECTION 203.

  	
  Form of Trustee’s Certificate of Authentication.

  	
  16

  
	
  SECTION 204.

  	
  Securities in Global Form.

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  THREE

  	
  THE
  SECURITIES

  	
  17

  
	
  SECTION 301.

  	
  Amount Unlimited; Issuable in Series.

  	
  17

  
	
  SECTION 302.

  	
  Denominations.

  	
  21

  
	
  SECTION 303.

  	
  Execution, Authentication, Delivery and Dating.

  	
  22

  
	
  SECTION 304.

  	
  Temporary Securities.

  	
  23

  
	
  SECTION 305.

  	
  Registration, Registration of Transfer and Exchange.

  	
  23

  
	
  SECTION 306.

  	
  Mutilated, Destroyed, Lost and Stolen Securities.

  	
  25

  
	
  SECTION 307.

  	
  Payment of Interest; Interest Rights Preserved.

  	
  26

  
	
  SECTION 308.

  	
  Persons Deemed Owners.

  	
  27

  
	
  SECTION 309.

  	
  Cancellation.

  	
  27

  
	
  SECTION 310.

  	
  Computation of Interest.

  	
  28

  
	
  SECTION 311.

  	
  CUSIP Numbers.

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  FOUR  

  	
  SATISFACTION
  AND DISCHARGE

  	
  28

  
	
  SECTION 401.

  	
  Satisfaction and Discharge of Indenture.

  	
  28

  
	
  SECTION 402.

  	
  Application of Trust Money.

  	
  29

  



 

















 


	
  ARTICLE
  FIVE

  	
  REMEDIES

  	
  30

  
	
  SECTION 501.

  	
  Events of Default.

  	
  30

  
	
  SECTION 502.

  	
  Acceleration of Maturity; Rescission and Annulment.

  	
  31

  
	
  SECTION 503.

  	
  Collection of Indebtedness and Suits for Enforcement by
  Trustee.

  	
  32

  
	
  SECTION 504.

  	
  Other Remedies.

  	
  33

  
	
  SECTION 505.

  	
  Trustee May File Proofs of Claim.

  	
  33

  
	
  SECTION 506.

  	
  Trustee May Enforce Claims Without Possession of
  Securities.

  	
  34

  
	
  SECTION 507.

  	
  Application of Money Collected.

  	
  34

  
	
  SECTION 508.

  	
  Limitation on Suits.

  	
  34

  
	
  SECTION 509.

  	
  Unconditional Right of Holders to Receive Principal,
  Premium and Interest.

  	
  35

  
	
  SECTION 510.

  	
  Restoration of Rights and Remedies.

  	
  35

  
	
  SECTION 511.

  	
  Rights and Remedies Cumulative.

  	
  35

  
	
  SECTION 512.

  	
  Delay or Omission Not Waiver.

  	
  36

  
	
  SECTION 513.

  	
  Control by Holders.

  	
  36

  
	
  SECTION 514.

  	
  Waiver of Past Defaults.

  	
  36

  
	
  SECTION 515.

  	
  Undertaking for Costs.

  	
  37

  
	
  SECTION 516.

  	
  Priorities.

  	
  37

  
	
  SECTION 517.

  	
  Waiver of Usury, Stay or Extension Laws.

  	
  37

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  SIX

  	
  THE
  TRUSTEE

  	
  37

  
	
  SECTION 601.

  	
  Certain Duties and Responsibilities.

  	
  37

  
	
  SECTION 602.

  	
  Duties of Trustee.

  	
  38

  
	
  SECTION 603.

  	
  Certain Rights of Trustee.

  	
  39

  
	
  SECTION 604.

  	
  Trustee’s Disclaimer.

  	
  40

  
	
  SECTION 605.

  	
  Notice of Defaults.

  	
  41

  
	
  SECTION 606.

  	
  Reports by Trustee to Holders of the Securities of Any
  Series.

  	
  41

  
	
  SECTION 607.

  	
  Compensation and Reimbursement.

  	
  41

  
	
  SECTION 608.

  	
  Resignation and Removal; Appointment of Successor.

  	
  42

  
	
  SECTION 609.

  	
  Acceptance of Appointment by Successor.

  	
  44

  
	
  SECTION 610.

  	
  Merger, Conversion, Consolidation or Succession to
  Business.

  	
  45

  
	
  SECTION 611.

  	
  Eligibility; Disqualification.

  	
  45

  
	
  SECTION 612.

  	
  Preferential Collection of Claims Against Company.

  	
  45

  
	
  SECTION 613.

  	
  Appointment of Authenticating Agent.

  	
  45

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  SEVEN

  	
  HOLDERS’
  LISTS AND REPORTS BY TRUSTEE AND COMPANY

  	
  47

  
	
  SECTION 701.

  	
  Company to Furnish Trustee Names and Addresses of Holders.

  	
  47

  
	
  SECTION 702.

  	
  Preservation of Information; Communications to Holders.

  	
  47

  
	
  SECTION 703.

  	
  Reports by Trustee.

  	
  48

  
	
  SECTION 704.

  	
  Reports by Company.

  	
  48

  



 

















 


	
  ARTICLE
  EIGHT

  	
  CONSOLIDATION,
  MERGER, CONVEYANCE, TRANSFER OR LEASE

  	
  48

  
	
  SECTION 801.

  	
  Company May Consolidate, Etc., Only on Certain Terms.

  	
  48

  
	
  SECTION 802.

  	
  Successor Substituted.

  	
  49

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  NINE

  	
  SUPPLEMENTAL
  INDENTURES

  	
  49

  
	
  SECTION 901.

  	
  Supplemental Indentures Without Consent of Holders.

  	
  49

  
	
  SECTION 902.

  	
  Supplemental Indentures With Consent of Holders.

  	
  51

  
	
  SECTION 903.

  	
  Execution of Supplemental Indentures.

  	
  52

  
	
  SECTION 904.

  	
  Effect of Supplemental Indentures.

  	
  52

  
	
  SECTION 905.

  	
  Conformity with Trust Indenture Act.

  	
  53

  
	
  SECTION 906.

  	
  Reference in Securities to Supplemental Indentures.

  	
  53

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  TEN

  	
  COVENANTS

  	
  53

  
	
  SECTION 1001.

  	
  Payment of Principal, Premium and Interest.

  	
  53

  
	
  SECTION 1002.

  	
  Maintenance of Office or Agency.

  	
  53

  
	
  SECTION 1003.

  	
  Money for Securities Payments to Be Held in Trust.

  	
  54

  
	
  SECTION 1004.

  	
  Statement by Officers as to Default.

  	
  55

  
	
  SECTION 1005.

  	
  Existence.

  	
  55

  
	
  SECTION 1006.

  	
  Payment of Taxes and Other Claims.

  	
  55

  
	
  SECTION 1007.

  	
  Repurchase at the Option of Holders upon Change of Control.

  	
  55

  
	
  SECTION 1008.

  	
  Payment for Consents.

  	
  57

  
	
  SECTION 1009.

  	
  Waiver of Certain Covenants.

  	
  57

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  ELEVEN

  	
  REDEMPTION
  OF SECURITIES

  	
  57

  
	
  SECTION 1101.

  	
  Applicability of Article.

  	
  57

  
	
  SECTION 1102.

  	
  Election to Redeem; Notice to Trustee.

  	
  58

  
	
  SECTION 1103.

  	
  Selection by Trustee of Securities to Be Redeemed.

  	
  58

  
	
  SECTION 1104.

  	
  Notice of Redemption.

  	
  58

  
	
  SECTION 1105.

  	
  Deposit of Redemption Price.

  	
  59

  
	
  SECTION 1106.

  	
  Securities Payable on Redemption Date.

  	
  59

  
	
  SECTION 1107.

  	
  Securities Redeemed in Part.

  	
  60

  
	
  SECTION 1108.

  	
  Other Mandatory Redemption.

  	
  60

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  TWELVE

  	
  DEFEASANCE
  AND COVENANT DEFEASANCE

  	
  60

  
	
  SECTION 1201.

  	
  Company’s Option to Effect Defeasance or Covenant
  Defeasance.

  	
  60

  
	
  SECTION 1202.

  	
  Defeasance and Discharge.

  	
  61

  
	
  SECTION 1203.

  	
  Covenant Defeasance.

  	
  61

  
	
  SECTION 1204.

  	
  Conditions to Defeasance or Covenant Defeasance.

  	
  61

  
	
  SECTION 1205.

  	
  Acknowledgment of Discharge By Trustee.

  	
  63

  
	
  SECTION 1206.

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

  	
  63

  
	
  SECTION 1207.

  	
  Reinstatement.

  	
  64

  



 

















 


	
  ARTICLE THIRTEEN

  	
  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS,
  DIRECTORS AND EMPLOYEES

  	
  64

  
	
  SECTION 1301.

  	
  Exemption from Individual Liability.

  	
  64

  



 
















 


INDENTURE, dated as of June 15,
2006 between Berry Petroleum Company, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the “Company”), having
its principal office at 5201 Truxtun Avenue, Suite 300, Bakersfield,
California 93309 and Wells Fargo Bank, National Association, as Trustee (herein
called the “Trustee”).


 


Recitals of The Company


 


The Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of its debentures, notes or other evidences of
indebtedness (herein called the “Securities”), which may be convertible into or
exchangeable for the common stock, preferred stock or other debt securities of
the Company, to be issued in one or more series as in this Indenture provided.


 


All things necessary to
make this Indenture a valid and legally binding 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 agreed, for the equal and proportionate benefit of all Holders of
the Securities or of any series thereof, as follows:


 


ARTICLE
ONE


 


DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION


 


SECTION 101.       Definitions.


 


For all purposes of this
Indenture, except as otherwise expressly provided (including as otherwise
contemplated by Section 301 with respect to any series of Securities) or
unless the context otherwise requires:


 


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


 


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


 


(3)           all accounting terms not otherwise defined herein have
the meanings assigned to them in accordance with generally accepted accounting
principles in the United States of America, 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 as consistently applied by the
Company at the date of such computation;


 


1

















 


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


 


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


 


(6)           words importing any gender include the other genders;


 


(7)           references to statutes are to be construed as
including all statutory provisions consolidating, amending or replacing the
statute referred to;


 


(8)           references to “writing” include printing, typing,
lithography and other means of reproducing words in a tangible, visible form;


 


(9)           the words “including,” “includes” and “include” shall
be deemed to be followed by the words “without limitation”; and


 


(10)         unless otherwise provided, references to agreements
and other instruments shall be deemed to include all amendments and other
modifications to such agreements and instruments, but only to the extent such
amendments and other modifications are not prohibited by the terms of this
Indenture.


 


Certain terms, used
principally in Article Six and Article Twelve, are defined in those
Articles.


 


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


 


“Affiliate” of any
specified Person means any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified
Person.  For the purposes of this
definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; provided that a Person will be deemed to be an Affiliate if the
Company has knowledge that such Person beneficially owns 10% or more of the
Voting Stock of the Company; provided, further, that the Company shall only be
deemed to have knowledge of any Person beneficially owning 10% or more of the
Company’s Voting Stock if such Person has filed a statement of beneficial
ownership pursuant to Sections 13(d) or 13(g) of the Exchange Act or
has provided written notice thereof to the Company.  For purposes of this definition, the terms “controlling,”
“controlled by” and “under common control with” have correlative meanings.


 


“Agent” means the
Securities Registrar, or any Paying Agent or additional paying agent.


 


“Authenticating Agent”
means any Person authorized by the Trustee pursuant to Section 613 to act
on behalf of the Trustee to authenticate Securities of one or more series.


 


2

















 


“Bankruptcy Law” means
Title 11, U.S.  Code or any similar
federal or state law for the relief of debtors.


 


“Board of Directors”
means:


 


(1)           with respect to a corporation, the
board of directors of the corporation or any committee thereof duly authorized
to act on behalf of such board;


 


(2)           with respect to a partnership, the
Board of Directors of the general partner of the partnership;


 


(3)           with respect to a limited liability
company, the managing member or members or any controlling committee of
managing members thereof; and


 


(4)           with respect to any other Person, the
board or committee of such Person serving a similar function.


 


“Board Resolution” means
a copy of a resolution certified by the Secretary or an Assistant Secretary of
the Company to have been duly adopted by the Board of Directors, or such
committee of the Board of Directors or officers of the Company to which
authority to act on behalf of the Board of Directors has been delegated, and to
be in full force and effect on the date of such certification, and delivered to
the Trustee.


 


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


 


“Capital Stock” means:


 


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


 


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


 


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


 


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


 


“Change of Control” means
the occurrence of any of the following events:


 


(a)           any “person” or “group” (as such terms
are used in Sections 13(d) and 14(d) of the Exchange Act or any
successor provisions to either of the foregoing), including any 


 


3

















 


group acting for the
purpose of acquiring, holding, voting or disposing of securities within the
meaning of Rule 13d-5(b)(1) under the Exchange Act, becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act, except that a
person will be deemed to have “beneficial ownership” of all shares that any
such person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of 50%
or more of the total voting power of the Voting Stock of the Company; or


 


(b)           the sale, transfer, assignment, lease,
conveyance or other disposition, directly or indirectly, of all or
substantially all the properties and assets of the Company and the Restricted
Subsidiaries, considered as a whole (other than a disposition of such
properties and assets as an entirety or virtually as an entirety to a Wholly
Owned Restricted Subsidiary) or the Company merges or consolidates with or into
any other Person or any other Person merges or consolidates with or into the
Company, in any such event pursuant to a transaction in which the outstanding
Voting Stock of the Company is reclassified into or exchanged for cash,
securities or other properties and assets, other than any such transaction
where:


 


(1)           the outstanding Voting Stock of the Company is
reclassified into or exchanged for other Voting Stock of the Company or for
Voting Stock of the surviving corporation; and


 


(2)           the holders of the Voting Stock of the Company immediately
prior to such transaction own, directly or indirectly, not less than a majority
of the Voting Stock of the Company or the surviving corporation immediately
after such transaction and in substantially the same proportion as before the
transaction; or


 


(c)           during any period of two consecutive
years, individuals who at the beginning of such period constituted the Board of
Directors (together with any new directors whose election or appointment by
such Board or whose nomination for election by the stockholders of the Company
was approved by a vote of not less than a majority of the directors then still
in office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute at least a majority of the Board of Directors then in
office; or


 


(d)           the stockholders of the Company shall
have approved any plan of liquidation or dissolution of the Company.


 


“Change of Control Offer”
has the meaning set forth in, Section 1007(a).


 


“Change of Control
Payment Date” has the meaning set forth in Section 1007(b).


 


“Change of Control
Purchase Price” has the meaning set forth in Section 1007(a).


 


“Circular 230” has the
meaning specified in Section 103.


 


“Commission” means the
United States Securities and Exchange Commission, from time to time
constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument the United States Securities and Exchange
Commission is not existing and 


 


4

















 


performing
the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.


 


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


 


“Company Request” or “Company
Order” means a written request or order signed in the name of the Company by
its Chairman of the Board, its Vice Chairman of the Board, its President or any
Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or
an Assistant Secretary, 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 administered, which as of the date hereof is
located at 707 Wilshire Blvd, 17th Floor Los Angeles, CA 90017, Attn: Corporate
Trust Administration.


 


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


 


“Covenant Defeasance” has
the meaning specified in Section 1203.


 


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


 


“Defeasance” has the
meaning specified in Section 1202.


 


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


 


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


 


“Exchange Act” means the
United States 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 104.


 


“Global Security” means a
Security that evidences all or part of the Securities of any series and bears
the legend set forth in Section 202 (or such legend as may be specified as
contemplated by Section 301 for such Securities).


 


“Government Obligation”
has the meaning specified in Section 1204.


 


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


 


“Indenture” means this
instrument as originally executed and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into 


 


5

















 


pursuant
to the applicable provisions hereof, including, for all purposes of this
instrument and any such supplemental indenture, the provisions of the Trust
Indenture Act that are deemed to be a part of and govern this instrument and
any such supplemental indenture, respectively. 
The term “Indenture” shall also include the terms of particular series
of Securities established as contemplated by Section 301.


 


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


 


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


 


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


 


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


 


“Notice of Default” means
a written notice of the kind specified in Section 501(3).


 


“Officer’s Certificate”
means a certificate signed by the Chairman of the Board, a Vice Chairman of the
Board, the President or any Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee.  One of the
officers signing an Officer’s Certificate given pursuant to Section 1004
shall be the principal executive, financial or accounting officer of the
Company.


 


“Opinion of Counsel”
means an opinion from legal counsel that meets the requirements of Sections 102
and 103 hereof.  The counsel may be an
employee of or counsel to the Company or any Subsidiary of the Company.


 


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


 


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


 


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


 


(2)           Securities for whose payment or
redemption money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Company) in trust 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;


 


6

















 


(3)           Securities as to which Defeasance has
been effected pursuant to Section 1202; and


 


(4)           Securities that have been paid
pursuant to Section 306 or in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to this Indenture,
other than any such Securities in respect of which there shall have been
presented to the Trustee 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 that would be due and payable as
of such date upon acceleration of the Maturity thereof to such date pursuant to
Section 502, (B) if, as of such date, the principal amount payable at
the Stated Maturity of a Security is not determinable, the principal amount of
such Security that shall be deemed to be Outstanding shall be the amount as
specified or determined as contemplated by Section 301, (C) the
principal amount of a Security denominated in one or more foreign currencies or
currency units which shall be deemed to be Outstanding shall be the U.S.  dollar equivalent, determined as of such date
in the manner provided as contemplated by Section 301, of the principal
amount of such Security (or, in the case of a Security described in Clause (A) or
(B) above, of the amount determined as provided in such Clause), and (D) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent, waiver or other action, only Securities that a Responsible Officer of
the Trustee actually knows to be so owned shall be so disregarded.  Securities so owned that have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor.


 


“Paying Agent” means any
Person authorized by the Company to pay the principal of or any premium or
interest on any Securities on behalf of the Company.  The Company initially authorizes and appoints
the Trustee as the Paying Agent for the Securities.


 


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


 


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


 


“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, 


 


7

















 


for the
purposes of this definition, any Security authenticated and delivered under Section 306
in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Security.


 


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


 


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


 


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


 


“Responsible Officer”,
when used with respect to the Trustee, means any vice president, any 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 and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter
is referred because of his knowledge of and familiarity with the particular
subject and who shall have responsibility for the administration of this
Indenture.


 


“Restricted Subsidiary”
mean any Subsidiary of the Company other than an Unrestricted Subsidiary.


 


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


 


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


 


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


 


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


 


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


 


“Subsidiary” means with
respect to any specified Person:


 


(1)           any corporation, association or other
business entity of which more than 50% of the total voting power of shares of
Capital Stock entitled (without regard to the occurrence of any contingency and
after giving effect to any voting agreement or stockholders’ agreement that
effectively transfers voting power) to vote in the election of directors,
managers or trustees of the corporation, association or other business entity
is 


 


8

















 


at the time owned or controlled, directly or indirectly, by that Person
or one or more of the other Subsidiaries of that Person (or a combination
thereof); and


 


(2)           any partnership (A) the sole
general partner or the managing general partner of which is such Person or a
Subsidiary of such Person or (B) the only general partners of which are
that Person or one or more Subsidiaries of that Person (or any combination
thereof).


 


“Trust Indenture Act” or “TIA”
means the United States Trust Indenture Act of 1939 as in force at the date as
of which this instrument was executed; provided, however, that in the event the
Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act”
means, to the extent required by any such amendment, the Trust Indenture Act of
1939 as so amended.


 


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


 


“Unrestricted Subsidiary”
means


 


(a) any Subsidiary
of the Company that is designated in one or more indentures supplemental hereto
as an Unrestricted Subsidiary and in any case so long as the respective
Unrestricted Subsidiary is not thereafter redesignated as a Restricted
Subsidiary; and


 


(b) any Subsidiary
of an Unrestricted Subsidiary.


 


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


 


“Voting Stock” of any
Person as of any date means the Capital Stock of such Person that is at the
time entitled to vote in the election of the Board of Directors of such Person.


 


“Wholly Owned Restricted
Subsidiary” means, at anytime, a Restricted Subsidiary all the Voting Stock of
which (except directors’ qualifying shares) is at such time owned, directly or
indirectly, by the Company and its other Wholly Owned Restricted Subsidiaries.


 


SECTION 102.       Compliance
Certificates and Opinions.


 


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


 


9

















 


Every certificate or
opinion (other than (i) certificates provided for in Section 1004 and
(ii) a certificate provided pursuant to Section 314(a)(4) of the
Trust Indenture Act), with respect to compliance with a condition or covenant
provided for in this Indenture shall comply with the provisions of Section 314(e) of
the Trust Indenture Act and must include:


 


(1)           a statement the Person signing such certificate or
opinion has read such covenant or condition;


 


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


 


(3)           a statement that, in the opinion of such Person, he or
she has made or caused to be made such examination or investigation as is
necessary to enable him or her to express an informed opinion as to whether or
not such covenant or condition has been satisfied; and


 


(4)           a statement as to whether, in the opinion of such
Person, such condition or covenant has been satisfied.


 


SECTION 103.       Form of
Documents Delivered to Trustee.


 


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


 


Any certificate or
opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon 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 such officer’s 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.  In addition, to the extent that an Opinion of
Counsel relates to any tax matter, such Opinion of Counsel may be in such form
and may contain such analyses, disclosures, evaluations, information, limitations,
qualifications and other statements as are or may be necessary in order for
such Opinion of Counsel to comply with the provisions of Treasury Regulations
§ 10.35 and any similar state, local or foreign law or regulation
applicable to such Opinion of Counsel (collectively, “Circular 230”) and to
constitute a “limited scope opinion” (as that term is defined in Circular 230)
with respect to the tax matters that such Opinion of Counsel is required by
this Indenture to address.


 


10
















 


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


 


SECTION 104.       Acts of Holders; Record Dates.


 


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


 


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


 


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


 


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


 


The Company may set any day as a record date for the
purpose of determining the Holders of Outstanding Securities of any series
entitled to give, make or take any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by this Indenture
to be given, made or taken by Holders of Securities of such series, provided,
that the Company may not set a record date for, and the provisions of this
paragraph shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph.  If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities of the relevant series on such
record date, and no other Holders, shall be entitled to take the relevant
action, whether or not such Holders remain Holders after such record date;
provided, that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date (as defined below) 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 


 


11

















 


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


 


The Trustee may set any day as a record date for the
purpose of determining the Holders of Outstanding Securities of any series
entitled to join in the giving or making of (i) any Notice of Default, (ii) any
declaration of acceleration referred to in Section 502, (iii) any
request to institute proceedings referred to in Section 508(2) or (iv) any
direction referred to in Section 513, in each case with respect to
Securities of such series.  If any record
date is set pursuant to this paragraph, the Holders of Outstanding Securities
of such series on such record date, and no other Holders, shall be entitled to
join in such notice, declaration, request or direction, whether or not such
Holders remain Holders after such record date; provided, that no such action
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. 
Nothing in this paragraph shall be construed to prevent the Trustee from
setting a new record date for any action for which a record date has previously
been set pursuant to this paragraph (whereupon the record date previously set
shall automatically and with no action by any Person be cancelled and of no
effect), and nothing in this paragraph shall be construed to render ineffective
any action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken.  Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 106.


 


With respect to any record date set pursuant to this
Section, the party hereto that sets such record date 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 106, on or prior to the existing
Expiration Date.  If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto that 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.


 


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.


 


12

















 


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


 


Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,


 


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


 


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


 


SECTION 106.       Notice
to Holders; Waiver.


 


Except as otherwise expressly provided herein, where
this Indenture provides for notice of any event to Holders of Securities, such
notice shall be sufficiently given to Holders of Securities if in writing and
mailed, first-class postage prepaid, to each Holder of a Security affected by
such event, at the address of such Holder as it appears in the Security
Register, not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice.


 


In 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 of Securities by mail, then such notification as shall be
made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder. 
In any case where notice to Holders of Securities is given by mail,
neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Security shall affect the sufficiency of
such notice with respect to other Holders.


 


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


 


SECTION 107.       Conflict
with Trust Indenture Act.


 


This Indenture shall incorporate and be governed by
the provisions of the Trust Indenture Act that are required to be part of and
to govern indentures qualified under the Trust Indenture Act.  If any provision hereof limits, qualifies or
conflicts with a provision of the Trust Indenture Act that is required under
such Act to be a part of and govern this Indenture, the latter provision shall
control.  If any provision of this
Indenture modifies or excludes any provision of the Trust 


 


13

















 


Indenture Act that may be so modified or excluded, the
latter provision shall be deemed to apply to this Indenture as so modified or
to be excluded, as the case may be.


 


SECTION 108.       Effect
of Headings and Table of Contents.


 


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


 


SECTION 109.       Successors
and Assigns.


 


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


 


SECTION 110.       Separability
Clause.


 


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


 


SECTION 111.       Benefits
of Indenture.


 


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


 


SECTION 112.       Governing
Law.


 


THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN
AND BE USED TO CONSTRUE THIS INDENTURE AND THE SECURITIES WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


SECTION 113.       Legal
Holidays.


 


In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security shall not be a Business Day
at any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities (other than a provision of any Security 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 Stated Maturity, and no
additional interest shall accrue as the result of such delayed payment.


 


14

















 


SECTION 114.       Language
of Notices, Etc.


 


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


 


SECTION 115.       Rules by
Trustee and Agents.


 


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


 


SECTION 116.       No
Adverse Interpretation of Other Agreements.


 


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


 


SECTION 117.       Counterparts.


 


The parties may sign any number of copies of this
Indenture.  Each signed copy will be an
original, but all of them together represent the same agreement.


 


ARTICLE TWO



SECURITY FORMS


 


SECTION 201.       Forms
Generally.


 


Except as otherwise contemplated by Section 301
with respect to any series of Securities, the Securities of each series shall
be in substantially the forms set forth in Exhibits A and A1 or in such other
form (including temporary or permanent global form) as shall be established by
or pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with applicable tax
laws or the rules of any securities exchange or automated quotation system
on which the Securities of such series may be listed or traded or Depositary
therefor or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution thereof.  If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities (or any such temporary global
Security).


 


The definitive Securities of each series shall be
typewritten, printed, lithographed or engraved or produced by any combination
of these methods, if required by any securities exchange or automated quotation
system on which the Securities of such series may be listed or 


 


15

















 


traded, on steel engraved borders or may be produced
in any other manner permitted by the rules of any securities exchange or
automated quotation system on which the Securities of such series may be listed
or traded, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.


 


SECTION 202.       Form of
Legend for Global Securities.


 


Unless otherwise specified as contemplated by Section 301
for the Securities evidenced thereby, every Global Security authenticated and
delivered hereunder shall bear a legend in substantially the following form:


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE THEREOF.  THIS
SECURITY MAY NOT BE 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 SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


SECTION 203.       Form of
Trustee’s Certificate of Authentication.


 


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


 


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


 


	
   

  	
   

  
	
   

  	
  As Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized
  Signatory

  
	
   

  	
   

  
	
   

  	
  Dated:

  	
   

  
				



 


SECTION 204.       Securities
in Global Form.


 


If Securities of or within a series are issuable in
global form, as specified as contemplated by Section 301, then,
notwithstanding clause (28) of Section 301 and the provisions of Section 302,
any such Security shall represent such of the Outstanding Securities of such
series as shall be specified therein and may provide that it shall represent
the aggregate amount of Outstanding Securities from time to time endorsed
thereon and that the aggregate amount of Outstanding Securities represented
thereby may from time to time be reduced to reflect exchanges.  Any endorsement of a Security in global form
to reflect the amount, or any increase or decrease in the amount, of
Outstanding Securities represented thereby shall be made by the Trustee in such
manner and upon instructions given by such Person or Persons as shall be
specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 303 or Section 304.  Subject to the provisions of Section 303
and, if applicable, Section 304, the Trustee shall deliver 


 


16

















 


and redeliver any Security in permanent global form in
the manner and upon instructions given by the Person or Persons specified
therein or in the applicable Company Order. 
If a Company Order pursuant to Section 303 or Section 304 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement or delivery or redelivery of a Security in global form
shall be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel.


 


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


 


Notwithstanding the provisions of Section 201 and
307, unless otherwise specified as contemplated by Section 301, payment of
principal of and any premium and interest on any Security in permanent global
form shall be made to the Person or Persons specified therein.


 


ARTICLE THREE


 


THE SECURITIES


 


SECTION 301.       Amount
Unlimited; Issuable in Series.


 


The aggregate principal amount of Securities which may
be authenticated and delivered under this Indenture is unlimited.


 


The Securities may be issued in one or more series, in
each case with the same or various Maturities, at par or at a discount.  At or prior to the issuance of Securities of
any series, the following shall be established in or pursuant to a Board
Resolution, an Officer’s Certificate or one or more indentures supplemental
hereto:


 


(1)           the title of the
Securities of the series (including CUSIP Numbers which shall distinguish the
Securities of the series from Securities of any other series) and the price or
prices at which the Company will sell the Securities;


 


(2)           any limit upon the
aggregate principal amount of the Securities of the series which may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 304,
305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303,
are deemed never to have been authenticated and delivered hereunder); provided,
however, that the authorized aggregate principal amount of such series may be
increased above such amount by a Board Resolution to such effect;


 


17

















 


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


 


(4)           the rate or rates at
which the Securities of the series shall bear interest, if any, or the method
by which such rate or rates shall be determined, the date or dates from which
such interest shall accrue, or the method by which such date or dates shall be
determined, the Interest Payment Dates on which such interest shall be payable
and the Regular Record Date, if any, for the interest payable on any Interest
Payment Date, or the method by which such date or dates shall be determined,
the right, if any, to extend or defer interest payments and the duration of
such extension or deferral;


 


(5)           the place or places
where the principal of and any premium and interest on any Securities of the
series shall be payable, the place or places where the Securities of such
series may be presented for registration of transfer or exchange, or
surrendered for conversion or exchange, as applicable, and the place or places
where notices and demands to or upon the Company in respect of the Securities
of such series may be made;


 


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


 


(7)           if applicable, the
Person or Persons to whom interest on any Securities of the series shall be
payable, if other than the Person in whose name the security is registered on
the record date for such interest, and the extent to which, or the manner in
which, any interest payable on a temporary Global Security will be paid if
other than the manner provided in this Indenture;


 


(8)           the obligation or
the right, if any, of the Company to redeem or purchase any Securities of the
series pursuant to any sinking fund, amortization or analogous provisions or at
the option of the 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 any Securities
of the series shall be redeemed or purchased, in whole or in part, pursuant to
such obligation;


 


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


 


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


 


18

















 


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


 


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


 


(13)         the percentage of the
principal amount at which such Securities will be issued and, if other than the
principal amount thereof, the portion of the principal amount of Securities of
the series that shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 502 or the method by which such
portion shall be determined;


 


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


 


(15)         if applicable, that
the Securities of the series, in whole or any specified part, shall not be
defeasible or shall be defeasible in a manner varying from Section 1202
and Section 1203;


 


(16)         whether the
Securities of the series, or any portion thereof, shall initially be issuable
in the form of a temporary Global Security representing all or such portion of
the Securities of such series and provisions for the exchange of such temporary
Global Security for definitive Securities of such series;


 


(17)         if applicable, that
any Securities of the series, or any portion thereof, shall be issuable in
whole or in part in the form of one or more Global Securities and, in such
case, the respective Depositaries for such Global Securities, the form of any
legend or legends which shall be borne by any such Global Security in addition
to or in lieu of that set forth in Section 202 and any 


 


19

















 


circumstances in
addition to or in lieu of those set forth in Clause (2) of the last
paragraph of Section 305 in which any such Global Security may be
exchanged in whole or in part for Securities registered, and any transfer of
such Global Security in whole or in part may be registered, in the name or
names of Persons other than the Depositary for such Global Security or a nominee
thereof;


 


(18)         any addition or
change in the form of the Securities of any series set forth in Exhibits A and
A1 hereto or to the form of certificate set forth in Exhibit C1 hereto;


 


(19)         any addition or
change in the provisions related to transfer and exchange set forth in Section 305
which applies to Securities of the series;


 


(20)         any addition or
change in the provisions set forth in Article Eight which applies to
Securities of the series;


 


(21)         any addition or
change in the provisions related to satisfaction and discharge set forth in Article Four
which applies to the supplemental indenture for Securities of the series;


 


(22)         any addition to or
change in the Events of Default which applies to any Securities of the series
and any change in the right of the Trustee or the requisite Holders of such
Securities to declare the principal amount thereof due and payable pursuant to Section 502
and any addition or change in the provisions set forth in Article Five
which applies to Securities of the series;


 


(23)         any covenants which
provide for the designation of Restricted and Unrestricted Subsidiaries of the
Company


 


(24)         any covenants which
place a limitation on asset sales of the Company or its Subsidiaries;


 


(25)         any addition to or
change in the covenants set forth in Article Ten which applies to the
Company or to the Securities of the series (including, but not limited to,
covenants related to placing limitations on: debt, restricted payments, liens,
distributions from Restricted Subsidiaries and transactions with Affiliates);


 


(26)         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;


 


(27)         the appointment of
any Paying Agent or Agents for the Securities of such series, if other than the
Trustee;


 


(28)         the terms of any
right to convert or exchange Securities of such series into any other
securities or property of the Company, including 


 


20

















 


common stock,
preferred stock or other debt securities, 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;


 


(29)         any restriction or
condition on the transferability of the Securities of such series;


 


(30)         any addition or
change in the provisions related to the Trustee set forth in Article Six which
applies to Securities of such series;


 


(31)         any addition or
change in the provisions related to supplemental indentures set forth in
Sections 901 and 902 which applies to Securities of such series;


 


(32)         provisions, if any,
granting special rights to Holders upon the occurrence of specified events;


 


(33)         any addition or
change to any of the definitions set forth in Section 101 which applies to
Securities of such series;


 


(34)         the ability to issue
additional Securities in the same series without the consent of any Holders of
such series Outstanding at the time of issuance;


 


(35)         if applicable, that
the Securities of the series, or any portion thereof, shall be guaranteed by
certain of the Company’s subsidiaries; and


 


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


 


All Securities of any one series shall be
substantially identical except as to denomination and except as may otherwise be
provided herein or in or pursuant to the Board Resolution referred to above and
(subject to Section 303) set forth, or determined in the manner provided,
in the Officer’s Certificate referred to above or in any such indenture
supplemental hereto.


 


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


 


SECTION 302.       Denominations.


 


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


 


21
















 


SECTION 303.       Execution,
Authentication, Delivery and Dating.


 


The Securities shall be executed on behalf of the
Company by its Chairman of the Board, its Vice Chairman of the Board, its
President or any one of its Vice Presidents. 
The signature of any of these officers on the Securities may be manual
or facsimile.


 


Securities bearing the manual or facsimile signature
of an individual who was at any time the Company’s Chairman of the Board, its
Vice Chairman of the Board, its President or any one of its Vice Presidents
shall bind the Company, notwithstanding that such individual has ceased to hold
such office prior to the authentication and delivery of such Securities or did
not hold such office at the date of such Securities.


 


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


 


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


 


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


 


Each Security shall be dated the date of its
authentication.


 


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


 


22

















 


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.


 


SECTION 304.       Temporary
Securities.


 


Pending the preparation of definitive Securities of
any series, the Company may execute, and upon receipt of a 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 of such series in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities.


 


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


 


Until so exchanged in full as hereinafter provided,
the Holders of temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as Holders of definitive
Securities of the same series and of like tenor authenticated and delivered
hereunder.


 


SECTION 305.       Registration,
Registration of Transfer and Exchange.


 


Except as otherwise contemplated by Section 301
with respect to any series of Securities, the Company shall cause to be kept at
the Corporate Trust Office of the Trustee a register (the register maintained
in such office and in any other office or agency of the Company in a Place of
Payment being herein 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 of
transfers of Securities.  The Trustee is
hereby appointed “Security Registrar” for the purpose of registering Securities
and transfers of Securities as herein provided. 
If any indenture supplemental hereto refers to any transfer agents (in
addition to the Security Registrar) initially designated by the Company with
respect to any series of Securities, the Company may at any time rescind the
designation of any such transfer agent or approve a change in the location
through which any such transfer agent acts, provided that the Company maintains
a transfer agent in each Place of Payment for such series.  The Company may at any time designate
additional transfer agents with respect to any series of Securities.


 


Upon surrender for registration of transfer of any
Security of a series at the office or agency of the Company in a Place of
Payment for that series, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or transferees,
one 


 


23

















 


or more new Securities of the same series, of any
authorized denominations and of like tenor and aggregate principal amount.


 


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


 


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


 


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


 


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


 


Neither the Trustee nor the Company shall be required,
pursuant to the provisions of this Section 305, (A) to issue,
register the transfer of or exchange any Securities of any series (or of any
series and specified tenor, as the case may be) during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of any such Securities selected for redemption under Section 1103
and ending at the close of business on the day of such mailing, or (B) to
register the transfer of or exchange any Security so selected for redemption,
in whole or in part, except, in the case of any Security to be redeemed in
part, any portion not to be redeemed.


 


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 Depositary designated for
such Global Security or a nominee thereof and delivered to such Depositary or a
nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.


 


(2)           Notwithstanding any other provision in
this Indenture, no Global Security may be exchanged in whole or in part for
Securities registered, and no transfer of a Global Security in whole or in part
may be registered, in the name of any Person other than the Depositary for such
Global Security or a nominee thereof unless (A) such Depositary (i) has
notified the Company that it is unwilling or unable to continue as Depositary
for such Global Security or (ii) has 


 


24

















 


ceased to be a
clearing agency registered under the Exchange Act at a time when the Depositary
is required to be so registered to act as depositary, in each case, unless the
Company has approved a successor Depositary within 90 days, (B) the
Company in its sole discretion determines that such Global Security will be so
exchangeable or transferable and executes and delivers to the Trustee a Company
Order that such Global Security shall be so exchangeable or transferable, (C) there
shall have occurred and be continuing an Event of Default with respect to the
Securities represented by such Global Security, or (D) there shall exist
such circumstances, if any, in addition to or in lieu of the foregoing as have
been specified for this purpose as contemplated by Section 301.


 


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


 


(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 305,
Section 304, 306, 906 or 1107 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 Depositary for such Global
Security or a nominee thereof.


 


SECTION 306.       Mutilated,
Destroyed, Lost and Stolen Securities.


 


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 execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and of like tenor and principal amount and bearing
a number not contemporaneously outstanding and shall cancel and destroy such
mutilated Security.


 


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


 


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


 


Upon the issuance of any new Security under this Section 306,
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 counsel to 


 


25

















 


the Company and the fees and expenses of the Trustee,
its agents and counsel) connected therewith.


 


Every new Security of any series issued pursuant to
this Section 306 in lieu of any destroyed, lost or stolen Security shall
constitute an original additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that
series duly issued hereunder.


 


The provisions of this Section 306 are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities.


 


SECTION 307.       Payment
of Interest; Interest Rights Preserved.


 


Except as otherwise contemplated by Section 301
with respect to any series of Securities, interest on any Security of any
series 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.


 


Any Paying Agents will be identified in a supplemental
indenture hereto.  The Company may at any
time designate additional Paying Agents or rescind the designation of any
Paying Agent; however, the Company at all times will be required to maintain a
Paying Agent in each Place of Payment for each series of Securities.


 


Unless otherwise contemplated by Section 301 with
respect to any series of Securities, any interest on any Security of any series
which is payable, but is not timely paid or duly provided for, on any Interest
Payment Date for Securities of such series (herein called “Defaulted Interest”),
shall forthwith cease to be payable to the registered Holder on the relevant
Regular Record Date by virtue of having been such Holder, and such Defaulted
Interest plus, to the extent lawful, interest payable on defaulted interest,
shall be paid by the Company, as provided in Clause (1) or (2) below
(at the Company’s election):


 


(1)           The Company may elect to make payment of
any Defaulted Interest to the Persons in whose names the Securities of such
series in respect of which interest is in default (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner.  The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to
be paid on each Security of such series and the date of the proposed payment, and
at the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as provided in this Clause (1). 
Thereupon the Trustee shall fix 


 


26

















 


a Special Record
Date for the payment of such Defaulted Interest which shall be not more than 15
days and not less than 5 days prior to the date of the proposed payment and not
less than 5 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 given to each
Holder of Securities of such series in the manner set forth in Section 106,
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 their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following Clause (2).


 


(2)           The Company may make payment of any
Defaulted Interest on the Securities of any series in any other lawful manner
not inconsistent with the requirements of any securities exchange or automated
quotation system on which such Securities may be listed or traded, and upon
such notice as may be required by such exchange or automated quotation system,
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 307,
each Security delivered under this Indenture upon registration of transfer of
or in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.


 


SECTION 308.       Persons
Deemed Owners.


 


Except as otherwise contemplated by Section 301
with respect to any series of Securities, the Company, the Trustee and any
Agent shall deem and treat the Person in whose name any Security shall be
registered upon the Security Register for such series as the absolute owner of
such Security for the purpose of receiving payment of or on account of the
principal of and, subject to the provisions of this Indenture, interest on such
Security and for all other purposes.


 


SECTION 309.       Cancellation.


 


Except as otherwise contemplated by Section 301
with respect to any series of Securities, all Securities surrendered for
payment, redemption, registration of transfer or exchange or for credit against
any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly canceled by it.  The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the
Company has not issued and sold, and all Securities so delivered shall be
promptly canceled by the Trustee.  No
Securities shall be 


 


27

















 


authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section 309, except as expressly
permitted by this Indenture.  All
canceled Securities held by the Trustee shall be disposed of by the Trustee in
its customary manner.  The Trustee shall
return cancelled Securities to the Company upon its request therefor.


 


SECTION 310.       Computation
of Interest.


 


Except as otherwise specified as contemplated by Section 301
for Securities of any series, interest on the Securities of each series shall
be computed on the basis of a 360-day year of twelve 30-day months and interest
on the Securities of each series for any partial period shall be computed on
the basis of a 360-day year of twelve 30-day months and the number of days
elapsed in any partial month.


 


SECTION 311.       CUSIP
Numbers.


 


The Company in issuing the Securities may use “CUSIP”
numbers (if then generally in use), and, (except as otherwise contemplated by Section 301)
with respect to any series of Securities, if so, the Trustee shall use such “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 notify the Trustee of any
change in “CUSIP” numbers.


 


ARTICLE FOUR


 


SATISFACTION AND DISCHARGE


 


SECTION 401.       Satisfaction
and Discharge of Indenture.


 


Except as otherwise contemplated by Section 301
with respect to any series of Securities, this Indenture shall upon Company
Request cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of Securities herein expressly provided
for, and any right to receive additional amounts, as otherwise provided in this
Section 401), and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when


 


(1)           either


 


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


 


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


 


(i)      have become due and
payable, or


 


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


 


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


 


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


 


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


 


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


 


Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 607,
the obligations of the Trustee or the Company to any Authenticating Agent under
Section 613 and, if money shall have been deposited with the Trustee
pursuant to subclause (B) of Clause (1) of this Section, the
obligations of the Trustee under Section 402 and the last paragraph of Section 1003
shall survive such satisfaction and discharge. 
Each supplemental indenture with respect to any series of Securities may
provide terms for satisfaction and discharge of such supplemental indenture and
such terms shall control as to such supplemental indenture.


 


SECTION 402.       Application
of Trust Money.


 


Except as otherwise contemplated by Section 301
with respect to any series of Securities, subject to the provisions of the last
paragraph of Section 1003, all money deposited with the Trustee pursuant
to Section 401 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
its own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal and any premium and interest for whose payment such
money has been deposited with the Trustee.


 


29
















 


ARTICLE FIVE


 


REMEDIES


 


SECTION 501.                    Events of
Default.


 


Except as otherwise contemplated by Section 301
with respect to any series of Securities, “Event of Default,” wherever used
herein with respect to the Securities of any series, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body):


 


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


 


(2)                                  default in the payment of the principal of or any premium
on any Security of that series at its Maturity; or


 


(3)                                  default in the performance, or breach, in any material
respect, of any covenant or warranty of the Company in this Indenture with
respect to a Security of that series (other than a covenant or warranty a
default in the performance of which or the breach of which is specifically
covered elsewhere in this Section 501 or which has expressly been included
in this Indenture solely for the benefit of series of Securities other than
that series), and continuance of such default or breach for a period of 90 days
after there has been given, by registered or certified mail, to the Company by
the Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities of that series a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a “Notice of Default” under this Indenture; or


 


(4)                                  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 a 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 custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or of any substantial
part of its property, or ordering the winding up or liquidation of its affairs,
and the continuance of any such decree or order for relief or any such other
decree or order unstayed and in effect for a period of 90 consecutive days; or


 


30

















 


(5)                                  the commencement by the Company of a voluntary case or
proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, or the consent by it to the entry of a
decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under any applicable federal
or state law, or the consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or of
any substantial part of its property, or the making by it of an assignment of a
substantial part of its property for the benefit of creditors, or the admission
by it in writing of its inability to pay its debts generally as they become
due, or the taking of corporate action by the Company in furtherance of any
such action; or


 


(6)                                  any other Event of Default provided with respect to
Securities of that series established as provided in Section 301.


 


Provided, however, that no event described in Clause
(4), (5), or (6) above shall constitute an Event of Default hereunder
until a Responsible Officer assigned to and working in the Trustee’s corporate
trust department has actual knowledge thereof or until a written notice of any
such event is received by the Trustee at the Corporate Trust Office, and such
notice refers to the facts underlying such event, the Securities generally, the
Company and the Indenture.


 


SECTION 502.                    Acceleration
of Maturity; Rescission and Annulment.


 


Except as otherwise contemplated by Section 301 with
respect to any series of Securities, if an Event of Default (other than an
Event of Default specified in Section 501(4) or 501(5)) with respect
to Securities of any series at the time Outstanding occurs and is continuing,
then in every such case the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities of that series may declare the
principal amount of all the Securities of that series (or, if any Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified by the terms thereof)
to be due and payable immediately, by a notice in writing to the Company (and
to the Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) shall become immediately due and payable.  If an Event of Default specified in Section 501(4) or
501(5) occurs and is continuing, then in every such case, the principal
amount of all of the Securities of that series then Outstanding shall
automatically, and without any declaration or any other action on the part of
the Trustee or any Holder, become due and payable immediately.


 


Except as otherwise contemplated by Section 301
with respect to any series of Securities, 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 provided in this Article Five, the Event of
Default giving rise to such declaration of acceleration shall, without further
act, be deemed to have been waived, and such 


 


31

















 


declaration and its consequences shall, without
further act, be deemed to have been rescinded and annulled, if:


 


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


 


(A)                              all overdue installments of 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 any interest thereon at the rate or rates
prescribed therefor in such Securities,


 


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


 


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


 


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


 


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


 


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


 


Except as otherwise contemplated by Section 301
with respect to any series of Securities, the Company covenants that if


 


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


 


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


 


the Company will, upon demand of the Trustee, pay to
the Trustee, for the benefit of the Holders of such Securities, the whole
amount then due and payable on such Securities for principal and any premium
and interest and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal and premium and on any overdue
interest, at the rate or rates prescribed therefor in such Securities, and, in
addition thereto, all amounts owing the 


 


32

















 


Trustee, its agents and counsel
under Section 607, as supplemented by any supplemental indenture.


 


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 reasonably necessary to protect and enforce any such rights, whether for
the specific enforcement of any covenant or agreement in this Indenture or in
aid of the exercise of any power granted herein, or to enforce any other proper
remedy.


 


SECTION 504.                    Other
Remedies.


 


If an Event of Default occurs and is continuing, the
Trustee may pursue any available remedy by proceeding at law or in equity to
collect the payment of principal of, or premium, if any, and interest on the
Securities or to enforce the performance of any provision of this Indenture and
may take any necessary action requested of it as Trustee to settle, compromise,
adjust or otherwise conclude any proceedings to which it is a party.


 


The Trustee may maintain a proceeding even if it does
not possess any of the Securities or does not produce any of them in the
proceeding.  Any such proceeding
instituted by the Trustee may be brought in its own name and as trustee of an
express trust, and any recovery of judgment shall, after provisions for the payment
of the reasonable compensation, expenses, disbursements of the Trustee and its
counsel, be for the ratable benefit of the Holders in respect of which such
judgment has been recovered.  A delay or
omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default.  No remedy is exclusive of any other
remedy.  All available remedies are
cumulative, to the extent permitted by law. 
Any costs associated with actions taken by the Trustee under this Section 504
shall be reimbursed to the Trustee by the Company.


 


SECTION 505.                    Trustee May File
Proofs of Claim.


 


Except as otherwise contemplated by Section 301
with respect to any series of Securities, in case of any judicial proceeding
relative to the Company (or any other obligor upon the Securities), its
property or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders
and the Trustee allowed in any such proceeding. 
In particular, the Trustee shall be authorized to collect and receive
any moneys or other property payable or deliverable on any such claims and to
distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.


 


33

















 


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


 


SECTION 506.                    Trustee May Enforce
Claims Without Possession of Securities.


 


Except as otherwise contemplated by Section 301
with respect to any series of Securities, all rights of action and claims under
this Indenture or the Securities may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or the production thereof in
any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.


 


SECTION 507.                    Application
of Money Collected.


 


Except as otherwise contemplated by Section 301
with respect to any series of Securities, any money or property collected or to
be applied by the Trustee with respect to a series of Securities pursuant to
this Article Five 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 or
property on account of principal or any premium or interest, upon presentation
of the Securities and the notation thereon of the payment if only partially
paid and upon surrender thereof if fully paid:


 


FIRST: To the payment of all amounts due the Trustee
under Section 607 as supplemented by any supplemental indenture;


 


SECOND: To the payment of the amounts then due and
unpaid for principal of and any premium and interest on such series of 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 series of Securities for principal and any premium and
interest, respectively; and


 


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


 


SECTION 508.                    Limitation
on Suits.


 


Except as otherwise contemplated by Section 301
with respect to any series of Securities, no Holder of any Security of any
series shall have any right to pursue any remedy hereunder, unless


 


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


 


34

















 


(2)                                  the Holders of not less than 25% in principal amount
of the Outstanding Securities of that series shall have made written request to
the Trustee to pursue the remedy;


 


(3)                                  such Holder or Holders have offered and, if requested,
provide to the Trustee security or indemnity satisfactory to the Trustee
against any loss, liability or expense;


 


(4)                                  the Trustee does not comply with the request within 60
days after receipt of the request and the offer and, if requested, the
provision of security or indemnity; and


 


(5)                                  during such 60-day period the Holders of a majority in
aggregate principal amount of the Outstanding Securities of that series do not
give the Trustee a direction inconsistent with the request;


 


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 itself of, any provision of this Indenture to prejudice the rights of
any other Holders of Securities, 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.


 


SECTION 509.                    Unconditional
Right of Holders to Receive Principal, Premium and Interest.


 


Notwithstanding any other provision in this Indenture
(except as otherwise contemplated by Section 301 with respect to any
series of Securities), the Holder of any Security shall have the right, which
is absolute and unconditional, to receive payment of the principal of and any
premium and (subject to Section 307) interest on such Security on the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent
of such Holder.


 


SECTION 510.                    Restoration
of Rights and Remedies.


 


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


 


SECTION 511.                    Rights and
Remedies Cumulative.


 


Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities in
the last paragraph of Section 306, no right or remedy herein conferred
upon or reserved to the Trustee or to the Holders is intended to be exclusive
of any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter 


 


35

















 


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 512.                    Delay or
Omission Not Waiver.


 


Except as otherwise contemplated by Section 301
with respect to any series of Securities, 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.  Every right and remedy given by this Article Five
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 513.                    Control by Holders.


 


Except as otherwise contemplated by Section 301
with respect to any series of Securities, the Holders of a majority in
principal amount of the Outstanding Securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, with respect to the Securities of such series, provided that


 


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


 


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


 


SECTION 514.                    Waiver of
Past Defaults.


 


Except as otherwise contemplated by Section 301
with respect to any series of Securities, the Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series waive any past
default hereunder with respect to such series and its consequences, except a
default


 


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


 


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


 


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


 


36

















 


SECTION 515.                    Undertaking
for Costs.


 


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


 


SECTION 516.                    Priorities.


 


If the Trustee collects any money pursuant to this Article Five,
it shall pay out the money in the following order:


 


FIRST: to the Trustee for amounts due under Section 607;


 


SECOND: to Holders for amounts due and unpaid on the
Securities for principal, premium, if any, and interest as to each, ratably,
without preference or priority of any kind, according to the amounts due and
payable on the Securities; and


 


THIRD: to the Company.


 


The Trustee may fix a record date and payment date for
any payment to Holders pursuant to this Section 516.


 


SECTION 517.                    Waiver of
Usury, Stay or Extension Laws.


 


Except as otherwise contemplated by Section 301
with respect to any series of Securities, 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
usury, stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Indenture; and
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 SIX


 


THE TRUSTEE


 


SECTION 601.                    Certain
Duties and Responsibilities.


 


The duties and responsibilities of the Trustee shall
be as provided by the Trust Indenture Act.


 


37

















 


SECTION 602.                    Duties of
Trustee.


 


In furtherance of and subject to Section 601:


 


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


 


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


 


(A)                              the Trustee need perform only those
duties that are specifically set forth in this Indenture; and


 


(B)                                in the absence of bad faith or willful
misconduct on its part, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture. However, in the case of certificates or
opinions specifically required by any provision hereof to be furnished to it,
the Trustee shall be under a duty to examine the certificates and opinions to
determine whether or not they conform on their face to the requirements of this
Indenture (but need not confirm or investigate the accuracy of mathematical
calculations or other facts stated therein). 
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,
conclusively rely upon an Officer’s Certificate, subject to the requirement in
the preceding sentence, if applicable.


 


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


 


(A)                              this paragraph does not limit the effect
of paragraph (2) of this Section 602;


 


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


 


(C)                                the Trustee shall not be liable with
respect to any action it takes or omits to take in good faith in accordance
with a direction received by it pursuant to Section 512 or 513 hereof, or
with respect to any 


 


38

















 


series of
Securities, provisions in the supplemental indenture for such series that
supersede Section 512 and 513 hereof.


 


(4)                                  Whether or not therein expressly so provided, every
provision of this Indenture or any other document executed by the Trustee in
connection with or related to any series of Securities that in any way relates
to the Trustee is subject to paragraphs (1), (2), (3), (5) and (6) of
this Section 602.


 


(5)                                  No provision of this Indenture or document executed by
the Trustee in connection with any series of Securities shall require the
Trustee to expend or risk its own funds or incur any liability in the
performance of any of its rights, powers or duties if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity
satisfactory to it against such risk or liability is not reasonably assured to
it.  The Trustee will be under no
obligation to exercise any of its rights and powers under this Indenture or
document executed by the Trustee in connection with or related to any series of
Securities at the request of any Holders, unless such Holder has offered to the
Trustee security and indemnity satisfactory to it against any loss, liability
or expense.


 


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


 


SECTION 603.                    Certain
Rights of Trustee.


 


(1)                                  The Trustee may conclusively rely upon any document
believed by it to be genuine and to have been signed or presented by the proper
Person. The Trustee need not investigate any fact or matter stated in the document.


 


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


 


(3)                                  The Trustee may act through its attorneys and agents
and shall not be responsible for the misconduct or negligence of any agent
appointed with due care.


 


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


 


39

















 


thereto; provided
that the Trustee’s conduct does not constitute willful misconduct, negligence
or bad faith.


 


(5)                                  Unless otherwise specifically provided in this
Indenture or any supplement thereto, any demand, request, direction or notice
from the Company shall be sufficient if signed by the Company’s Chairman of the
Board, its Vice Chairman of the Board, its President or one of its Vice
Presidents.


 


(6)                                  The Trustee will be under no obligation to exercise
any of the rights or powers vested in it by this Indenture or any supplement
thereto at the request or direction of any of the Holders unless such Holders
have offered to the Trustee security or indemnity satisfactory to the Trustee
against the costs, expenses and liabilities that might be incurred by it in
compliance with such request or direction.


 


(7)                                  The Trustee in its individual or any other capacity
may become the owner or pledgee of the Securities of any series and may
otherwise deal with the Company or any Affiliate of the Company with the same
rights it would have if it were not Trustee. However, in the event that the
Trustee acquires any conflicting interest it must eliminate such conflict
within 90 days, apply to the Commission for permission to continue as trustee
or resign. Any Agent may do the same with like rights and duties. The Trustee
is also subject to Sections 611 and 612 hereof.


 


(8)                                  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.


 


(9)                                  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.


 


(10)                            The rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and each agent, custodian and other Person
employed to act hereunder.


 


SECTION 604.                    Trustee’s
Disclaimer.


 


The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or any document
executed by the Trustee in connection with or related to any series of
Securities, it shall not be accountable for the Company’s use of the proceeds
from any series of Securities or any money paid to the Company pursuant to the
terms of this Indenture and it shall not be responsible for any statement in
any series of Securities or 


 


40

















 


this Indenture other than its
certificate of authentication, except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture and perform its
obligations hereunder and that the statements made by it in any Statement of
Eligibility and Qualification on Form T-1 to be supplied to the Company
will be true and accurate subject to the qualifications set forth therein.


 


SECTION 605.                    Notice of
Defaults.


 


Except as otherwise contemplated by Section 301
with respect to any series of Securities, if a Default or Event of Default
occurs and is continuing with respect to Securities of any series and if it is
known to the Trustee, the Trustee shall mail to Holders of such series a notice
of the Default or Event of Default within 90 days after it occurs. Except in
the case of a Default or Event of Default in payment of principal of, premium
or special interest, if any, or interest on Securities of any series, the
Trustee may withhold from Holders the notice if and so long as a committee of
its Responsible Officers in good faith determines that withholding notice is in
the best interests of the Holders of Securities of such series.


 


SECTION 606.                    Reports by
Trustee to Holders of the Securities of Any Series.


 


Except as otherwise contemplated by Section 301
with respect to any series of Securities:


 


(1)                                  within 60 days after each May 15 beginning with
the May 15 following the date of this Indenture, and for so long as the
Securities of any series remain Outstanding, the Trustee shall mail to the
Holders of such series a brief report dated as of such reporting date that
complies with TIA § 313(a) (but if no event described in TIA § 313(a) has
occurred within the twelve months preceding the reporting date, no report need
be transmitted). The Trustee also shall comply with TIA § 313(b)(2). The
Trustee shall also transmit by mail all reports as required by TIA § 313(c);
and


 


(2)                                  a copy of each report at the time of its mailing to
the Holders of Outstanding Securities of any series shall be mailed by the
Trustee to the Company and filed by the Trustee with the Commission and each
stock exchange, if any, on which the Securities of such series are listed in
accordance with TIA § 313(d). The Company shall promptly notify the Trustee
when Securities of any series are listed on any stock exchange.


 


SECTION 607.                    Compensation
and Reimbursement.


 


Except as otherwise contemplated by Section 301
with respect to any series of Securities, the Company agrees:


 


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


 


41
















 


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


 


(3)           to indemnify the Trustee for, and to hold
it harmless against, any loss, liability, claim, damage or expense incurred
without negligence, willful misconduct or bad faith on its part, arising out of
or in connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and reasonable expenses of defending itself
against any claim or liability in connection with the exercise or performance
of any of its powers or duties hereunder, except those determined to have been
caused by its own negligence, willful misconduct or bad faith;


 


(4)           the obligations of the Company under this
Section 607 will survive the satisfaction and discharge of this Indenture;


 


(5)           when the Trustee incurs expenses or
renders services after an Event of Default specified in Section 501 (6) or
(7) hereof occurs, the expenses and the compensation for its services
(including the fees and expenses of its agents and counsel) are intended to
constitute expenses of administration under any Bankruptcy Law;


 


(6)           the Trustee shall comply with the
provisions of Section 313(b)(2) of the Trust Indenture Act to the
extent applicable; and


 


(7)           the Company’s obligations under this Section 607
shall survive the resignation or removal of the Trustee, any termination of
this Indenture, including any termination or rejection of this Indenture in any
insolvency or similar proceeding and the repayment of all Securities of any
series.


 


SECTION 608.       Resignation and Removal; Appointment
of Successor.


 


No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article Six shall
become effective until the acceptance of appointment by the successor Trustee
in accordance with the applicable requirements of Section 609.


 


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. The Holders of a majority in aggregate principal amount of the then
Outstanding Securities of any series may remove the Trustee, as to that series,
by so notifying the Trustee and the Company in writing. The Company may remove
the Trustee with respect to all Securities if:


 


If at any time:


 


42

















 


(1)           the Trustee fails to comply with Section 611
hereof;


 


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


 


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


 


(4)           the Trustee becomes incapable of acting.


 


If the Trustee
shall resign, be removed or become incapable of acting, or if a vacancy shall
occur in the office of Trustee for any cause, with respect to the Securities of
one or more series, the Company, by a Board Resolution, shall promptly appoint
a successor Trustee or Trustees with respect to the Securities of that or those
series (it being understood that any such successor Trustee may be appointed
with respect to the Securities of one or more or all of such series and that at
any time there shall be only one Trustee with respect to the Securities of any
particular series). Within one year after the successor Trustee takes office,
the Holders of a majority in principal amount of the Outstanding Securities of
such series may appoint a successor Trustee to replace the successor Trustee
appointed by the Company.


 


If, within 60
days after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements
of this Indenture, 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 this Indenture, Holders of at least 10% in aggregate
principal amount of the Outstanding Securities of such series or the resigning
or removed Trustee may petition at the expense of the Company any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.


 


If the Trustee
with respect to the Securities of any series, after written request by any Holder
who has been a bona fide Holder of a Security of such series for at least six
months, fails to comply with Section 611 such Holder may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for removal of the Trustee and appointment of a successor Trustee
with respect to the Securities of such series.


 


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


 


43

















 


SECTION 609.       Acceptance of Appointment by
Successor.


 


In case of the
appointment hereunder of a successor Trustee with respect to all Securities,
any 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 (in form and substance satisfactory to the
retiring Trustee and the Company) transferring to such successor Trustee all
the rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.


 


In case of the
appointment hereunder of a successor Trustee with respect to the Securities of
one or more (but not all) series, the Company, the retiring Trustee and each
successor Trustee with respect to the Securities of one or more series shall
execute and deliver an indenture supplemental hereto (in form and substance
satisfactory to the retiring Trustee, the successor Trustee and the Company)
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 Trustee’s 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, provided all
sums owing to the Trustee hereunder have been paid. Notwithstanding replacement
of the Trustee, the Company’s obligations under Section 607 hereof, as
modified as to any series of Securities by any supplemental indenture, shall
continue for the benefit of the retiring Trustee.


 


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 


 


44

















 


such rights, powers and trusts
referred to in the first or second preceding paragraph, as the case may be.


 


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


 


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


 


Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, without any further
act.


 


SECTION 611.       Eligibility; Disqualification.


 


There shall at
all times be one (and only one) Trustee hereunder with respect to the
Securities of each series, which may be Trustee hereunder for Securities of one
or more other series. Each Trustee shall be a Person that is eligible pursuant
to the Trust Indenture Act to act as such and has a combined capital and
surplus of at least $100,000,000. If any such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this Section 611
and to the extent permitted by the TIA, the combined capital and surplus of
such Person shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
with respect to the Securities of any series shall cease to be eligible in
accordance with the provisions of this Section 611, it shall resign
immediately in the manner and with the effect hereinafter specified in this Article Six.


 


This Indenture
will always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and
(5). The Trustee is subject to TIA § 310(b).


 


SECTION 612.       Preferential Collection of Claims
Against Company.


 


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


 


SECTION 613.       Appointment of Authenticating Agent.


 


The Trustee
may appoint an Authenticating Agent or Agents with respect to one or more
series of Securities which shall be authorized to act on behalf of the Trustee
to authenticate Securities of such series issued upon original issue and upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 306, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and binding obligations
enforceable 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 


 


45

















 


executed on behalf of the
Trustee by an Authenticating Agent.  In
order to be eligible to serve as an Authenticating Agent under this Indenture,
each Authenticating Agent shall at all times be a corporation organized and
doing business under the laws of the United States of America, any state
thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$100,000,000 and subject to supervision or examination by federal or state
authority.  If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section 613, 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 613,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section 613.


 


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 all or substantially all of the corporate agency or
corporate trust business of an Authenticating Agent shall be the successor
Authenticating Agent hereunder, without the execution or filing of any paper or
any further act on the part of the Trustee or the Authenticating Agent.


 


An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and to the Company.  The
Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the
Company.  Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 613, the Trustee may appoint a successor
Authenticating Agent and shall give notice of such appointment in the manner
provided in Section 106 to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve.  Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. 
No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section 613.


 


The Company
agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section 613, and in the event
that the Trustee shall pay the Authenticating Agent, the Trustee shall be
entitled to be reimbursed for such payments, subject to the provisions of Section 607.


 


If an
appointment with respect to one or more series is made pursuant to this Section 613,
the Securities of such series may have endorsed thereon, in addition to the
Trustee’s certificate of authentication, an alternative certificate of
authentication in the following form:


 


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


 


46

















 


	
  Date of
  authentication:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ,

  	
   

  
	
  as Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  ,

  	
   

  
	
   

  	
  as Authenticating Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  ,

  	
   

  
	
   

  	
   Authorized Signatory

  	
   

  	
   

  
					



 


ARTICLE SEVEN


 


HOLDERS’ LISTS AND REPORTS BY


TRUSTEE AND COMPANY


 


SECTION 701.       Company to Furnish Trustee Names and
Addresses of Holders.


 


Except as otherwise contemplated by Section 301
with respect to any series of Securities, the Company will furnish or cause to
be furnished to the Trustee:


 


(1)           semi-annually, not later than 15 days
after each Regular Record Date or in the case of any series of Securities on
which semi-annual interest is not payable, not more than 15 days after such
semi-annual dates specified by the Trustee, a list, in such form as the Trustee
may reasonably require, of the names and addresses of the Holders of Securities
of each series as of the Regular Record Date or such semi-annual date, as the
case may be, and


 


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


 


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


 


SECTION 702.       Preservation of Information;
Communications to Holders.


 


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


 


47

















 


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 in the Trust Indenture Act.


 


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


 


SECTION 703.       Reports by Trustee.


 


The Trustee shall transmit to Holders such reports
specified in Section 606 hereof.


 


SECTION 704.       Reports by Company.


 


The Company
shall file with the Trustee and the Commission, and transmit to Holders, such
information, documents and other reports, and such summaries thereof, as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided in the Trust Indenture Act.


 


ARTICLE EIGHT


 


CONSOLIDATION, MERGER, CONVEYANCE,


TRANSFER OR LEASE


 


SECTION 801.       Company May Consolidate, Etc.,
Only on Certain Terms.


 


Except as
otherwise contemplated by Section 301 with respect to any series of
Securities, the Company may not (a) merge with or into or consolidate
with, or (b) sell, assign, transfer, lease or convey its properties and
assets substantially as an entirety to any Person, other than, with respect to
this clause (b), a direct or indirect wholly-owned subsidiary of the Company,
unless:


 


(1)           The Company is the surviving corporation,
or in the case the Company shall consolidate or merge with any other Person or
convey, transfer or lease its properties and assets substantially as an
entirety to another Person, the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of the Company
substantially as an entirety shall be a corporation, partnership, trust or
other entity, shall be organized and validly existing under the laws of the
United States of America, any state thereof or the District of Columbia and
shall expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of and any premium and interest 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;


 


48

















 


(2)           immediately after giving effect to such
transaction and treating any indebtedness which becomes an obligation of the
Company or any Subsidiary as a result of such transaction as having been
incurred by the Company or such Subsidiary at the time of such transaction, no
Event of Default, and no event which, after notice or lapse of time or both,
would become an Event of Default, shall have happened and be continuing; and


 


(3)           the Company has delivered to the Trustee
an Officer’s Certificate and an Opinion of Counsel stating that such
consolidation, merger, conveyance, transfer or lease and, if a supplemental
indenture is required in connection with such transaction, such supplemental
indenture comply with this Article Eight and that all conditions precedent
herein provided for relating to such transaction have been complied with;
provided, however, that the delivery of an Officer’s Certificate or an Opinion
of Counsel is not required with respect to any consolidation, merger,
conveyance, transfer or lease involving the Company and any direct or indirect
wholly owned subsidiary of the Company.


 


SECTION 802.       Successor Substituted.


 


Except as
otherwise contemplated by Section 301 with respect to any series of
Securities, upon any consolidation of the Company with, or merger of the
Company into, any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 801, the successor Person formed by such consolidation or
into which the Company is merged or to which such conveyance, transfer or lease
is made shall succeed to, and be substituted for, and may exercise every right
and power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except
in the case of a lease the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities.


 


ARTICLE NINE


 


SUPPLEMENTAL INDENTURES


 


SECTION 901.       Supplemental Indentures Without
Consent of Holders.


 


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


 


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


 


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


 


49

















 


the benefit of such
series) or to surrender any right or power herein conferred upon the Company;
or


 


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


 


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


 


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


 


(6)           to convey, transfer,
assign, mortgage or pledge any property to or with the Trustee or to surrender
any right or power herein conferred upon the Company; or


 


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


 


(8)           to provide for
uncertificated securities in addition to certificated securities; or


 


(9)           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 609; or


 


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


 


50

















 


(11)         to supplement any of
the provisions of this Indenture to such extent as shall be necessary to permit
or facilitate the defeasance and discharge of any series of Securities pursuant
to Sections 401, 1202 and 1203; provided that any such action shall not
adversely affect the interests of the holders of Securities of such series or
any other series of Securities; or


 


(12)         to comply with the rules or
regulations of any securities exchange or automated quotation system on which
any of the Securities may be listed or traded; or


 


(13)         to add any
subsidiaries of the Company as guarantors in respect of one or more series of
Securities; or


 


(14)         to add to, change or
eliminate any of the provisions of this Indenture as shall be necessary or
desirable in accordance with any amendments to the Trust Indenture Act,
provided that such action does not adversely affect the rights or interests of
any Holder of Securities.


 


SECTION 902.       Supplemental Indentures With Consent
of Holders.


 


Except as
otherwise contemplated by Section 301 with respect to any series of
Securities, with the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture (with the Holders of each series of Securities voting
together as a single class), by Act of said Holders delivered to the Company
and the Trustee, the Company, when authorized by a Board Resolution, and the
Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the
rights of the Holders of Securities of such series under this Indenture;
provided, however, that, except as otherwise contemplated by Section 301
with respect to any series of Securities, no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Security affected
thereby,


 


(1)           except to the extent
otherwise specified in the form or terms of the Securities of any series as
permitted by Sections 201 and 301 with respect to extending the Stated Maturity
of any Security of such series, 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 or any other Security which would be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502,
or change any Place of Payment where, or the currency in which, any Security or
any premium or interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date); or


 


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


 


51

















 


compliance
with certain provisions of this Indenture or certain defaults hereunder and
their consequences) provided for in this Indenture; or


 


(3)           modify any of the
provisions of this Section 902, Section 513 or Section 1006,
except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Security affected thereby; provided, however,
that this clause shall not be deemed to require the consent of any Holder with
respect to changes in the references to “the Trustee” and concomitant changes
in this Section 902 and Section 1009, or the deletion of this
proviso, in accordance with the requirements of Sections 609 and 901(9); or


 


(4)           if the Securities of
any series are convertible or exchangeable into any other securities or
property of the Company, make any change that adversely affects the right to
convert or exchange any Security of such series (except as permitted by Section 901)
or decrease the conversion or exchange rate or increase the conversion price of
any such Security of such series.


 


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


 


It shall not
be necessary for any Act of Holders under this Section 902 to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.


 


SECTION 903.       Execution of Supplemental Indentures.


 


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


 


SECTION 904.       Effect of Supplemental Indentures.


 


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


 


52
















 


SECTION 905.       Conformity with Trust Indenture Act.


 


Every
supplemental indenture executed pursuant to this Article Nine shall
conform to the requirements of the Trust Indenture Act.


 


SECTION 906.       Reference in Securities to
Supplemental Indentures.


 


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


 


ARTICLE TEN



COVENANTS


 


SECTION 1001.     Payment of Principal, Premium 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 any premium and interest on the
Securities of that series in accordance with the terms of the Securities and
this Indenture.


 


SECTION 1002.     Maintenance of Office or Agency.


 


Except as
otherwise contemplated by Section 301 with respect to any series of
Securities, the Company will maintain in each Place of Payment for any series
of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served.  The
Company initially appoints the Trustee, acting through its Corporate Trust
Office, as its agent for said purpose. 
The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency.  If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.


 


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


 


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


 


Except as
otherwise contemplated by Section 301 with respect to any series of
Securities, if the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that
series, segregate to the extent required by law and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the principal
and any premium and interest so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of its action or failure so to act.


 


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


 


The Company
will cause each Paying Agent for any series of Securities other than the
Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this Section 1003,
that such Paying Agent will (1) comply with the provisions of the Trust
Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.


 


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


 


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


 


54

















 


SECTION 1004.     Statement by Officers as to Default.


 


Except as
otherwise specified as contemplated by Section 301 for Securities of such
series, the Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officer’s
Certificate stating whether or not to the best knowledge of the signers thereof
the Company, is in default in the performance and observance of any of the
terms, provisions, covenants and conditions of this Indenture (without regard
to any period of grace or requirement of notice provided hereunder) and, if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.


 


SECTION 1005.     Existence.


 


Except as
otherwise contemplated by Section 301 with respect to any series of
Securities, subject to Article Eight, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its
legal existence; provided, however, that the Company shall not be required to
preserve any such right or franchise if the Board of Directors shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and that the loss thereof is not disadvantageous in any
material respect to the Holders.


 


SECTION 1006.     Payment of Taxes and Other Claims.


 


The Company
shall, and shall cause each of its Restricted Subsidiaries to, pay or discharge
or cause to be paid or discharged, before the same shall become delinquent, (1) all
material taxes, assessments and governmental charges levied or imposed upon the
Company or any of its Subsidiaries or upon the income, profits, capital or
properties and assets of the Company or any of its Subsidiaries, and (2) all
material lawful claims for labor, materials and supplies which, if unpaid,
might by law become a lien upon the properties and assets of the Company or any
of its Subsidiaries; provided, however, that the Company shall not be required
to pay or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim whose amount, applicability or validity is being contested in
good faith by appropriate proceedings.


 


SECTION 1007.     Repurchase at the Option of Holders upon
Change of Control.


 


(a)           Upon the occurrence of a Change of
Control, each Holder will have the right to require the Company to repurchase
all or any part of such Holder’s Securities pursuant to the offer described
below (the “Change of Control Offer”) at a purchase price (the “Change of
Control Purchase Price”) equal to 101 % of the aggregate principal amount
thereof, plus accrued and unpaid interest, if any, to but excluding the
repurchase date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date); provided,
however, that notwithstanding the occurrence of a Change of Control, the
Company shall not be obligated to purchase the Securities pursuant to this Section 1007
in the event that it has mailed the notice to exercise its right to redeem all
the Securities at any time prior to the requirement to consummate the Change of
Control Offer and redeems the Securities in accordance with such notice.


 


55

















 


(b)                                 Within
30 days following any Change of Control the Company shall (x) cause a
notice of the Change of Control Offer to be sent at least once to the Dow Jones
News Service or similar business news service in the United States, and (y) send,
by first-class mail, with a copy to the Trustee, to each Holder, at such Holder’s
address appearing in the register, a notice stating:


 


(1)           that a Change of Control has occurred or
will occur and a Change of Control Offer is being made pursuant to this Section 1007
and that all Securities timely tendered will be accepted for payment;


 


(2)           the Change of Control Purchase Price and
the purchase date (the “Change of Control Payment Date”), which shall be,
subject to any contrary requirements of applicable law, a Business Day and a
point in time occurring after the consummation of the Change of Control and not
later than 60 days from the date such notice is mailed;


 


(3)           the circumstances and relevant facts
regarding the Change of Control; and


 


(4)           the procedures that Holders must follow
in order to tender their Securities (or portions thereof) for payment, and the
procedures that Holders must follow in order to withdraw an election to tender
Securities (or portions thereof) for payment.


 


Holders
electing to have a Security purchased shall be required to surrender the
Security, with an appropriate form duly completed, to the Company or its agent
at the address specified in the notice at least three Business Days prior to
the Change of Control Payment Date. 
Holders shall be entitled to withdraw their election if the Trustee or
the Company receives, not later than one Business Day prior to the Change of
Control Payment Date, a telegram, telex, facsimile transmission, electronic
mail or letter setting forth the name of the Holder, the principal amount of
the Security that was delivered for purchase by the Holder and a statement that
such Holder is withdrawing its election to have such Security purchased.


 


(c)                                  On
or prior to the Change of Control Payment Date, the Company shall irrevocably
deposit with the Trustee or with the Paying Agent (or, if the Company or any of
its Subsidiaries is acting as the Paying Agent, segregate and hold in trust) in
cash an amount equal to the Change of Control Purchase Price payable to the
Holders entitled thereto, to be held for payment in accordance with this Section 1007.  On the Change of Control Payment Date, the
Company or its Agent shall deliver to the Trustee the Security or portions
thereof that have been properly tendered to and are to be accepted by the
Company for payment.


 


(d)                                 The
Trustee or the Paying Agent shall, on the Change of Control Payment Date, mail
or deliver payment to each tendering Holder of the Change of Control Purchase
Price.  In the event that the aggregate
Change of Control Purchase Price is less than the amount delivered by the Company
to the Trustee or the Paying Agent, the Trustee or the Paying Agent, as the
case may be, shall deliver the excess to the Company immediately after the
Change of Control Payment Date.


 


56

















 


(e)                                  The
Company shall comply, to the extent applicable, with the requirements of Section 14(e) and
Rule 14e-1 of the Exchange Act and any other applicable securities laws or
regulations in connection with the repurchase of Securities pursuant to a
Change of Control Offer, including any applicable securities laws of the United
States.  To the extent that the
provisions of any securities laws or regulations conflict with the provisions
of this Section 1007, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under this Section 1007 by virtue of such compliance with
these securities laws or regulations.


 


(f)                                    The
Company shall not be required to make a Change of Control Offer upon a Change
of Control if another entity makes the Change of Control Offer in the manner,
at the times and otherwise in compliance with the requirements set forth in
this Section 1007 applicable to a Change of Control Offer made by the
Company and purchases all Securities properly tendered and not withdrawn under
the Change of Control Offer.


 


SECTION 1008.     Payment for Consents.


 


The Company
shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of any Securities for or as an
inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Securities unless such consideration is
offered to be paid or is paid to all Holders that consent, waive or agree to
amend in the time frame set forth in the solicitation documents relating to
such consent, waiver or agreement.


 


SECTION 1009.     Waiver of Certain Covenants.


 


Except as
otherwise specified as contemplated by Section 301 for Securities of such
series, the Company may, with respect to the Securities of any series, omit in
any particular instance to comply with any term, provision or condition set
forth in any covenant provided pursuant to Section 301(23), 301(24),
301(25), 901(2) or 901(7) for the benefit of the Holders of such
series or in Section 1005, if the Holders of at least a majority in
principal amount of the Outstanding Securities of such series shall, by Act of
such Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.


 


ARTICLE ELEVEN


 


REDEMPTION OF SECURITIES


 


SECTION 1101.     Applicability of Article.


 


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


 


57

















 


SECTION 1102.     Election to Redeem; Notice to Trustee.


 


The election
of the Company to redeem any Securities shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 301
for such Securities.  In case of any
redemption at the election of the Company of less than all the Securities of
any series, the Company shall, not less than 30 nor 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 of such Redemption Date, of
the principal amount of Securities of such series to be redeemed and, if
applicable, of the tenor of the Securities to be redeemed.  In the case of any redemption of Securities
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.


 


SECTION 1103.     Selection by Trustee of Securities to Be
Redeemed.


 


Except as
otherwise contemplated by Section 301 with respect to any series of
Securities, if less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to be
redeemed), the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, pro rata, by
lot or by such other method as the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of a portion of the
principal amount of any Security of such series; provided that the unredeemed
portion of the principal amount of any Security shall be in an authorized
denomination (which shall not be less than the minimum authorized denomination)
for such Security.  If less than all the
Securities of such series and of a specified tenor are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series and specified tenor not previously called for redemption in
accordance with the preceding sentence.


 


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


 


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.  If the Company shall so direct, Securities
registered in the name of the Company, any Affiliate or any Subsidiary thereof
shall not be included in the Securities selected for redemption.


 


SECTION 1104.     Notice of Redemption.


 


Except as
otherwise contemplated by Section 301 with respect to any series of
Securities, notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.


 


58

















 


With respect
to Securities of each series to be redeemed, each notice of redemption shall
identify the Securities to be redeemed (including CUSIP numbers, if available)
and shall state:


 


(1)           the Redemption Date;


 


(2)           the Redemption
Price;


 


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


 


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


 


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


 


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


 


Notice of
redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name
and at the expense of the Company.  The
notice 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 1105.     Deposit of Redemption Price.


 


Except as
otherwise contemplated by Section 301 with respect to any series of
Securities, on or before the Redemption Date specified in the notice of
redemption given as provided in Section 1104, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its
own Paying Agent, segregate and hold in trust as provided in Section 1003)
an amount of money sufficient to pay the Redemption Price of, and (except if
the Redemption Date shall be an Interest Payment Date) accrued interest on, all
the Securities which are to be redeemed on that date.


 


SECTION 1106.     Securities Payable on Redemption Date.


 


Except as
otherwise contemplated by Section 301 with respect to any series of
Securities, notice of redemption having been given as aforesaid, the Securities
so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest.  Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest to (but
excluding) the Redemption Date; provided, however, that, unless otherwise
specified as contemplated by 


 


59

















 


Section 301, in the event
the Stated Maturity is on or prior to the Redemption Date such installments of
interest will be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section 307.


 


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


 


SECTION 1107.     Securities Redeemed in Part.


 


Except as
otherwise contemplated by Section 301 with respect to any series of
Securities, any Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing), and the Company shall execute, and
the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Security or Securities of the same series and of
like tenor, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered.  If a Global Security is so surrendered, such
new Security so issued shall be a new Global Security.


 


SECTION 1108.     Other Mandatory Redemption.


 


The Company is
not required to make mandatory redemption or sinking fund payments with respect
to the Securities.  Under certain
circumstances, the Company may be required to offer to purchase Notes as
described under Section 1007.  The
Company may, at any time and from time to time, purchase Securities in the open
market or otherwise.




ARTICLE TWELVE


 


DEFEASANCE AND COVENANT DEFEASANCE


 


SECTION 1201.     Company’s Option to Effect Defeasance or
Covenant Defeasance.


 


The Company
may elect, at its option at any time, to have Section 1202 or Section 1203
applied to any Securities or any series of Securities, as the case may be,
(unless designated pursuant to Section 301 as not being defeasible pursuant
to such Section 1202 or 1203), in accordance with any applicable
requirements provided pursuant to Section 301 and upon compliance with the
conditions set forth below in this Article Twelve.  Any such election shall be evidenced by a
Board Resolution or in another manner specified as contemplated by Section 301
for such Securities.


 


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SECTION 1202.     Defeasance and Discharge.


 


Upon the
Company’s exercise of its option (if any) to have this Section 1202 applied
to any Securities or any series of Securities, as the case may be, the Company
shall be deemed to have been discharged from its obligations with respect to
such Securities as provided in this Section on and after the date the
conditions set forth in Section 1204 are satisfied (hereinafter called “Defeasance”).  For this purpose, such Defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Securities and to have satisfied all its other obligations
under such Securities and this Indenture insofar as such Securities are
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), subject to the following which shall
survive until otherwise terminated or discharged hereunder: (1) the rights
of Holders of such Securities to receive, solely from the trust fund described
in Section 1204 and as more fully set forth in such Section, payments in
respect of the principal of and any premium and interest on such Securities
when payments are due, (2) the Company’s obligations with respect to such
Securities under Sections 304, 305, 306, 1002 and 1003, (3) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (4) this
Article Twelve.  Subject to
compliance with this Article Twelve, the Company may exercise its option
(if any) to have this Section 1202 applied to any Securities
notwithstanding the prior exercise of its option (if any) to have Section 1203
applied to such Securities.


 


SECTION 1203.     Covenant Defeasance.


 


Upon the
Company’s exercise of its option (if any) to have this Section 1203
applied to any Securities or any series of Securities, as the case may be, (1) the
Company shall be released from its obligations under Article Eight (and
any covenant applicable to such Securities that are determined pursuant to Section 301
to be subject to this provision) and (2) the occurrence of any event
specified in Section 501 (with respect to Article Eight) (and any
other Event of Default applicable to such Securities that are determined
pursuant to Section 301 to be subject to this provision) 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 1203 on and after the date the
conditions set forth in Section 1204 are satisfied (hereinafter called “Covenant
Defeasance”).  For this purpose, such
Covenant Defeasance means that, with respect to such Securities, the Company
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such specified Section or clause,
whether directly or indirectly by reason of any reference elsewhere herein to
any such Section or clause or by reason of any reference in any such Section or
clause to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected thereby.


 


SECTION 1204.     Conditions to Defeasance or Covenant
Defeasance.


 


The following
shall be the conditions to the application of Section 1202 or Section 1203
to any Securities or any series of Securities, as the case may be:


 


(1)           The Company shall
irrevocably have deposited or caused to be deposited with the Trustee (or
another trustee which satisfies the requirements contemplated by Section 609
and agrees to comply with the provisions of this Article Twelve applicable
to 


 


61

















 


it) 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 in an amount, or (B) 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 in an amount, or (C) a
combination thereof, in each case sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which
shall be applied by the Trustee (or any such other qualifying trustee) to pay
and discharge, the principal of and any premium and interest on such Securities
on the respective Stated Maturities, in accordance with the terms of this
Indenture and such Securities.  As used
herein, “Government Obligation” means (x) any security which is (i) a
direct obligation of the United States of America for the payment of which the
full faith and credit of the United States of America is pledged or (ii) an
obligation of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America, which, in either case (i) or (ii), is not callable or
redeemable at the option of the issuer thereof, and (y) any depositary
receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act) as custodian with respect to any Government Obligation which is
specified in Clause (x) above and held by such bank for the account of the
holder of such depositary receipt, or with respect to any specific payment of
principal of or interest on any Government Obligation which is so specified and
held, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depositary receipt from any amount received by the custodian in respect of the
Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt.


 


(2)           In the event of an
election to have Section 1202 apply to any Securities or any series of
Securities, as the case may be, the Company shall have delivered to the Trustee
an Opinion of Counsel stating that (A) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling or (B) since
the date of this instrument, there has been a change in the applicable federal
income tax law, in either case (A) or (B) to the effect that, and
based thereon such opinion shall confirm that, the Holders of such Securities
will not recognize gain or loss for federal income tax purposes as a result of
the deposit, Defeasance and discharge to be effected with respect to such
Securities and will be subject to federal income tax on the same amount, in the
same manner and at the same times as would be the case if such deposit,
Defeasance and discharge were not to occur.


 


(3)           In the event of an
election to have Section 1203 apply to any Securities or any series of
Securities, as the case may be, the Company shall have delivered to the Trustee
an Opinion of Counsel to the effect that the Holders of such Securities will
not recognize gain or loss for federal income tax purposes as a result of the
deposit and Covenant Defeasance to be effected with respect to such Securities
and will be subject to federal income tax on the same amount, in the same manner
and at the same times as would be the case if such Covenant Defeasance were not
to occur.


 


62
















 


(4)           Such Defeasance or
Covenant Defeasance shall be effected in compliance with any additional terms,
conditions or limitations which may be imposed on the Company in connection
therewith pursuant to Section 301.


 


(5)           No event which is,
or after notice or lapse of time or both would become, an Event of Default with
respect to such Securities shall have occurred and be continuing at the time of
such deposit or, with regard to any such event specified in Sections 501(5) and
(6), at any time on or prior to the 90th day after the date of such deposit (it
being understood that this condition shall not be deemed satisfied until after
such 90th day).


 


(6)           Such Defeasance or
Covenant Defeasance shall not 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.


 


(7)           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 1205.     Acknowledgment of Discharge By Trustee.


 


Subject to Section 1207
below and after the Company has delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel, each stating that all conditions
precedent referred to in Section 1204 relating to the defeasance or
satisfaction and discharge, as the case may be, of this Indenture have been
complied with, the Trustee upon request of the Company shall acknowledge in
writing the defeasance or the satisfaction and discharge, as the case may be,
of this Indenture and the discharge of the Company’s obligations under this
Indenture.


 


SECTION 1206.     Deposited Money and Government
Obligations to Be Held in Trust; Miscellaneous Provisions.


 


Subject to the
provisions of the last paragraph of Section 1003, all money and Government
Obligations (including the proceeds thereof) deposited with the Trustee or
other qualifying trustee (solely for purposes of this Section 1206, the
Trustee and any such other trustee are referred to collectively as the “Trustee”)
pursuant to Section 1204 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 Government Obligations deposited pursuant to
Section 1204 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.


 


63

















 


Anything in
this Article Twelve to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or Government Obligations held by it as provided in Section 1204 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, 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.


 


SECTION 1207.     Reinstatement.


 


If the Trustee
or the Paying Agent is unable to apply any money in accordance with this Article Twelve
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 1202
or 1203 shall be revived and reinstated as though no deposit had occurred
pursuant to this Article Twelve with respect to such Securities, until
such time as the Trustee or Paying Agent is permitted to apply all money held
in trust in accordance with this Article Twelve; 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.


 


ARTICLE THIRTEEN


 


IMMUNITY OF INCORPORATORS, STOCKHOLDERS,


OFFICERS, DIRECTORS AND EMPLOYEES


 


SECTION 1301.     Exemption from Individual Liability.


 


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


 


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


 


BERRY PETROLEUM COMPANY


 


 


	
  By:

  	
  /s/ Ralph
  Goehring

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  



 


64

















 


WELLS FARGO BANK, NATIONAL
ASSOCIATION


 


 


	
  By:

  	
  /s/ Maddy
  Hall

  	
   

  



 


65

















 


EXHIBIT A


 


Form of Face of Registered Security


 


[INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND


THE REGULATIONS THEREUNDER.]


 


BERRY PETROLEUM COMPANY


(Title of Security)


 


No.        $


 


CUSIP No.


 


Berry Petroleum
Company, a corporation duly organized and existing under the laws of Delaware
(herein called the “Company,” which term includes any successor Person under
the Indenture hereinafter referred to), for value received, hereby promises to
pay to                                       ,
or registered assigns, the principal sum of
                                              
Dollars on                                   .  [if the Security is to bear interest prior to
Maturity, insert—, and to pay interest thereon from
                                    
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semi-annually on
                                  
and in each year, commencing
                                                ,
at the rate of         % per annum,
until the principal hereof is paid or made available for payment] [if
applicable, insert—, provided that any principal and premium, and any such
installment of interest, which is overdue shall bear interest at the rate of
              
% per annum (to the extent permitted by applicable law), from the dates such
amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand]. 
[If applicable, insert—The amount of interest payable for any period
shall be computed on the basis of twelve 30-day months and a 360-day year.  The amount of interest payable for any
partial period shall be computed on the basis of a 360-day year of twelve
30-day months and the days elapsed in any partial month.  In the event that any date on which interest
is payable on this Security is not a Business Day, then a payment of the
interest payable on such date will be made on the next succeeding day which is
a Business Day (and without any interest or other payment in respect of any
such delay) with the same force and effect as if made on the date the payment
was originally payable.  A “Business Day”
shall mean, when used with respect to any Place of Payment, each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment are authorized or obligated by law or
executive order to close.] The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or -more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the                       
or
                    
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date.  Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any 


 


66

















 


time in any other lawful manner
not inconsistent with the requirements of any securities exchange or automated
quotation system on which the Securities of this series may be listed or
traded, and upon such notice as may be required by such exchange or automated
quotation system, all as more fully provided in said Indenture.


 


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


 


Payment of the
principal of (and premium, if any) and [if applicable, insert—any such]
interest on this Security will be made at the office or agency of the Company maintained
for that purpose in
                                            ,
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register.


 


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


 


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


 


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


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


67

















 


EXHIBIT A1


 


Form of Reverse of Security


 


This Security
is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an
Indenture, dated as of
                                                    
(herein called the “Indenture,” which term shall have the meaning assigned to
it in such instrument), between the Company and
                                        ,
as Trustee (herein called the “Trustee,” which term includes any successor
trustee under the Indenture) to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee[, the holders of Senior Debt] and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered.  [This Security is one of the
series designated on the face hereof [if applicable, insert—,
limited in aggregate principal amount to
$                                                ;
provided, however, that the authorized aggregate principal amount of the
Securities may be increased above such amount by a Board Resolution to such
effect].


 


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


 


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


 


The Indenture
contains provisions for satisfaction and discharge of the entire indebtedness
of this Security upon compliance by the Company with certain conditions set
forth in the Indenture.


 


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


 


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


 


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


 


68

















 


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


 


The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Indenture
at any time by the Company and the Trustee with the consent of the Holders of
50% in principal amount of the Securities at the time Outstanding of each
series to be affected.  The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. 
Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.


 


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


 


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


 


As provided in
the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of and any premium and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.


 


69

















 


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


 


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


 


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


 


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


 


THE INTERNAL
LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE
AND THIS SECURITY WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS
OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
WOULD BE REQUIRED THEREBY.


 


70

















 


EXHIBIT C1


 


Form of Certificate to be Given by Beneficial Owner of Interest in
a Temporary


Global Security


[ISSUER]


[Title of Securities]


(the “Securities”)


 


This is to certify that as of
the date hereof, and except as set forth below, the above-captioned Securities
held by you for our account (i) are owned by persons that are not citizens
or residents of the United States, domestic partnerships, domestic corporations
or any estate or trust the income of which is subject to United States Federal
income taxation regardless of its source (a “United States Person(s)”), (ii) are
owned by United States Person(s) that are (A) foreign branches of
United States financial institutions (as defined in U.S.  Treasury Regulations Section 1.165-12
(c)(1)(v)) (“Financial Institutions”) purchasing for their own account or for
resale, or (B) United States Person(s) who acquired the Securities
through the foreign branches of United States Financial Institutions and who
hold the Securities through such United States Financial Institutions on the
date hereof (and in either case (A) or (B), each such United States
Financial Institution hereby agrees, on its own behalf or through its agent, to
comply with the requirements of Section 165(j) (3) (A), (B) or,
(C) of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by United States or foreign Financial
Institutions for purposes of resale during the restricted period (as defined in
U.S.  Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and in addition if the owner of the Securities is a United States or foreign,
Financial Institution described in clause (iii) above (whether or not also
described in clause (i) or (ii)) this is to further certify that such
Financial Institution has not acquired the Securities for purposes of resale
directly or indirectly to a United States Person(s) or to a person within
the United States or its possessions.


 


If the Securities are of the
category contemplated in Section 230.903(c)(3) of Regulation S under
the Securities Act of 1933, as amended (the “Act”) then this is also to certify
that, except as set forth below (i) in the case of debt securities, the
Securities are beneficially owned by (a) non-U.S.  Person(s) or (b) U.  S. 
Person(s) who purchased the Securities in transactions which did
not require registration under the Act: or (ii) in the case of equity
securities, the Securities are owned by (x) non-U.S.  Person(s) and such persons are not
acquiring the Securities for the account or benefit of U.  S. 
Person(s) or (y) U. 
S.  Person(s) who purchased
the securities in a transaction which did not require registration under the
Act.  If this certification is being
delivered in connection with the exercise of warrants pursuant to Section 230.902(m) of
Regulation S under the Act, then this is further to certify that, except as set
forth below, the Securities are being exercised by and on behalf of non-U.S.  Person(s). 
As used in this paragraph the term “U.S. 
Person(s)” has the meaning given to it by Regulation S under the Act.


 


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


 


We undertake to advise you
promptly by tested telex on or prior to the date on which you intend to submit
your certification relating to the Securities held by you for our account in
accordance 


 


71

















 


with your Operating Procedures
if any applicable statement herein is not correct on such date, and in the
absence of any such notification it may be assumed that this certification
applies as of such date.


 


This certificate excepts and
does not relate to [] of such interest in the above Securities in respect of
which we are not able to certify and as to which we understand exchange and delivery
of definitive Securities (or, if relevant, exercise of any rights or collection
of any interest) cannot be made until we do so certify.


 


We understand that this
certificate is required in connection with certain tax laws and, if applicable,
certain securities laws of the United States. 
In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certificate is or would
be relevant, we irrevocably authorize you to produce this certification to any
interested party in such proceedings.


 


	
  *Dated:

  	
                                      

  	
  , 200    

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NAME OF
  PERSON MAKING CERTIFICATION

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  



 






* To be dated no earlier than
the fifteenth day prior to the Certification Date.


 


72