Exhibit 4.1


	
   

  



 


 


DINEEQUITY, INC.


 


 


and


 


 


[                                        ],
as Trustee


 


 


Indenture


 


Dated as of
[                    ]


 


 


Debt Securities


 


	
   

  



 

















 


CROSS REFERENCE SHEET*


 


Between


 


Provisions of Trust
Indenture Act (as defined herein) and Indenture, dated as of
[                ],
between DINEEQUITY, INC. and
[                      ],
as Trustee:


 


	
  SECTION OF
  THE ACT

  	
   

  	
  SECTION OF INDENTURE

  	
   

  
	
  310(a)(1) and
  (2)

  	
   

  	
  6.9

  	
   

  
	
  310(a)(3) and
  (4)

  	
   

  	
  Inapplicable

  	
   

  
	
  310(b)

  	
   

  	
  6.8 and 6.10(a), (b) and (d)

  	
   

  
	
  310(c)

  	
   

  	
  Inapplicable

  	
   

  
	
  311(a)

  	
   

  	
  6.14

  	
   

  
	
  311(b)

  	
   

  	
  6.14

  	
   

  
	
  311(c)

  	
   

  	
  Inapplicable

  	
   

  
	
  312(a)

  	
   

  	
  4.1 and 4.2

  	
   

  
	
  312(b)

  	
   

  	
  4.2

  	
   

  
	
  312(c)

  	
   

  	
  4.2

  	
   

  
	
  313(a)

  	
   

  	
  4.3

  	
   

  
	
  313(b)(1)

  	
   

  	
  Inapplicable

  	
   

  
	
  313(b)(2)

  	
   

  	
  4.3

  	
   

  
	
  313(c)
  

  	
   

  	
  4.3, 5.11, 6.10, 6.11, 8.2 and 12.2

  	
   

  
	
  313(d)

  	
   

  	
  4.3

  	
   

  
	
  314(a)

  	
   

  	
  3.5 and 4.2

  	
   

  
	
  314(b)

  	
   

  	
  Inapplicable

  	
   

  
	
  314(c)(1) and
  (2)

  	
   

  	
  11.5

  	
   

  
	
  314(c)(3)

  	
   

  	
  Inapplicable

  	
   

  
	
  314(d)

  	
   

  	
  Inapplicable

  	
   

  
	
  314(e)

  	
   

  	
  11.5

  	
   

  
	
  314(f)

  	
   

  	
  Inapplicable

  	
   

  
	
  315(a),
  (c) and (d)

  	
   

  	
  6.1

  	
   

  
	
  315(b)

  	
   

  	
  5.11

  	
   

  
	
  315(e)

  	
   

  	
  5.12

  	
   

  
	
  316(a)(1)

  	
   

  	
  5.9 and 5.10

  	
   

  
	
  316(a)(2)

  	
   

  	
  Not required

  	
   

  
	
  316(a) (last
  sentence)

  	
   

  	
  7.4

  	
   

  
	
  316(b)

  	
   

  	
  5.7

  	
   

  
	
  317(a)

  	
   

  	
  5.2

  	
   

  
	
  317(b)

  	
   

  	
  3.4(a) and (b)

  	
   

  
	
  318(a)

  	
   

  	
  11.7

  	
   

  



 






*This
Cross Reference Sheet is not part of the Indenture.


 


2

















 


TABLE
OF CONTENTS


 


	
   

  	
   

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I DEFINITIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.1 CERTAIN TERMS DEFINED

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II SECURITIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.1 FORMS GENERALLY

  	
   

  	
  7

  
	
   

  	
  SECTION 2.2 FORM OF TRUSTEE’S
  CERTIFICATE OF AUTHENTICATION

  	
   

  	
  7

  
	
   

  	
  SECTION 2.3 AMOUNT UNLIMITED; ISSUABLE IN
  SERIES

  	
   

  	
  8

  
	
   

  	
  SECTION 2.4 AUTHENTICATION AND DELIVERY OF
  SECURITIES

  	
   

  	
  10

  
	
   

  	
  SECTION 2.5 EXECUTION OF SECURITIES

  	
   

  	
  13

  
	
   

  	
  SECTION 2.6 CERTIFICATE OF AUTHENTICATION

  	
   

  	
  13

  
	
   

  	
  SECTION 2.7 DENOMINATION AND DATE OF
  SECURITIES; PAYMENT OF INTEREST

  	
   

  	
  13

  
	
   

  	
  SECTION 2.8 REGISTRATION, TRANSFER AND EXCHANGE

  	
   

  	
  14

  
	
   

  	
  SECTION 2.9 MUTILATED, DEFACED, DESTROYED,
  LOST AND STOLEN SECURITIES

  	
   

  	
  18

  
	
   

  	
  SECTION 2.10 CANCELLATION OF SECURITIES;
  DISPOSAL THEREOF

  	
   

  	
  19

  
	
   

  	
  SECTION 2.11 TEMPORARY SECURITIES

  	
   

  	
  19

  
	
   

  	
  SECTION 2.12 CUSIP NUMBERS

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III COVENANTS OF THE ISSUER

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.1 PAYMENT OF PRINCIPAL AND INTEREST

  	
   

  	
  20

  
	
   

  	
  SECTION 3.2 OFFICES FOR PAYMENTS, ETC

  	
   

  	
  20

  
	
   

  	
  SECTION 3.3 APPOINTMENT TO FILL A VACANCY IN
  OFFICE OF TRUSTEE

  	
   

  	
  21

  
	
   

  	
  SECTION 3.4 PAYING AGENTS

  	
   

  	
  21

  
	
   

  	
  SECTION 3.5 COMPLIANCE CERTIFICATES

  	
   

  	
  23

  
	
   

  	
  SECTION 3.6 CORPORATE EXISTENCE

  	
   

  	
  23

  
	
   

  	
  SECTION 3.7 LUXEMBOURG PUBLICATIONS

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV SECURITYHOLDER LISTS AND REPORTS BY THE
  ISSUER AND THE TRUSTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 4.1 ISSUER TO FURNISH TRUSTEE
  INFORMATION AS TO NAMES AND ADDRESSES OF SECURITYHOLDERS

  	
   

  	
  23

  
	
   

  	
  SECTION 4.2 REPORTS BY THE ISSUER

  	
   

  	
  24

  
	
   

  	
  SECTION 4.3 REPORTS BY THE TRUSTEE

  	
   

  	
  24

  



 


i

















 


	
  ARTICLE
  V REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.1 EVENT OF DEFAULT DEFINED,
  ACCELERATION OF MATURITY; WAIVER OF DEFAULT

  	
   

  	
  24

  
	
   

  	
  SECTION 5.2 COLLECTION OF INDEBTEDNESS BY
  TRUSTEE; TRUSTEE MAY PROVE DEBT

  	
   

  	
  28

  
	
   

  	
  SECTION 5.3 APPLICATION OF PROCEEDS

  	
   

  	
  30

  
	
   

  	
  SECTION 5.4 SUITS FOR ENFORCEMENT

  	
   

  	
  31

  
	
   

  	
  SECTION 5.5 RESTORATION OF RIGHTS ON
  ABANDONMENT OF PROCEEDINGS

  	
   

  	
  31

  
	
   

  	
  SECTION 5.6 LIMITATIONS ON SUITS BY
  SECURITYHOLDERS

  	
   

  	
  31

  
	
   

  	
  SECTION 5.7 UNCONDITIONAL RIGHT OF
  SECURITYHOLDERS TO INSTITUTE CERTAIN SUITS

  	
   

  	
  32

  
	
   

  	
  SECTION 5.8 POWERS AND REMEDIES CUMULATIVE;
  DELAY OR OMISSION NOT WAIVER OF DEFAULT

  	
   

  	
  32

  
	
   

  	
  SECTION 5.9 CONTROL BY HOLDERS OF SECURITIES

  	
   

  	
  33

  
	
   

  	
  SECTION 5.10 WAIVER OF PAST DEFAULTS

  	
   

  	
  33

  
	
   

  	
  SECTION 5.11 TRUSTEE TO GIVE NOTICE OF
  DEFAULT, BUT MAY WITHHOLD IN CERTAIN CIRCUMSTANCES

  	
   

  	
  33

  
	
   

  	
  SECTION 5.12 RIGHT OF COURT TO REQUIRE FILING
  OF UNDERTAKING TO PAY COSTS

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VI CONCERNING THE TRUSTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.1 DUTIES AND RESPONSIBILITIES OF
  THE TRUSTEE; DURING DEFAULT; PRIOR TO DEFAULT

  	
   

  	
  34

  
	
   

  	
  SECTION 6.2 CERTAIN RIGHTS OF THE TRUSTEE

  	
   

  	
  35

  
	
   

  	
  SECTION 6.3 TRUSTEE NOT RESPONSIBLE FOR RECITALS,
  DISPOSITION OF SECURITIES OR APPLICATION OF PROCEEDS THEREOF

  	
   

  	
  37

  
	
   

  	
  SECTION 6.4 TRUSTEE AND AGENTS MAY HOLD
  SECURITIES OR COUPONS; COLLECTIONS, ETC.

  	
   

  	
  37

  
	
   

  	
  SECTION 6.5 MONEYS HELD BY TRUSTEE

  	
   

  	
  37

  
	
   

  	
  SECTION 6.6 COMPENSATION AND INDEMNIFICATION
  OF TRUSTEE AND ITS PRIOR CLAIM

  	
   

  	
  37

  
	
   

  	
  SECTION 6.7 RIGHT OF TRUSTEE TO RELY ON
  OFFICER’S CERTIFICATE, ETC.

  	
   

  	
  38

  
	
   

  	
  SECTION 6.8 INDENTURES NOT CREATING POTENTIAL
  CONFLICTING INTERESTS FOR THE TRUSTEE

  	
   

  	
  38

  
	
   

  	
  SECTION 6.9 QUALIFICATION OF TRUSTEE:
  CONFLICTING INTERESTS

  	
   

  	
  38

  
	
   

  	
  SECTION 6.10 PERSONS ELIGIBLE FOR APPOINTMENT
  AS TRUSTEE

  	
   

  	
  38

  
	
   

  	
  SECTION 6.11 RESIGNATION AND REMOVAL;
  APPOINTMENT OF SUCCESSOR TRUSTEE

  	
   

  	
  39

  
	
   

  	
  SECTION 6.12 ACCEPTANCE OF APPOINTMENT BY
  SUCCESSOR TRUSTEE

  	
   

  	
  41

  



 


ii

















 


	
   

  	
  SECTION 6.13 MERGER, CONVERSION,
  CONSOLIDATION OR SUCCESSION TO BUSINESS OF TRUSTEE

  	
   

  	
  42

  
	
   

  	
  SECTION 6.14 PREFERENTIAL COLLECTION OF
  CLAIMS AGAINST THE ISSUER

  	
   

  	
  42

  
	
   

  	
  SECTION 6.15 APPOINTMENT OF AUTHENTICATING
  AGENT

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VII CONCERNING THE SECURITYHOLDERS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 7.1 EVIDENCE OF ACTION TAKEN BY
  SECURITYHOLDERS

  	
   

  	
  43

  
	
   

  	
  SECTION 7.2 PROOF OF EXECUTION OF INSTRUMENTS
  AND OF HOLDING OF SECURITIES

  	
   

  	
  43

  
	
   

  	
  SECTION 7.3 HOLDERS TO BE TREATED AS OWNERS

  	
   

  	
  44

  
	
   

  	
  SECTION 7.4 SECURITIES OWNED BY ISSUER DEEMED
  NOT OUTSTANDING

  	
   

  	
  44

  
	
   

  	
  SECTION 7.5 RIGHT OF REVOCATION OF ACTION
  TAKEN

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII SUPPLEMENTAL INDENTURES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 8.1 SUPPLEMENTAL INDENTURES WITHOUT
  CONSENT OF SECURITYHOLDERS

  	
   

  	
  45

  
	
   

  	
  SECTION 8.2 SUPPLEMENTAL INDENTURES WITH
  CONSENT OF SECURITYHOLDERS

  	
   

  	
  46

  
	
   

  	
  SECTION 8.3 EFFECT OF SUPPLEMENTAL INDENTURE

  	
   

  	
  48

  
	
   

  	
  SECTION 8.4 DOCUMENTS TO BE GIVEN TO TRUSTEE

  	
   

  	
  48

  
	
   

  	
  SECTION 8.5 NOTATION ON SECURITIES IN RESPECT
  OF SUPPLEMENTAL INDENTURES

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  IX CONSOLIDATION, MERGER, SALE OR CONVEYANCE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.1 ISSUER MAY CONSOLIDATE,
  ETC., ONLY ON CERTAIN TERMS

  	
   

  	
  49

  
	
   

  	
  SECTION 9.2 SUCCESSOR CORPORATION SUBSTITUTED

  	
   

  	
  50

  
	
   

  	
  SECTION 9.3 OPINION OF COUNSEL TO BE GIVEN TO
  TRUSTEE

  	
   

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  X SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 10.1 SATISFACTION AND DISCHARGE OF
  INDENTURE

  	
   

  	
  50

  
	
   

  	
  SECTION 10.2 APPLICATION BY TRUSTEE OF FUNDS
  DEPOSITED FOR PAYMENT OF SECURITIES

  	
   

  	
  53

  
	
   

  	
  SECTION 10.3 REPAYMENT OF MONEYS HELD BY
  PAYING AGENT

  	
   

  	
  54

  
	
   

  	
  SECTION 10.4 RETURN OF MONEYS HELD BY TRUSTEE
  AND PAYING AGENT UNCLAIMED FOR TWO YEARS

  	
   

  	
  54

  
	
   

  	
  SECTION 10.5 INDEMNITY FOR U.S. GOVERNMENT OF
  OBLIGATIONS

  	
   

  	
  54

  
	
   

  	
  SECTION 10.6 EFFECT ON SUBORDINATION
  PROVISIONS

  	
   

  	
  54

  



 


iii

















 


	
  ARTICLE
  XI MISCELLANEOUS PROVISIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.1 INCORPORATORS, STOCKHOLDERS,
  OFFICERS AND DIRECTORS OF ISSUER EXEMPT FROM INDIVIDUAL LIABILITY

  	
   

  	
  55

  
	
   

  	
  SECTION 11.2 PROVISIONS OF INDENTURE FOR THE
  SOLE BENEFIT OF PARTIES AND HOLDERS OF SECURITIES AND COUPONS

  	
   

  	
  55

  
	
   

  	
  SECTION 11.3 SUCCESSORS AND ASSIGNS OF ISSUER
  BOUND BY INDENTURE

  	
   

  	
  55

  
	
   

  	
  SECTION 11.4 NOTICES AND DEMANDS ON ISSUER,
  TRUSTEE AND HOLDERS OF SECURITIES AND COUPONS

  	
   

  	
  55

  
	
   

  	
  SECTION 11.5 OFFICER’S CERTIFICATES AND
  OPINIONS OF COUNSEL; STATEMENTS TO BE CONTAINED THEREIN

  	
   

  	
  56

  
	
   

  	
  SECTION 11.6 PAYMENTS DUE ON SATURDAYS,
  SUNDAYS AND HOLIDAYS

  	
   

  	
  57

  
	
   

  	
  SECTION 11.7 CONFLICT OF ANY PROVISION OF
  INDENTURE WITH TRUST INDENTURE ACT

  	
   

  	
  58

  
	
   

  	
  SECTION 11.8 NEW YORK LAW TO GOVERN; WAIVER
  OF JURY TRIAL

  	
   

  	
  58

  
	
   

  	
  SECTION 11.9 COUNTERPARTS

  	
   

  	
  58

  
	
   

  	
  SECTION 11.10 EFFECT OF HEADINGS

  	
   

  	
  58

  
	
   

  	
  SECTION 11.11 SECURITIES IN A FOREIGN
  CURRENCY

  	
   

  	
  58

  
	
   

  	
  SECTION 11.12 JUDGMENT CURRENCY

  	
   

  	
  60

  
	
   

  	
  SECTION 11.13 AGREEMENT TO SUBORDINATE

  	
   

  	
  60

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  XII REDEMPTION OF SECURITIES AND SINKING FUNDS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 12.1 APPLICABILITY OF ARTICLE

  	
   

  	
  60

  
	
   

  	
  SECTION 12.2 NOTICE OF REDEMPTION; PARTIAL
  REDEMPTIONS

  	
   

  	
  60

  
	
   

  	
  SECTION 12.3 PAYMENT OF SECURITIES CALLED FOR
  REDEMPTION

  	
   

  	
  62

  
	
   

  	
  SECTION 12.4 EXCLUSION OF CERTAIN SECURITIES
  FROM ELIGIBILITY FOR SELECTION FOR REDEMPTION

  	
   

  	
  63

  
	
   

  	
  SECTION 12.5
  MANDATORY AND OPTIONAL SINKING FUNDS

  	
   

  	
  63

  



 


iv














 


THIS INDENTURE, dated as of
[                    ],
by and between DINEEQUITY, INC., a Delaware corporation (the “Issuer”), and
[                              ],
as trustee (the “Trustee”),


 


W I T N E S S E T H:


 


WHEREAS, the Issuer has duly authorized the issue from time to time of
its unsecured debentures, notes or other evidences of indebtedness to be issued
in one or more series (the “Securities”) up to such principal amount or amounts
as may from time to time be authorized in accordance with the terms of this
Indenture;


 


WHEREAS, the Issuer has duly authorized the execution and delivery of
this Indenture to provide, among other things, for the authentication, delivery
and administration of the Securities; and


 


WHEREAS, all things necessary to make this Indenture a valid indenture
and agreement according to its terms have been done;


 


NOW, THEREFORE:


 


In consideration of the premises and the purchases of the Securities by
the holders thereof, the Issuer and the Trustee mutually covenant and agree for
the equal and proportionate benefit of the respective holders from time to time
of the Securities and of the coupons, if any, appertaining thereto as follows:


 


ARTICLE I


 


DEFINITIONS


 


SECTION 1.1 CERTAIN TERMS DEFINED.  The
following terms (except as otherwise expressly provided or unless the context
otherwise clearly requires) for all purposes of this Indenture and of any
indenture supplemental hereto shall have the respective meanings specified in
this Section.  All other terms used in
this Indenture that are defined in the Trust Indenture Act of 1939, as amended
(the “Trust Indenture Act”), or the definitions of which in the Securities Act
of 1933, as amended (the “Securities Act”), are referred to in the Trust
Indenture Act, including terms defined therein by reference to the Securities
Act (except as herein otherwise expressly provided or unless the context
otherwise requires), shall have the meaning assigned to such terms in the Trust
Indenture Act and in the Securities Act as in effect from time to time.  All accounting terms used herein and not
expressly defined shall have the meanings assigned to such terms in accordance
with generally accepted accounting principles, and the term “generally accepted
accounting principles” means such accounting principles as are generally
accepted at the time of any computation unless a different time shall be
specified with respect to such series of Securities as provided for in
Section 2.3.  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.  The terms defined in this
Article have the meanings assigned to them in this Article and
include the plural as well as the singular.


 


“Affiliate” has the same meaning as given to that term in Rule 405
of the Securities Act or any successor provision.


 


1

















 


“Authenticating Agent” shall have the meaning set forth in
Section 6.15.


 


“Authorized Newspaper” means a newspaper (which, in the case of The City
of New York, will, if practicable, be The
Wall Street Journal (Eastern Edition), in the case of the United
Kingdom of Great Britain and Northern Ireland (the “United Kingdom”), will, if
practicable, be The Financial Times
(London Edition) and, in the case of the Grand Duchy of Luxembourg
(“Luxembourg”), will, if practicable, be the Luxemburger
Wort) published in an official or common language of the country of
publication customarily published at least once a day for at least five days in
each calendar week and of general circulation in The City of New York, the
United Kingdom or Luxembourg, as applicable. 
If it shall be impractical in the opinion of the Trustee to make any
publication of any notice required hereby in an Authorized Newspaper, any
publication or other notice in lieu thereof which is made or given with the
approval of the Trustee shall constitute a sufficient publication of such
notice.


 


“Board of Directors” means either the Board of Directors of the Issuer
or any committee of such Board duly authorized to act on its behalf.


 


“Board Resolution” means a copy of one or more resolutions, certified by
the secretary or an assistant secretary of the Issuer to have been duly adopted
or consented to by the Board of Directors and to be in full force and effect,
and delivered to the Trustee.


 


“Business Day” means, with respect to any Security, a day that is not a
day on which banking institutions in the city (or in any of the cities, if more
than one) in which amounts are payable, as specified in the form of such
Security, are authorized or required by any applicable law or regulation to be
closed.


 


“Capital Stock” means, with respect to any corporation, any and all
shares, interests, rights to purchase (other than convertible or exchangeable
indebtedness that is not itself otherwise capital stock), warrants, options,
participations or other equivalents of or interests (however designated) in
stock issued by that corporation.


 


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


 


“Corporate Trust Office” means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, as of the date of this Indenture,
located at
[                          ].


 


“Coupon” means any interest coupon appertaining to an Unregistered
Security.


 


“Covenant Defeasance” shall have the meaning set forth in
Section 10.1(C).


 


“Depositary” means, with respect to the Securities of any series
issuable or issued in the form of one or more Registered Global Securities, the
Person designated as Depositary by the Issuer pursuant to Section 2.3
until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Depositary” shall mean or include


 


2

















 


each Person who is then a Depositary hereunder, and if at any time there
is more than one such Person, “Depositary” as used with respect to the
Securities of any such series shall mean the Depositary with respect to the
Registered Global Securities of that series.


 


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


 


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


 


“Event of Default” means any event or condition specified as such in
Section 5.1.


 


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


 


“Fair Value” when used with respect to any Voting Equity Interests of
the Issuer means the fair value as determined in good faith by the Board of
Directors of the Issuer.


 


“Foreign Currency” means any coin, currency, currency unit or composite
currency, including, without limitation, the euro, issued by the government of
one or more countries,  other than the
United States of America or by any internationally recognized union,
confederation or association of such governments.


 


“Holder,” “Holder of Securities,” “Securityholder” or any other similar
terms mean (a) in the case of any Registered Security, the person in whose
name such Security is registered in the security register kept by the Issuer
for that purpose in accordance with the terms hereof, and (b) in the case
of any Unregistered Security, the bearer of such Security, or any Coupon
appertaining thereto, as the case may be.


 


“Indenture” means this instrument as originally executed and delivered
or, if amended or supplemented as herein provided, as so amended or
supplemented or both, and shall include the forms and terms of particular
series of Securities established as contemplated hereunder, provided, that, if at any time more than
one Person is acting as Trustee under this instrument, “Indenture” shall mean,
with respect to one or more series of Securities for which such person is
trustee, this instrument as originally executed and delivered or, if amended or
supplemented as herein provided, as so amended or supplemented or both, and
shall include the forms and terms of those particular series of Securities for
which such Person is Trustee established as contemplated hereunder, exclusive,
however, of any provisions or terms which relate solely to other series of
Securities for which such person is not Trustee, regardless of when such terms
or provisions were adopted.


 


“IRS” means the Internal Revenue Service of the United States Department
of the Treasury, or any successor entity.


 


“Issuer” means (except as otherwise provided in Article IX)
DineEquity, Inc., a Delaware corporation, and, subject to Article IX,
its successors and assigns.


 


3

















 


“Issuer Order” means a written statement, request or order of the Issuer
signed in its name by the chairman of the Board of Directors, the president,
any vice president or the treasurer of the Issuer.


 


“Judgment Currency” has the meaning set forth in Section 11.12.


 


“Market Exchange Rate” has the meaning set forth in Section 11.11.


 


“New York Banking Day” has the meaning set forth in Section 11.12.


 


“Non-U.S. Person” means any person that is not a “U.S. person” as such
term is defined in Rule 902 of the Securities Act.


 


“Officer’s Certificate” means a certificate signed by the chairman of
the Board of Directors, the president or any vice president or the treasurer of
the Issuer and delivered to the Trustee. 
Each such certificate shall comply with Section 314 of the Trust
Indenture Act and include the statements provided for in Section 11.5.


 


“Opinion of Counsel” means an opinion in writing signed by legal counsel
who may be an employee of the Issuer or other counsel reasonably satisfactory
to the Trustee.  Each such opinion shall
comply with Section 314 of the Trust Indenture Act and include the
statements provided for in Section 11.5.


 


“Original Issue Date” of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any
Security (or portion thereof) for which such Security was issued (directly or
indirectly) on registration of transfer, exchange or substitution.


 


“Original Issue Discount Security” means any Security that provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to
Section 5.1.


 


“Outstanding” (except as otherwise provided in Section 7.4), when
used with reference to Securities, means, subject to the provisions of
Section 7.4, as of any particular time, all Securities authenticated and
delivered by the Trustee under this Indenture, except:


 


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


 


(b)                                 Securities, or portions thereof, for the payment or
redemption of which moneys or U.S. Government Obligations (as provided for in
Section 10.1) in the necessary amount shall have been deposited in trust
with the Trustee or with any paying agent (other than the Issuer) or shall have
been set aside, segregated and held in trust by the Issuer for the Holders of
such Securities (if the Issuer shall act as its own paying agent), provided,
that if such Securities, or portions thereof, are to be redeemed prior to the
maturity thereof, notice of such redemption shall have been given as herein provided,
or provisions satisfactory to the Trustee shall have been made for giving such
notice; and


 


4

















 


(c)                                  Securities which shall have been paid or in
substitution for which other Securities shall have been authenticated and
delivered pursuant to the terms of Section 2.9 (except with respect to any
such Security as to which proof satisfactory to the Trustee is presented that
such Security is held by a person in whose hands such Security is a legal, valid
and binding obligation of the Issuer).


 


In determining whether the Holders of the requisite principal amount of
Outstanding Securities of any or all series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a
declaration of acceleration of the maturity thereof pursuant to
Section 5.1.


 


“Periodic Offering” means an offering of Securities of a series from
time to time, the specific terms of which Securities, including, without
limitation, the rate or rates of interest, if any, thereon, the stated maturity
or maturities thereof and the redemption provisions, if any, with respect
thereto, are to be determined by the Issuer or its agents upon the issuance of
such Securities.


 


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


 


“principal” whenever used with reference to the Securities or any
Security or any portion thereof, shall be deemed to include “and premium, if
any,” provided, however, that such inclusion of premium, if any, shall under no
circumstances result in the double counting of such premium for the purpose of
any calculation required hereunder.


 


“record date” shall have the meaning set forth in Section 2.7.


 


“Registered Global Security” means a Security evidencing all or a part
of a series of Registered Securities, issued to the Depositary for such series
in accordance with Section 2.4, and bearing the legend prescribed in
Section 2.4 and any other legend required by the Depositary for such
series.


 


“Registered Security” means any Security registered on the Security
register of the Issuer.


 


“Required Currency” shall have the meaning set forth in
Section 11.12.


 


“Responsible Officer” when used with respect to the Trustee means any
vice president (whether or not designated by numbers or words added before or
after the title “Vice President”), any assistant trust officer, any assistant
vice president, any assistant treasurer, or any other officer or assistant
officer of the Trustee customarily performing functions similar to those
performed by the persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of his or her
knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Indenture.


 


5

















 


“Security” or “Securities” (except as otherwise provided in
Section 7.4) has the meaning stated in the first recital of this
Indenture, or, as the case may be, Securities that have been authenticated and
delivered under this Indenture.


 


“Securities Act” means the Securities Act of 1933, as amended.


 


“Senior Indebtedness”, when used with respect to the Subordinated
Securities of any series, shall have the meaning established pursuant to
Subsection 2.3(9) with respect to the Subordinated Securities of such
series.


 


“Senior Securities” means Securities other than Subordinated Securities.


 


“Subordinated Securities” means Securities that by the terms established
pursuant to Subsection 2.3(9) are subordinated in right of payment to
Senior Indebtedness of the Issuer.


 


“Subordination Provisions”, when used with respect to the
Subordinated  Securities of any series,
shall have the meaning established pursuant to Subsection 2.3(9)  with
respect to the Subordinated Securities of such series.


 


“Subsidiary,” with respect to any Person, means (i) a corporation a
majority of whose Voting Equity Interests is at the time, directly or
indirectly, owned by such Person, by such Person and one or more Subsidiaries
of such Person or by one or more Subsidiaries of such Person, (ii) any
other Person (other than a corporation) in which such Person, one or more
Subsidiaries of such Person, or such Person and one or more Subsidiaries of
such Person, directly or indirectly, at the date of determination thereof has
at least majority ownership interest, or (iii) a partnership in which such
Person or a Subsidiary of such Person is, at the time, a general partner.


 


“Trustee” means the Person identified as “Trustee” in the first
paragraph hereof and, subject to the provisions of Article VI, shall also
include any successor trustee.  “Trustee”
shall also 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 the
Securities of such series.


 


“Unregistered Security” means any Security other than a Registered
Security.


 


“U.S. Government Obligations” shall have the meaning set forth in
Section 10.1(A).


 


“Voting Equity Interests” means Equity Interests which at the time are entitled
to vote in the election of, as applicable, directors, members or partners
generally; provided, that, for
the purposes hereof, Equity Interests that carry only the right to vote
conditionally on the happening of an event shall not be considered Voting
Equity Interests whether or not such event shall have happened.


 


“Yield to Maturity” means the yield to maturity on a series of
securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent


 


6

















 


redetermination of interest on such series, and calculated in accordance
with accepted financial practice.


 


ARTICLE II


 


SECURITIES


 


SECTION 2.1  FORMS GENERALLY.  The
Securities of each series and the Coupons, if any, to be attached thereto shall
be substantially in such form (not inconsistent with this Indenture) as shall
be established by or pursuant to one or more Board Resolutions (as set forth in
a Board Resolution or, to the extent established pursuant to but not set forth in
a Board Resolution, an Officer’s Certificate detailing such establishment) 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 imprinted or otherwise
reproduced thereon such legend or legends or endorsements, not inconsistent
with the provisions of this Indenture, as may be required to comply with any
law or with any rules or regulations pursuant thereto, or with any
rules of any securities exchange or to conform to general usage, all as
may be determined by the officers executing such Securities and Coupons, if
any, as evidenced by their execution of such Securities and Coupons.


 


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


 


SECTION 2.2 FORM OF TRUSTEE’S CERTIFICATE
OF AUTHENTICATION.  The Trustee’s certificate of authentication
on all Securities shall be in substantially the following form:


 


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


 


	
   

  	
  [                            ],
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  Dated:

  	
   

  	
  ”

  



 


If at any time there shall be an Authenticating Agent appointed with
respect to any series of Securities, then the Trustee’s Certificate of
Authentication to be borne by the Securities of each such series shall be
substantially as follows:


 


7

















 


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


 


	
   

  	
   

  	 

	
   

  	
  as Authenticating Agent

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	 
	
   

  	
  By

  
	
   

  	
   

  	 

	
   

  	
  Authorized Signatory”

  	 

				



 


SECTION 2.3 AMOUNT UNLIMITED; ISSUABLE IN
SERIES. 
The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.


 


The Securities may be issued in one or more series.  There shall be established in or pursuant to
one or more Board Resolutions (and to the extent established pursuant to but
not set forth in a Board Resolution, in an Officer’s Certificate detailing such
establishment) or established in one or more indentures supplemental hereto,
prior to the initial issuance of Securities of any series,


 


(1)                                  the designation of the Securities of the series,
which shall distinguish the Securities of the series from the Securities of all
other series, and which may be part of a series of Securities previously
issued;


 


(2)                                  any limit upon the aggregate principal amount of
the Securities of the series that may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of, transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 2.8, 2.9, 2.11, 8.5 or 12.3);


 


(3)                                  if other than Dollars, the Foreign Currency or
Foreign Currencies in which the Securities of the series are denominated;


 


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


 


(5)                                  the rate or rates at which the Securities of the
series shall bear interest, if any, the date or dates from which such interest
shall accrue, on which such interest shall be payable, the terms and conditions
of any deferral of interest and the additional interest, if any, thereon, the
right, if any, of the Issuer to extend the interest payment periods and the
duration of the extensions and (in the case of Registered Securities) the date
or dates on which a record shall be taken for the determination of Holders to
whom interest is payable and/or the method by which such rate or rates or date
or dates shall be determined;


 


(6)                                  the place or places where and the manner in which,
the principal of and any interest on Securities of the series shall be payable,
if other than as provided in Section 3.2;


 


8

















 


(7)                                  the right, if any, of the Issuer to redeem
Securities, in whole or in part, at its option and the period or periods within
which, or the date or dates on which, the price or prices at which and any
terms and conditions upon which Securities of the series may be so redeemed,
pursuant to any sinking fund or otherwise;


 


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


 


(9)                                  if the Securities of such series are Subordinated
Securities, the terms pursuant to which the Securities of such series will be
made subordinate in right of payment to Senior Indebtedness and the definition
of such Senior Indebtedness with respect to such series (in the absence of an
express statement to the effect that the Securities of such series are
subordinate in right of payment to all such Senior Indebtedness, the Securities
of such series shall not be subordinate to Senior Indebtedness and shall not
constitute Subordinated Securities); and, in the event that the Securities of
such series are Subordinated Securities, such Board Resolution, Officer’s
Certificate or supplemental indenture, as the case may be, establishing the
terms of such series shall expressly state which articles, sections or other
provisions thereof constitute the “Subordination Provisions” with respect to
the Securities of such series;


 


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


 


(11)                            the percentage of the principal amount at which the
Securities will be issued, and, if other than the principal amount thereof, the
portion of the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the maturity thereof and the terms
and conditions of any acceleration;


 


(12)                            if other than the coin, currency or currencies in
which the Securities of the series are denominated, the coin, currency or
currencies in which payment of the principal of or interest on the Securities
of such series shall be payable, including composite currencies or currency
units;


 


(13)                            if the principal of or interest on the Securities
of the series are to be payable, at the election of the Issuer or a Holder
thereof, in a coin or currency other than that in which the Securities are
denominated, the period or periods within which, and the terms and conditions
upon which, such election may be made;


 


(14)                            if the amount of payments of principal of and
interest on the Securities of the series may be determined with reference to an
index or formula based on a coin, currency, composite currency or currency unit
other than that in which the Securities of the series are denominated, the
manner in which such amounts shall be determined;


 


9

















 


(15)                            whether the Securities of the series will be
issuable as Registered Securities (and if so, whether such Securities will be
issuable as Registered Global Securities) or Unregistered Securities (with or
without Coupons), or any combination of the foregoing, any restrictions
applicable to the offer, sale or delivery of Unregistered Securities or the
payment of interest thereon and, if other than as provided in Section 2.8,
the terms upon which Unregistered Securities of any series may be exchanged for
Registered Securities of such series and vice versa;


 


(16)                            whether and under what circumstances the Issuer
will pay additional amounts on the Securities of the series held by a person
who is not a U.S. person in respect of any tax, assessment or governmental
charge withheld or deducted and, if so, whether the Issuer will have the option
to redeem the Securities of the series rather than pay such additional amounts;


 


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


 


(18)                            any trustees, depositaries, authenticating or
paying agents, transfer agents or registrars of any other agents with respect
to the Securities of such series;


 


(19)                            any deletion from, modification of or addition to
the Events of Default or covenants with respect to the Securities of such
series;


 


(20)                            if the Securities of the series are to be
convertible into or exchangeable for any other security or property of the
Issuer, including, without limitation, securities of another Person held by the
Issuer or its Affiliates and, if so, the terms thereof; and


 


(21)                            any other terms of the series.


 


All Securities of any one series and Coupons, if any, appertaining
thereto shall be substantially identical, except in the case of Registered
Securities as to denomination and except as may otherwise be provided by or
pursuant to the Board Resolution or Officer’s Certificate referred to above or
as set forth in any indenture supplemental hereto.  All Securities of any one series need not be
issued at the same time and may be issued from time to time without consent of
any Holder, consistent with the terms of this Indenture, if so provided by or
pursuant to such Board Resolution, such Officer’s Certificate or in any
indenture supplemental hereto.


 


SECTION 2.4 AUTHENTICATION AND DELIVERY OF
SECURITIES.  The Issuer may deliver Securities of any
series having attached thereto appropriate Coupons, if any, executed by the
Issuer to the Trustee for authentication together with the applicable documents
referred to below in this Section 2.4, and the Trustee shall thereupon
authenticate and deliver such Securities and Coupons, if any, to or upon the
order of the Issuer (contained in the Issuer Order referred to below in this
Section) or pursuant to such procedures acceptable to the Trustee and to such
recipients as may be specified from time to time by an Issuer Order.  The maturity date, original issue date,
interest rate and any other terms of the Securities of such series and Coupons,
if any, appertaining thereto shall be determined by or pursuant to such Issuer


 


10














 


Order and procedures.  If provided
for in such procedures, such Issuer Order may authorize authentication and
delivery pursuant to oral or electronic instructions from the Issuer or its
duly authorized agent or agents, which instructions, if oral, shall be promptly
confirmed in writing.  In authenticating
such Securities and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to
receive (in the case of subparagraphs (2), (3) and (4) below only at
or before the time of the first request of the Issuer to the Trustee to
authenticate Securities of such series) and (subject to Section 6.1) shall
be fully protected in relying upon, the following enumerated documents unless
and until such documents have been superseded or revoked:


 


(1)                                  an Issuer Order requesting such authentication and
setting forth delivery instructions if the Securities and Coupons, if any, are
not to be delivered to the Issuer, provided
that, with respect to Securities of a series subject to a Periodic Offering,
(a) such Issuer Order may be delivered by the Issuer to the Trustee prior
to the delivery to the Trustee of such Securities for authentication and
delivery, (b) the Trustee shall authenticate and deliver Securities of
such series for original issue from time to time, in an aggregate principal
amount not exceeding the aggregate principal amount established for such
series, pursuant to an Issuer Order or pursuant to procedures acceptable to the
Trustee as may be specified from time to time by an Issuer Order, (c) the
maturity date or dates, original issue date or dates, interest rate or rates
and any other terms of Securities of such series shall be determined by an
Issuer Order or pursuant to such procedures and (d) if provided for in
such procedures, such Issuer Order may authorize authentication and delivery
pursuant to oral or electronic instructions from the Issuer or its duly
authorized agent or agents, which instructions, if oral, shall be promptly
confirmed in writing;


 


(2)                                  any Board Resolution, Officer’s Certificate and/or
executed supplemental indenture referred to in Section 2.1 and 2.3 by or
pursuant to which the forms and terms of the Securities and Coupons, if any,
were established;


 


(3)                                  an Officer’s Certificate setting forth the form or
forms and terms of the Securities and Coupons, if any, stating that the form or
forms and terms of the Securities and Coupons, if any, have been established
pursuant to Sections 2.1 and 2.3 and comply with this Indenture, and covering
such other matters as the Trustee may reasonably request; and


 


(4)                                  At the option of the Issuer, either one or more
Opinions of Counsel, or a letter addressed to the Trustee permitting it to rely
on one or more Opinions of Counsel, substantially to the effect that:


 


(a)                                  the form or forms of the Securities and Coupons, if
any, have been duly authorized and established in conformity with the
provisions of this Indenture;


 


(b)                                 in the case of an underwritten offering, the terms
of the Securities have been duly authorized and established in conformity with
the provisions of this Indenture, and, in the case of an offering that is not
underwritten, certain


 


11

















 


terms of the Securities have been
established pursuant to a Board Resolution, an Officer’s Certificate or a
supplemental indenture in accordance with this Indenture, and when such other
terms as are to be established pursuant to procedures set forth in an Issuer
Order shall have been established, all such terms will have been duly
authorized by the Issuer and will have been established in conformity with the
provisions of this Indenture; and


 


(c)                                  such Securities and Coupons, if any, when executed
by the Issuer and authenticated by the Trustee in accordance with the
provisions of this Indenture and delivered to and duly paid for by the
purchasers thereof, and subject to any conditions specified in such Opinion of
Counsel, will have been duly issued under this Indenture, will be entitled to
the benefits of this Indenture, and will be valid and binding obligations of
the Issuer, enforceable in accordance with their respective terms except as the
enforceability thereof may be limited by (i) bankruptcy, insolvency,
reorganization, liquidation, moratorium, fraudulent transfer or similar laws
affecting creditors’ rights generally, (ii) rights of acceleration, if
any, and (iii) the availability of equitable remedies may be limited by
equitable principles of general applicability and such counsel need express no opinion
with regard to the enforceability of Section 6.6 or of a judgment
denominated in a currency other than Dollars.


 


In rendering such opinions, any counsel may qualify any opinions as to
enforceability by stating that such enforceability may be limited by
bankruptcy, insolvency, reorganization, liquidation, moratorium, fraudulent
transfer and other similar laws affecting the rights and remedies of creditors
and is subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).  Any counsel may state that such opinions are
limited to matters arising under the laws of the State of New York and the
General Corporation Law of the State of Delaware.  Such counsel may rely upon opinions of other
counsel (copies of which shall be delivered to the Trustee) reasonably
satisfactory to the Trustee, in which case the opinion shall state that such
counsel believes he and the Trustee are entitled so to rely.  Such counsel may also state that, insofar as
such opinion involves factual matters, he has relied, to the extent he deems
proper, upon certificates of officers of the Issuer and its subsidiaries and
certificates of public officials.


 


The Trustee shall have the right to decline to authenticate and deliver
any Securities under this section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken by the Issuer or if the
Trustee in good faith by a trust committee of Responsible Officers shall
determine that such action would expose the Trustee to personal liability to
existing Holders or would affect the Trustee’s own rights, duties or immunities
under the Securities, this Indenture or otherwise.


 


If the Issuer shall establish pursuant to Section 2.3 that the Securities
of a series are to be issued in the form of one or more Registered Global
Securities, then the Issuer shall execute and the Trustee shall, in accordance
with this Section and the Issuer Order with respect to such series,
authenticate and deliver one or more Registered Global Securities that
(i) shall represent and shall be denominated in an amount equal to the
aggregate principal amount of all of the Securities of such series issued and
not yet cancelled, (ii) shall be registered in the name of


 


12

















 


the Depositary for such Registered Global Security or Securities or the
nominee of such Depositary, (iii) shall be delivered by the Trustee to
such Depositary or delivered or held pursuant to such Depositary’s instructions
and (iv) shall bear a legend substantially to the following effect:  “Unless and until it is exchanged in whole or
in part for Securities in definitive registered form, this Security may not be transferred
except as a whole by the Depositary to the nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary.”


 


Each Depositary designated pursuant to Section 2.3 must, at the
time of its designation and at all times while it serves as Depositary, be a
clearing agency registered under the Exchange Act and any other applicable
statute or regulation.


 


SECTION 2.5 EXECUTION OF SECURITIES.  The
Securities and each Coupon appertaining thereto, if any, shall be signed on
behalf of the Issuer by the chairman or vice chairman of its Board of Directors
or its president, or any executive (senior or other), a vice president or its
treasurer, which may, but need not, be attested.  Such signatures may be the manual or
facsimile signatures of the present or any future such officers.  The seal of the Issuer may be in the form of
a facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities. 
Typographical and other minor errors or defects in any such reproduction
of the seal or any such signature shall not affect the validity or
enforceability of any Security that has been duly authenticated and delivered
by the Trustee.


 


In case any officer of the Issuer who shall have signed any of the
Securities or Coupons, if any, shall cease to be such officer before the
Security or Coupon so signed (or the Security to which the Coupon so signed
appertains) shall be authenticated and delivered by the Trustee or disposed of
by the Issuer, such Security or Coupon nevertheless may be authenticated and
delivered or disposed of as though the person who signed such Security or
Coupon had not ceased to be such officer of the Issuer; and any Security or
Coupon may be signed on behalf of the Issuer by such persons as, at the actual
date of the execution of such Security or Coupon, shall be the proper officers
of the Issuer, although at the date of the execution and delivery of this Indenture
any such person was not such an officer.


 


SECTION 2.6 CERTIFICATE OF AUTHENTICATION.  Only such
Securities as shall bear thereon a certificate of authentication substantially
in the form hereinbefore recited, executed by the Trustee by the manual signature
of one of its authorized signatories, shall be entitled to the benefits of this
Indenture or be valid or obligatory for any purpose.  No Coupon shall be entitled to the benefits
of this Indenture or shall be valid and obligatory for any purpose until the
certificate of authentication on the Security to which such Coupon appertains
shall have been duly executed by the Trustee. 
The execution of such certificate by the Trustee upon any Security
executed by the Issuer shall be conclusive evidence that the Security so
authenticated has been duly authenticated and delivered hereunder and that the
Holder is entitled to the benefits of this Indenture.


 


SECTION 2.7 DENOMINATION AND DATE OF
SECURITIES; PAYMENT OF INTEREST.  The Securities of each series
shall be issuable as Registered Securities or Unregistered Securities in
denominations established as contemplated by Section 2.3


 


13

















 


or, with respect to the Registered Securities of any series, if not so
established, in denominations of $1,000 and any integral multiple thereof.  If denominations of Unregistered Securities
of any series are not so established, such Securities shall be issuable in
denominations of $1,000 and $5,000.  The
Securities of each series shall be numbered, lettered or otherwise
distinguished in such manner or in accordance with such plan as the officers of
the Issuer executing the same may determine with the approval of the Trustee,
as evidenced by the execution and authentication thereof.


 


Each Registered Security shall be dated the date of its
authentication.  Each Unregistered
Security shall be dated as provided in the Board Resolution referred to in
Section 2.3.  The Securities of each
series shall bear interest, if any, from the date, and such interest shall be
payable on the dates, established as contemplated by Section 2.3.


 


The person in whose name any Registered Security of any series is
registered at the close of business on any record date applicable to a
particular series with respect to any interest payment date for such series
shall be entitled to receive the interest, if any, payable on such interest
payment date notwithstanding any transfer or exchange of such Registered
Security subsequent to the record date and prior to such interest payment date,
except if and to the extent the Issuer shall default in the payment of the
interest due on such interest payment date for such series, in which case such
defaulted interest shall be paid to the persons in whose names Outstanding Registered
Securities for such series are registered at the close of business on a
subsequent record date (which shall be not less than five Business Days prior
to the date of payment of such defaulted interest) established by notice given
by mail by or on behalf of the Issuer to the Holders of Registered Securities
not less than 15 days preceding such subsequent record date.  The term “record date” as used with respect
to any interest payment date (except a date for payment of defaulted interest)
for the Securities of any series shall mean the date specified as such in the
terms of the Registered Securities of such series established as contemplated
by Section 2.3, or, if no such date is so established, if such interest
payment date is the first day of a calendar month, the fifteenth day of the
preceding calendar month or, if such interest payment date is the fifteenth day
of a calendar month, the first day of such calendar month, whether or not such
record date is a Business Day.


 


SECTION 2.8 REGISTRATION, TRANSFER AND
EXCHANGE.  The Issuer will keep at each office or agency
to be maintained for the purpose as provided in Section 3.2 for each
series of Securities a register or registers in which, subject to such
reasonable regulations as the Issuer may prescribe, it will provide for the
registration of Registered Securities of such series and the registration of
transfer of Registered Securities of such series.  Such register shall be in written form in the
English language or in any other form capable of being converted into such form
within a reasonable time.  At all
reasonable times such register or registers shall be open for inspection by the
Trustee.


 


Upon due presentation for registration of transfer of any Registered
Security of any series at any such office or agency to be maintained for the
purpose as provided in Section 3.2, the Issuer shall execute and the
Trustee shall authenticate and deliver in the name of the transferee or
transferees a new Registered Security or Registered Securities of the same series,
maturity date, interest rate and original issue date in authorized
denominations for a like aggregate principal amount.


 


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Unregistered Securities (except for any temporary global Unregistered
Securities) and Coupons (except for Coupons attached to any temporary global
Unregistered Securities) shall be transferable by delivery.


 


At the option of the Holder thereof, Registered Securities of any series
(other than a Registered Global Security, except as set forth below) may be
exchanged for a Registered Security or Registered Securities of such series
having authorized denominations and an equal aggregate principal amount, upon
surrender of such Registered Securities to be exchanged at the agency of the Issuer
that shall be maintained for such purpose in accordance with Section 3.2
and upon payment, if the Issuer shall so require, of the charges hereinafter
provided.  If the Securities of any
series are issued in both registered and unregistered form, at the option of
the Holder thereof, except as otherwise specified pursuant to Section 2.3,
Unregistered Securities of any series may be exchanged for Registered
Securities of such series having authorized denominations and an equal
aggregate principal amount, upon surrender of such Unregistered Securities to
be exchanged at the agency of the Issuer that shall be maintained for such
purpose in accordance with Section 3.2, with, in the case of Unregistered
Securities that have Coupons attached, all unmatured Coupons and all matured
Coupons in default thereto appertaining, and upon payment, if the Issuer shall
so require, of the charges hereinafter provided.  At the option of the Holder thereof, if
Unregistered Securities of any series, maturity date, interest rate and
original issue date are issued in more than one authorized denomination, except
as otherwise specified pursuant to Section 2.3, such Unregistered
Securities may be exchanged for Unregistered Securities of such series having
authorized denominations and an equal aggregate principal amount, upon
surrender of such Unregistered Securities to be exchanged at the agency of the
Issuer that shall be maintained for such purpose in accordance with
Section 3.2 or as specified pursuant to Section 2.3, with, in the
case of Unregistered Securities that have Coupons attached, all unmatured
Coupons and all matured Coupons in default thereto appertaining, and upon
payment, if the Issuer shall so require, of the charges hereinafter provided.  Registered Securities of any series may not
be exchanged for Unregistered Securities of such series unless
(1) otherwise specified pursuant to Section 2.3 and (2) the
Issuer has delivered to the Trustee an Opinion of Counsel that (x) the
Issuer has received from the IRS a ruling or (y) since the date hereof,
there has been a change in the applicable United States Federal income tax law,
in either case to the effect that the inclusion of terms permitting Registered
Securities to be exchanged for Unregistered Securities would result in no
United States Federal income tax effect adverse to the Issuer or to any
Holder.  Whenever any Securities are so
surrendered for exchange, the Issuer shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange
is entitled to receive.  All Securities
and Coupons, if any, surrendered upon any exchange or transfer provided for in
this Indenture shall be promptly cancelled and disposed of by the Trustee in
accordance with its regular procedures, and the Trustee shall deliver a
certificate of disposition thereof to the Issuer.


 


All Registered Securities presented for registration of transfer,
exchange, redemption or payment shall (if so required by the Issuer or the
Trustee) be duly endorsed, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Issuer and the Trustee duly
executed, by the Holder or his attorney duly authorized in writing.


 


15

















 


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


 


The Issuer shall not be required to exchange or register a transfer of
(a) any Securities of any series for a period of 15 days preceding the
first mailing of notice of redemption of Securities of such series to be
redeemed or (b) any Securities selected, called or being called for
redemption, in whole or in part, except, in the case of any Security to be
redeemed in part, the portion thereof not so to be redeemed.


 


Notwithstanding any other provision of this Section 2.8, unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, a Registered Global Security representing all or a portion of
the Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series
or a nominee of such successor Depositary.


 


If at any time the Depositary for any Registered Securities of a series
represented by one or more Registered Global Securities notifies the Issuer
that it is unwilling or unable to continue as Depositary for such Registered
Securities or if at any time the Depositary for such Registered Securities
shall no longer be eligible under Section 2.4, the Issuer shall appoint a
successor Depositary eligible under Section 2.4 with respect to such
Registered Securities.  If a successor
Depositary eligible under Section 2.4 for such Registered Securities is not
appointed by the Issuer within 90 days after the Issuer receives such notice or
becomes aware of such ineligibility, the Issuer’s election pursuant to
Section 2.3 that such Registered Securities be represented by one or more
Registered Global Securities shall no longer be effective and the Issuer will
execute, and the Trustee, upon receipt of an Officer’s Certificate for the
authentication and delivery of definitive Securities of such series, will
authenticate and deliver, Securities of such series in definitive registered
form without coupons, in any authorized denominations, in an aggregate
principal amount equal to the principal amount of the Registered Global
Security or Securities representing such Registered Securities in exchange for
such Registered Global Security or Securities.


 


The Issuer may at any time and in its sole discretion determine that the
Registered Securities of any series issued in the form of one or more
Registered Global Securities shall no longer be represented by a Registered Global
Security or Securities.  In such event
the Issuer will execute, and the Trustee, upon receipt of any Officer’s
Certificate for the authentication and delivery of definitive Securities of
such series, will authenticate and deliver, Securities of such series in
definitive registered form without coupons, in any authorized denominations, in
an aggregate principal amount equal to the principal amount of the Registered
Global Security or Securities representing such Registered Securities, in
exchange for such Registered Global Security or Securities.


 


If specified by the Issuer pursuant to Section 2.3 with respect to
Securities represented by a Registered Global Security, the Depositary for such
Registered Global Security may surrender such Registered Global Security in
exchange in whole or in part for Securities of 


 


16

















 


the same series in definitive registered form on such terms as are
acceptable to the Issuer and such Depositary. 
Thereupon, the Issuer shall execute, and the Trustee shall authenticate
and deliver, without service charge,


 


(i)                                                             to the Person specified by such Depositary a new
Registered Security or Securities of the same series, of any authorized
denominations as requested by such Person, in an aggregate principal amount
equal to and in exchange for such Person’s beneficial interest in the
Registered Global Security; and


 


(ii)                                  to such Depositary a new Registered Global Security
in a denomination equal to the difference, if any, between the principal amount
of the surrendered Registered Global Security and the aggregate principal
amount of Registered Securities authenticated and delivered pursuant to clause
(i) above.


 


Upon the exchange of a Registered Global Security for Securities in
definitive registered form without coupons, in authorized denominations, such
Registered Global Security shall be cancelled by the Trustee or an agent of the
Issuer or the Trustee.  Securities in
definitive registered form without coupons issued in exchange for a Registered
Global Security pursuant to this Section 2.8 shall be registered in such
names and in such authorized denominations as the Depositary for such
Registered Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee or an agent of
the Issuer or the Trustee.  The Trustee
or such agent shall deliver such Securities to or as directed by the Persons in
whose names such Securities are so registered.


 


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


 


Notwithstanding anything herein or in the terms of any series of
Securities to the contrary, none of the Issuer, the Trustee or any agent of the
Issuer or the Trustee (any of which, other than the Issuer, shall rely on an
Officer’s Certificate and an Opinion of Counsel) shall be required to exchange any
Unregistered Security for a Registered Security if such exchange would result
in United States Federal income tax consequences adverse to the Issuer (such
as, for example, the inability of the Issuer to deduct from its income, as
computed for United States Federal income tax purposes, the interest payable on
the Unregistered Securities) under then applicable United States Federal income
tax laws.


 


The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security (including any transfers between or among Depositary
participants or beneficial owners of interests in any Registered Global
Security) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and
when expressly required by the terms of, this Indenture, and to examine the
same to determine substantial compliance as to form with the express
requirements hereof.


 


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SECTION 2.9 MUTILATED, DEFACED, DESTROYED,
LOST AND STOLEN SECURITIES.  In case any temporary or
definitive Security or any Coupon appertaining to any Security shall be
mutilated, defaced, destroyed, lost or stolen, the Issuer in its discretion may
execute and, upon the written request of any officer of the Issuer, the Trustee
shall authenticate and deliver, a new Security of the same series, maturity
date, interest rate and original issue date, bearing a number or other
distinguishing symbol not contemporaneously outstanding, in exchange and
substitution for the mutilated or defaced Security, or in lieu of and in
substitution for the Security so destroyed, lost or stolen with Coupons
corresponding to the Coupons appertaining to the Securities so mutilated,
defaced, destroyed, lost or stolen, or in exchange or substitution for the
Security to which such mutilated, defaced, destroyed, lost or stolen Coupon
appertained, with Coupons appertaining thereto corresponding to the Coupons so
mutilated, defaced, destroyed, lost or stolen. 
In every case, the applicant for a substitute Security or Coupon shall
furnish to the Issuer and to the Trustee and any agent of the Issuer or the
Trustee such security or indemnity as may be required by them to indemnify and
defend and to save each of them harmless and, in every case of destruction,
loss or theft, evidence to their satisfaction of the destruction, loss or theft
of such Security or Coupon and of the ownership thereof, and in the case of
mutilation or defacement shall surrender the Security and related Coupons to
the Trustee or such agent.


 


Upon the issuance of any substitute Security or Coupon, the Issuer or
the registrar may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) or its agent
connected therewith.  In case any
Security or Coupon which has matured or is about to mature or has been called
for redemption in full shall become mutilated or defaced or be destroyed, lost
or stolen, the Issuer may, instead of issuing a substitute Security, pay or
authorize the payment of the same or the relevant Coupon (without surrender
thereof except in the case of a mutilated or defaced Security or Coupon), if
the applicant for such payment shall furnish to the Issuer and to the Trustee
and any agent of the Issuer or the Trustee such security or indemnity as any of
them may require to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Issuer and
the Trustee and any agent of the Issuer or the Trustee evidence to their
satisfaction of the destruction, loss or theft of such Security or Coupons and
of the ownership thereof.


 


Every substitute Security or Coupon of any series issued pursuant to the
provisions of this Section by virtue of the fact that any such Security or
Coupon is destroyed, lost or stolen shall constitute an additional contractual
obligation of the Issuer, whether or not the destroyed, lost or stolen Security
or Coupon shall be at any time enforceable by anyone and shall be entitled to
all the benefits of (but shall be subject to all the limitations of rights set
forth in) this Indenture equally and proportionately with any and all other
Securities or Coupons of such series duly authenticated and delivered
hereunder.  All Securities and Coupons
shall be held and owned upon the express condition that, to the extent
permitted by law, the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, defaced or destroyed, lost or stolen
Securities and Coupons and shall preclude any and all other rights or remedies
notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement or payment of negotiable instruments
or other securities without their surrender.


 


18

















 


SECTION 2.10 CANCELLATION OF SECURITIES;
DISPOSAL THEREOF.  All Securities and Coupons surrendered for
payment, redemption, registration of transfer or exchange, or for credit
against any payment in respect of a sinking or analogous fund, if any, if
surrendered to the Issuer or any agent of the Issuer or the Trustee or any
agent of the Trustee, shall be delivered to the Trustee or its agent for
cancellation or, if surrendered to the Trustee, shall be cancelled by it; and
no Securities or Coupons shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Indenture.  The Trustee or its agent shall dispose of
cancelled Securities and Coupons held by it in accordance with its regular
procedures and deliver a certificate of disposition to the Issuer.  If the Issuer or its agent shall acquire any
of the Securities or Coupons, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities
or Coupons unless and until the same are delivered to the Trustee or its agent
for cancellation.


 


SECTION 2.11 TEMPORARY SECURITIES.  Pending the
preparation of definitive Securities for any series, the Issuer may execute and
the Trustee shall authenticate and deliver temporary Securities for such series
(printed, lithographed, typewritten or otherwise reproduced, in each case in
form satisfactory to the Trustee). 
Temporary Securities of any series shall be issuable as Registered
Securities without coupons, or as Unregistered Securities with or without
coupons attached thereto, of any authorized denomination, and substantially in
the form of the definitive Securities of such series but with such omissions,
insertions and variations as may be appropriate for temporary Securities, all
as may be determined by the Issuer with the concurrence of the Trustee as
evidenced by the execution and authentication thereof.  Temporary Securities may contain such
references to any provisions of this Indenture as may be appropriate.  Every temporary Security shall be executed by
the Issuer and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive
Securities.  Without unreasonable delay
the Issuer shall execute and shall furnish definitive Securities of such series
and thereupon temporary Registered Securities of such series may be surrendered
in exchange therefor without charge at each office or agency to be maintained
by the Issuer for that purpose pursuant to Section 3.2 and, in the case of
Unregistered Securities, at any agency maintained by the Issuer for such
purpose as specified pursuant to Section 2.3, and the Trustee shall
authenticate and deliver in exchange for such temporary Securities of such series
an equal aggregate principal amount of definitive Securities of the same series
having authorized denominations and, in the case of Unregistered Securities,
having attached thereto any appropriate Coupons.  Until so exchanged, the temporary Securities
of any series shall be entitled to the same benefits under this Indenture as
definitive Securities of such series, unless otherwise established pursuant to
Section 2.3.  The provisions of this
Section are subject to any restrictions or limitations on the issue and
delivery of temporary Unregistered Securities of any series that may be
established pursuant to Section 2.3 (including any provision that
Unregistered Securities of such series initially be issued in the form of a
single global Unregistered Security to be delivered to a depositary or agency
located outside the United States and the procedures pursuant to which
definitive or global Unregistered Securities of such series would be issued in
exchange for such temporary global Unregistered Security).


 


SECTION 2.12 CUSIP NUMBERS.  The Issuer
in issuing the Securities may use “CUSIP” numbers (if then generally in use),
and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a
convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed


 


19

















 


on the Securities or as contained in any notice of a redemption and that
reliance may be place 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 Issuer
will promptly notify the Trustee in writing of any change in the “CUSIP”
numbers.


 


ARTICLE III


 


COVENANTS OF THE
ISSUER


 


SECTION 3.1 PAYMENT OF PRINCIPAL AND INTEREST.  The Issuer
covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay or cause to be paid the principal of, and interest on,
if any, each of the Securities of such series (together with any additional
amounts payable pursuant to the terms of such Securities) at the place or
places, at the respective time or times and in the manner provided in such
Securities and in the Coupons, if any, appertaining thereto and in this
Indenture.  The interest on Securities
with Coupons attached (together with any additional amounts payable pursuant to
the terms of such Securities) shall be payable only upon presentation and
surrender of the several Coupons for such interest installments as are
evidenced thereby as they severally mature. 
If any temporary Unregistered Security provides that interest thereon
may be paid while such Security is in temporary form, the interest on any such
temporary Unregistered Security (together with any additional amounts payable
pursuant to the terms of such Security) shall be paid, as to the installments
of interest evidenced by Coupons attached thereto, if any, only upon
presentation and surrender thereof, and, as to the other installments of
interest, if any, only upon presentation of such Securities for notation
thereon of the payment of such interest, in each case subject to any
restrictions that may be established pursuant to Section 2.3.  The interest, if any, on Registered Securities
(together with any additional amounts payable pursuant to the terms of such
Securities) shall be payable only to or upon the written order of the Holders
thereof and, at the option of the Issuer, may be paid by wire transfer or by
mailing checks for such interest payable to or upon the written order of such
Holders at their last addresses as they appear on the Securities register of
the Issuer.


 


SECTION 3.2 OFFICES FOR PAYMENTS, ETC.  So long as
any Registered Securities are authorized for issuance pursuant to this
Indenture or are outstanding hereunder, the Issuer will maintain in the Borough
of Manhattan, The City of New York, an office or agency where the Registered
Securities of each series may be presented for payment, where the Securities of
each series may be presented for exchange as is provided in this Indenture and,
if applicable, pursuant to Section 2.3 and where the Registered Securities
of each series may be presented for registration of transfer as in this
Indenture provided.


 


The Issuer will maintain one or more offices or agencies in a city or
cities located outside the United States (including any city in which such an
agency is required to be maintained under the rules of any stock exchange
on which the Securities of such series are listed) where the Unregistered
Securities, if any, of each series and Coupons, if any, appertaining thereto
may be presented for payment.  No payment
on any Unregistered Security or Coupon will be made upon presentation of such
Unregistered Security or Coupon at an agency of the


 


20














 


Issuer within the United States, nor will any payment be made by
transfer to an account in, or by mail to an address in, the United States,
unless pursuant to applicable United States laws and regulations then in effect
such payment can be made without tax consequences adverse to the Issuer.  Notwithstanding the foregoing, payments in
Dollars of Unregistered Securities of any series and Coupons appertaining
thereto which are payable in Dollars may be made at an agency of the Issuer
maintained in the Borough of Manhattan, The City of New York if such payment in
Dollars at each agency maintained by the Issuer outside the United States for
payment on such Unregistered Securities is illegal or effectively precluded by
exchange controls or other similar restrictions.


 


The Issuer will maintain in the Borough of Manhattan, The City of New
York, an office or agency where notices and demands to or upon the Issuer in
respect of the Securities of any series, the Coupons appertaining thereto or
this Indenture may be served.


 


The Issuer will give to the Trustee written notice of the location of
each such office or agency and of any change of location thereof.  In case the Issuer shall fail to maintain any
agency required by this Section to be located in the Borough of Manhattan,
The City of New York, or shall fail to give such notice of the location or for
any change in the location of any of the above agencies, presentations and
demands may be made and notices may be served at the designated office of the
Trustee.


 


The Issuer may from time to time designate one or more additional
offices or agencies where the Securities of a series and any Coupons
appertaining thereto may be presented for payment, where the Securities of that
series may be presented for exchange as provided in this Indenture and pursuant
to Section 2.3 and where the Registered Securities of that series may be
presented for registration of transfer as in this Indenture provided, and the
Issuer may from time to time rescind any such designation, as the Issuer may
deem desirable or expedient; provided, that no such designation or rescission
shall in any manner relieve the Issuer of its obligations to maintain the
agencies provided for in this Section. 
The Issuer shall give to the Trustee prompt written notice of any such
designation or rescission thereof.


 


SECTION 3.3 APPOINTMENT TO FILL A VACANCY IN
OFFICE OF TRUSTEE.  The Issuer, whenever necessary to avoid or
fill a vacancy in the office of Trustee, will appoint, in the manner provided
in Section 6.10, a Trustee, so that there shall at all times be a Trustee
with respect to each series of Securities hereunder.


 


SECTION 3.4 PAYING AGENTS.  Whenever
the Issuer shall appoint a paying agent other than the Trustee with respect to
the Securities of any series, it will cause such paying agent to execute and
deliver to the Trustee an instrument in which such agent shall agree with the
Trustee, subject to the provisions of this Section,


 


(a)           that it will hold all sums received by it as such agent
for the payment of the principal of or interest on the Securities of such
series (whether such sums have been paid to it by the Issuer or by any other
obligor on the Securities of such series) in trust for the benefit of the
Holders of the Securities of such series, or Coupons appertaining thereto, if
any, or of the Trustee;


 


21

















 


(b)           that it will give the Trustee notice of any failure by the
Issuer (or by any other obligor on the Securities of such series) to make any
payment of the principal of or interest on the Securities of such series when
the same shall be due and payable; and


 


(c)           that it will pay any such sums so held in trust by it to
the Trustee upon the Trustee’s written request at any time during the
continuance of the failure referred to in the foregoing clause (b).


 


The Issuer will, on or prior to each due date of the principal of or
interest on the Securities of such series, deposit with the paying agent a sum
sufficient to pay such principal or interest so becoming due, and (unless such
paying agent is the Trustee) the Issuer will promptly notify the Trustee of any
failure to take such action.


 


If the Issuer shall act as its own paying agent with respect to the
Securities of any series, it will, on or before each due date of the principal
of or interest on the Securities of such series, set aside, segregate and hold
in trust for the benefit of the Holders of the Securities of such series or the
Coupons appertaining thereto a sum sufficient to pay such principal or interest
so becoming due.  The Issuer will
promptly notify the Trustee of any failure to take such action.


 


Anything in this Section to the contrary notwithstanding, but
subject to Section 10.1, the Issuer may at any time, for the purpose of
obtaining a satisfaction and discharge with respect to one or more or all
series of Securities hereunder, or for any other reason, pay or cause to be
paid to the Trustee all sums held in trust for any such series by the Issuer or
any paying agent hereunder, as required by this Section, such sums to be held
by the Trustee upon the trusts herein contained.


 


Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject to
the provisions of Sections 10.3 and 10.4.


 


22

















 


SECTION 3.5 COMPLIANCE CERTIFICATES.  The Issuer
will furnish to the Trustee within 90 days following the end of each fiscal
year a brief certificate (which need not comply with Section 11.5) from
the principal executive, financial or accounting officer of the Issuer stating
that in the course of the performance by the signer of his or her duties as an
officer of the Issuer he or she would normally have knowledge of any default or
non-compliance by the Issuer in the performance of any covenants or conditions
contained in this Indenture, stating whether or not he or she has knowledge of
any such default or non-compliance and, if so, describing each such default or
non-compliance of which the signer has knowledge and the nature thereof.


 


SECTION 3.6 CORPORATE EXISTENCE.  Subject to
Article IX, the Issuer will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence and the
rights (charter and statutory), licenses and franchises of the Issuer and its
Subsidiaries; provided, that the
Issuer shall not be required to preserve any such right, license or franchise,
if, in the judgment of the Issuer, the preservation thereof is no longer
desirable in the conduct of the business of the Issuer and its Subsidiaries
taken as a whole and the loss thereof is not disadvantageous in any material
respect to the Securityholders.


 


SECTION 3.7 LUXEMBOURG PUBLICATIONS.  In the
event of the publication of any notice pursuant to Section 5.11, 6.11,
6.12, 8.2, 10.4, 11.4 or 12.2, the party making such publication in the Borough
of Manhattan, The City of New York and London shall also, to the extent that
notice is required to be given to Holders of Securities of any series by
applicable Luxembourg law or stock exchange regulation, as evidenced by an
Officer’s Certificate delivered to such party, make a similar publication in
Luxembourg.


 


ARTICLE IV



SECURITYHOLDER LISTS AND REPORTS BY THE

ISSUER AND THE TRUSTEE


 


SECTION 4.1 ISSUER TO FURNISH TRUSTEE INFORMATION
AS TO NAMES AND ADDRESSES OF SECURITYHOLDERS.  If and so long as the Trustee
shall not be the Security registrar for the Securities of any series, the
Issuer and any other obligor on the Securities will furnish or cause to be
furnished to the Trustee a list in such form as the Trustee may reasonably
require of the names and addresses of the Holders of the Registered Securities
of such series pursuant to Section 312 of the Trust Indenture Act:


 


(a)           semi-annually not more than 5 days after each record date
for the payment of interest on such Registered Securities, as hereinabove
specified, as of such record date and on dates to be determined pursuant to
Section 2.3 for non-interest bearing Registered Securities in each year;
and


 


(b)           at such other times as the Trustee may reasonably request
in writing, within thirty days after receipt by the Issuer of any such request
as of a date not more than 15 days prior to the time such information is
furnished.


 


23

















 


SECTION 4.2 REPORTS BY THE ISSUER.  The Issuer
covenants to file with the Trustee, within 15 days after the Issuer is required
to file the same with the Commission, copies of the annual reports and of the
information, documents, and other reports that the Issuer may be required to
file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act or pursuant to Section 314 of
the Trust Indenture Act.


 


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


 


SECTION 4.3
REPORTS BY THE TRUSTEE.


 


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


 


(b)           A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange, if
any, upon which the Securities are listed, with the Commission and with the
Issuer.  The Issuer will promptly notify
the Trustee in writing when the Securities are listed on any stock exchange and
of any delisting thereof.


 


ARTICLE V



REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT


 


SECTION 5.1 EVENT OF DEFAULT DEFINED, ACCELERATION
OF MATURITY; WAIVER OF DEFAULT.  “Event of Default” with respect
to Securities of any series, wherever used herein, means any one of the
following events which shall have occurred and be continuing (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):


 


(a)           default in the payment of any installment of interest upon
any of the Securities of such series as and when the same shall become due and
payable, and continuance of such default for a period of 30 days; provided that
a valid extension of an interest payment period by the Issuer in accordance
with the terms of such Securities shall not constitute a failure to pay
interest; or


 


24

















 


(b)           default in the payment of all or any part of the principal
on any of the Securities of such series as and when the same shall become due
and payable either at maturity, upon any redemption, by declaration or
otherwise; or


 


(c)           default in the payment of any sinking fund installment as
and when the same shall become due and payable by the terms of the Securities
of such series; or


 


(d)           failure on the part of the Issuer duly to observe or
perform any other of the covenants or agreements on the part of the Issuer in
the Securities of such series or contained in this Indenture (other than a
covenant or agreement included in this Indenture solely for the benefit of a
series of Securities other than such series) for a period of 90 days after the
date on which written notice specifying such failure, stating that such notice
is a “Notice of Default” hereunder and demanding that the Issuer remedy the
same, shall have been given by registered or certified mail, return receipt
requested, to the Issuer by the Trustee, or to the Issuer and the Trustee by
the holders of at least 25% in aggregate principal amount of the Outstanding
Securities of the series to which such covenant or agreement relates; or


 


(e)           a court having jurisdiction in the premises shall enter a
decree or order for relief in respect of the Issuer in an involuntary case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of the Issuer for any substantial
part of its property or ordering the winding up or liquidation of its affairs,
and such decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or


 


(f)            the Issuer shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or consent to the entry of an order for relief in an involuntary case
under any such law, or consent to the appointment or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of the Issuer or for any substantial part of its or their property,
or make any general assignment for the benefit of creditors; or


 


(g)           any other Event of Default provided in the supplemental
indenture, Officer’s Certificate or Board Resolution under which such series of
Securities is issued or in the form of Security for such series.


 


If an Event of Default described in clause (a), (b) or
(c) occurs and is continuing, then, and in each and every such case,
except for any series of Securities the principal of which shall have already
become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Securities of each such affected series
then Outstanding hereunder (each such series voting as a separate class) by
notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if the Securities of such
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of such series) of all Securities of
such series, and the interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration, the same shall become immediately
due and payable.


 


25

















 


Except as otherwise provided in the terms of any series of Senior
Securities pursuant to Section 2.3, if an Event of Default described in
clause (d) or (g) above with respect to all series of the Senior
Securities then Outstanding, occurs and is continuing, then, and in each and
every such case, unless the principal of all of the Senior Securities shall
have already become due and payable, either the Trustee or the Holders of not
less than 25% in aggregate principal amount of all of the Senior Securities
then Outstanding hereunder (treated as one class) by notice in writing to the
Issuer (and to the Trustee if given by Securityholders), may declare the entire
principal (or, if the Senior Securities of any series are Original Issue
Discount Securities, such portion of the principal amount as may be specified
in the terms of such series) of all of the Senior Securities then Outstanding, and
the interest accrued thereon, if any, to be due and payable immediately, and
upon such declaration, the same shall become immediately due and payable.  If an Event of Default described in clause
(e) or (f) above occurs and is continuing, then the principal amount
of all the Senior Securities then Outstanding, and the interest accrued
thereon, if any, shall become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder.


 


Except as otherwise provided in the terms of any series of Subordinated
Securities pursuant to Section 2.3, if an Event of Default described in
clause (d) or (g) above with respect to all series of Subordinated
Securities then Outstanding, occurs and is continuing, then, and in each and
every such case, unless the principal of all of the Subordinated Securities
shall have already become due and payable, either the Trustee or the Holders of
not less than 25% in aggregate principal amount of all of the Subordinated
Securities then Outstanding hereunder (treated as one class) by notice in
writing to the Issuer (and to the Trustee if given by Securityholders), may
declare the entire principal (or, if the Subordinated Securities of any series
are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms of such series) of all of the Subordinated
Securities then Outstanding, and the interest accrued thereon, if any, to be
due and payable immediately, and upon such declaration, the same shall become
immediately due and payable.  If an Event
of Default described in clause (e) or (f) above occurs and is
continuing, then the principal amount of all of the Subordinated Securities
then Outstanding, and the interest accrued thereon, if any, shall become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.


 


If an Event of Default described in clause (d) or (g) occurs
and is continuing, which Event of Default is with respect to less than all
series of Senior Securities then Outstanding, then, and in each and every such
case, except for any series of Senior Securities the principal of which shall
have already become due and payable, either the Trustee or the Holders of not
less than 25% in aggregate principal amount of the Senior Securities of each
such affected series then Outstanding hereunder (each such series voting as a
separate class) by notice in writing to the Issuer (and to the Trustee if given
by Securityholders), may declare the entire principal (or, if the Securities of
such series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of such series) of all
Securities of such series, and the interest accrued thereon, if any, to be due
and payable immediately, and upon any such declaration, the same shall become
immediately due and payable.


 


If an Event of Default described in clause (d) or (g) occurs
and is continuing, which Event of Default is with respect to less than all
series of Subordinated Securities then


 


26

















 


Outstanding, then, and in each and every such case, except for any
series of Subordinated Securities the principal of which shall have already
become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Subordinated Securities of each such
affected series then Outstanding hereunder (each such series voting as a
separate class) by notice in writing to the Issuer (and to the Trustee if given
by Securityholders), may declare the entire principal (or, if the Securities of
such series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of such series) of all
Securities of such series, and the interest accrued thereon, if any, to be due
and payable immediately, and upon any such declaration, the same shall become
immediately due and payable.


 


The foregoing provisions are subject to the condition that if, at any
time after the principal (or, if the Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in the terms
thereof) of the Securities of any series (or of all the Securities, as the case
may be) shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided,


 


(A) the Issuer shall pay or
shall deposit with the Trustee a sum sufficient to pay


 


(i)            all matured installments of interest upon all the
Securities of such series (or all the Securities, as the case may be); and


 


(ii)           the principal of any and all Securities of such series (or
of all the Securities, as the case may be) which shall have become due
otherwise than by acceleration; and


 


(iii)          interest upon such principal and, to the extent that
payment of such interest is enforceable under applicable law, on overdue
installments of interest, at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in the
Securities of such series (or at the respective rates of interest or Yields to
Maturity of all the Securities, as the case may be) to the date of such payment
or deposit; and


 


(iv)          all amounts payable to the Trustee pursuant to
Section 6.6; and


 


(B) all Events of Default
under the Indenture, other than the non-payment of the principal of Securities
which shall have become due by acceleration, shall have been cured, waived or
otherwise remedied as provided herein,


 


then and in every such case the Holders of a majority in aggregate
principal amount of all the Securities of such series voting as a separate
class (or of all the Securities, as the case may be, voting as a single class),
then Outstanding, by written notice to the Issuer and to the Trustee, may waive
all defaults with respect to such series (or with respect to all the
Securities, as the case may be) and rescind and annul such declaration and its
consequences, but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default or shall impair any right consequent
thereon.


 


27

















 


For all purposes under this Indenture, if a portion of the principal of
any Original Issue Discount Securities shall have been accelerated and declared
due and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed,
for all purposes hereunder, to be such portion of the principal thereof as
shall be due and payable as a result of such acceleration, and payment of such
portion of the principal thereof as shall be due and payable as a result of
such acceleration, together with interest, if any, thereon and all other
amounts owing thereunder, shall constitute payment in full of such Original
Issue Discount Securities.


 


SECTION 5.2 COLLECTION OF INDEBTEDNESS BY TRUSTEE;
TRUSTEE MAY PROVE DEBT.  The Issuer covenants that
(a) in case default shall be made in the payment of any installment of
interest on any of the Securities of any series when such interest shall have
become due and payable, and such default shall have continued for a period of 30
days, or (b) in case default shall be made in the payment of all or any
part of the principal of any of the Securities of any series when the same
shall have become due and payable, whether upon maturity of the Securities of
such series or upon any redemption or by declaration or otherwise, then upon
demand of the Trustee, the Issuer will pay to the Trustee for the benefit of
the Holders of the Securities of such series the whole amount that then shall
have become due and payable on all Securities of such series, and such Coupons,
for principal and interest, as the case may be (with interest to the date of
such payment upon the overdue principal and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of
interest at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in the Securities of such
series); and in addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, and such other amount due the
Trustee under Section 6.6 in respect of Securities of such series.


 


Until such demand is made by the Trustee, the Issuer may pay the
principal of and interest on the Securities of any series to the registered
Holders, whether or not the Securities of such series be overdue.


 


In case the Issuer shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name as trustee of an express trust, shall be
entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any
such judgment or final decree against the Issuer or other obligor upon the
Securities and collect in the manner provided by law out of the property of the
Issuer or other obligor upon the Securities, wherever situated, all the moneys
adjudged or decreed to be payable.


 


In case there shall be pending proceedings relative to the Issuer or any
other obligor upon the Securities under Title 11 of the United States Code or
any other applicable Federal or state bankruptcy, insolvency or other similar
law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor, or in
case of any other comparable judicial proceedings relative to the Issuer or
other obligor upon the Securities, or to the creditors or property of the
Issuer or such other obligor, the Trustee, irrespective of whether the
principal of the Securities shall then be due and payable as therein


 


28

















 


expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand pursuant to the provisions of this Section,
shall be entitled and empowered, by intervention in such proceedings or
otherwise:


 


(a)           to file and prove a claim or claims for the whole amount
of principal and interest (or, if the Securities of any series are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of such series) owing and unpaid in respect of the
Securities of any series, and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including
any claim for amounts payable to the Trustee under Section 6.6) and of the
Securityholders allowed in any judicial proceedings relative to the Issuer or
other obligor upon the Securities, or to the creditors or property of the
Issuer or such other obligor; and


 


(b)           unless prohibited by applicable law and regulations, to
vote on behalf of the holders of the Securities of any series in any election
of a receiver, assignee, trustee or a standby trustee in arrangement,
reorganization, liquidation or other bankruptcy or insolvency proceedings,
custodian or other person performing similar functions in respect of any such
proceedings; and


 


(c)           to collect and receive any moneys or other property
payable or deliverable on any such claims, and to distribute all amounts
received with respect to the claims of the Securityholders and of the Trustee
on their behalf; and any trustee, receiver, or liquidator, custodian or other
similar official performing similar functions in respect of any such
proceedings is hereby authorized by each of the Securityholders to make
payments to the Trustee, and, in the event that the Trustee shall consent to
the making of payments directly to the Securityholders, to pay to the Trustee
its costs and expenses of collection and all other amounts due to it pursuant
to Section 6.6.


 


Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding, except as aforesaid in clause (b).


 


All rights of action and of asserting claims under this Indenture, or
under any of the Securities of any series or Coupons appertaining to such
Securities, may be enforced by the Trustee without the possession of any of the
Securities of such series or Coupons appertaining to such Securities or the
production thereof in any trial or other proceedings relative thereto, and any
such action or proceedings instituted by the Trustee shall be brought in its
own name as trustee of an express trust, and any recovery of judgment shall be
awarded to the Trustee for ratable distribution to the Holders of the
Securities or Coupons appertaining to such Securities in respect of which such
action was taken, after payment of all sums due to the Trustee under
Section 6.6 in respect of such Securities.


 


In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the
Holders of the Securities or Coupons appertaining to


 


29

















 


such Securities in respect to which such action was taken, and it shall
not be necessary to make any Holders of such Securities or Coupons appertaining
to such Securities parties to any such proceedings.


 


SECTION 5.3 APPLICATION OF PROCEEDS.  Any moneys
collected by the Trustee pursuant to this Article in respect of any series
shall be applied in the following order at the date or dates fixed by the
Trustee and, in case of the distribution of such moneys on account of principal
or interest, upon presentation of the several Securities and Coupons
appertaining to such Securities in respect of which monies have been collected
and stamping (or otherwise noting) thereon the payment, or issuing Securities
of such series in reduced principal amounts in exchange for the presented
Securities of like series if only partially paid, or upon surrender thereof if
fully paid:


 


FIRST: To the payment of costs
and expenses applicable to such series of Securities in respect of which monies
have been collected, including all amounts due to the Trustee and each
predecessor Trustee pursuant to Section 6.6 in respect to such series of
Securities;


 


SECOND: If the Securities of such
series are Subordinated Securities, to the payment of amounts then due and
unpaid to the holders of Senior Indebtedness with respect to such series, to
the extent required pursuant to the Subordination Provisions established with
respect to the Securities of such series pursuant to Section 2.3(9).


 


THIRD: In case the principal of
the Securities of such series in respect of which moneys have been collected
shall not have become and be then due and payable, to the payment of interest
on the Securities of such series in default in the order of the maturity of the
installments on such interest, with interest (to the extent that such interest has
been collected by the Trustee and is permitted by applicable law) upon the
overdue installments of interest at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) specified
in such Securities, such payments to be made ratably to the persons entitled
thereto, without discrimination or preference;


 


FOURTH: In case the principal of
the Securities of such series in respect of which moneys have been collected
shall have become and shall be then due and payable, to the payment of the
whole amount then owing and unpaid upon all the Securities of such series for
principal and interest, with interest upon the overdue principal, and (to the
extent that such interest has been collected by the Trustee and is permitted by
applicable law) upon the overdue installations of interest at the same rate as
the rate of interest or Yield to Maturity (in the case of Original Issue
Discount Securities) specified in the Securities of such series; and in case
such moneys shall be insufficient to pay in full the whole amount so due and
unpaid upon the Securities of such series, then to the payment of such
principal and interest or Yield to Maturity, without preference or priority of
principal over interest or Yield to Maturity, or of interest or Yield to
Maturity over principal, or of any installment of interest over any other
installment of


 


30














 


interest or of any Security of such series over any
other Security of such series, ratably to the aggregate of such principal and
accrued and unpaid interest or Yield to Maturity; and


 


FIFTH: To
the payment of the remainder, if any, to the Issuer or to such party as a court
of competent jurisdiction shall direct.


 


SECTION 5.4 SUITS FOR
ENFORCEMENT.  In case an Event of Default has
occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.


 


SECTION 5.5 RESTORATION OF
RIGHTS ON ABANDONMENT OF PROCEEDINGS.  In case
the Trustee shall have proceeded to enforce any right under this Indenture and
such proceedings shall have been discontinued or abandoned for any reason, or
shall have been determined adversely to the Trustee, then and in every such
case the Issuer and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Issuer, the Trustee and the Securityholders shall continue as though no such
proceedings had been taken.


 


SECTION 5.6 LIMITATIONS ON
SUITS BY SECURITYHOLDERS.  No Holder
of any Security of any series or of any Coupon appertaining thereto shall have
any right by virtue or by availing of any provision of this Indenture to
institute any action or proceeding at law or in equity or in bankruptcy or
otherwise upon or under or with respect to this Indenture or such Security, or
for the appointment of a trustee, receiver, liquidator, custodian or other
similar official or for any other remedy hereunder or thereunder, unless (a) such
Holder previously shall have given to a Responsible Officer of the Trustee
written notice of an Event of Default with respect to Securities of such series
and of the continuance thereof, as hereinbefore provided, and (b) the Holders
of not less than 25% in aggregate principal amount of the Securities of such
affected series then Outstanding (treated as a single class) shall have made
written request upon the Trustee to institute such action or proceedings in its
own name as Trustee hereunder and shall have offered to the Trustee reasonable
security or indemnity satisfactory to it against the costs, expenses and
liabilities to be incurred therein or thereby, and (c) the Trustee for 60
days after its receipt of such notice, request and offer of indemnity shall
have failed to institute any such action or proceeding, and (d) no
direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 5.9; it being understood and intended, and
being expressly covenanted by the taker and Holder of every Security or Coupon
with every other taker and Holder and the Trustee, that no one or more Holders
of Securities of any series or Coupons appertaining to such Securities shall
have any right in any manner whatever by virtue or by availing of any provision
of this Indenture or any Security to affect, disturb or prejudice the rights of
any other such taker or Holder of Securities or Coupons appertaining to such
Securities, or to obtain or seek to obtain priority over or preference to any
other such taker or Holder or to enforce any right under this Indenture or any
Security, except in the manner herein provided and


 


31

















 


for the equal, ratable and common benefit of all
Holders of Securities of the applicable series and Coupons appertaining to such
Securities.  For the protection and
enforcement of the provisions of this Section, each and every Securityholder
and the Trustee shall be entitled to such relief as can be given either at law
or in equity.


 


SECTION 5.7 UNCONDITIONAL
RIGHT OF SECURITYHOLDERS TO INSTITUTE CERTAIN SUITS. 
Notwithstanding any other provision in this Indenture and any provision
of any Security, the right of any Holder of any Security or Coupon to receive
payment of the principal of and interest on such Security or Coupon on or after
the respective due dates expressed in such Security or Coupon or the applicable
redemption dates provided for in such Security, or to institute suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.


 


SECTION 5.8 POWERS AND
REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER OF DEFAULT. 
Except as provided in Section 5.6, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders of Securities or
Coupons is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise.  The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.


 


No delay or omission of the Trustee or of any
Holder of Securities or Coupons to exercise any right or power accruing upon
any Event of Default occurring and continuing as aforesaid shall impair any
such right or power or shall be construed to be a waiver of any such Event of
Default or an acquiescence therein. 
Every power and remedy given by this Indenture, any Security or law to
the Trustee or to the Holders of Securities or Coupons may be exercised from
time to time, and as often as shall be deemed expedient, by the Trustee or,
subject to Section 5.6, by the Holders of Securities or Coupons.


 


32

















 


SECTION 5.9 CONTROL BY
HOLDERS OF SECURITIES.  The
Holders of a majority in aggregate principal amount of the Securities of each
series affected (with each such series voting as a separate class) at the time
Outstanding 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 by this Indenture; provided, that such direction
shall not be otherwise than in accordance with law and the provisions of this
Indenture; and provided, further, that (subject to the provisions of Section 6.1)
the Trustee shall have the right to decline to follow any such direction if (a) the
Trustee, being advised by counsel, shall determine that the action or
proceeding so directed may not lawfully be taken; or (b) if the Trustee by
its trust committee of directors or Responsible Officers of the Trustee shall
determine in good faith that the action or proceedings so directed would
involve the Trustee in personal liability; or (c) if the Trustee in good
faith shall so determine that the actions or forbearances specified in or
pursuant to such direction would be unduly prejudicial to the interests of
Holders of the Securities of all affected series not joining in the giving of
said direction, it being understood that (subject to Section 6.1) the
Trustee shall have no duty to ascertain whether or not such actions or
forbearances are unduly prejudicial to such Holders.


 


Nothing in this Indenture shall impair the right of
the Trustee in its discretion to take any action deemed proper by the Trustee
and which is not inconsistent with such direction or directions by
Securityholders.


 


SECTION 5.10 WAIVER OF PAST
DEFAULTS.  Prior to the declaration of
acceleration of the maturity of the Securities of any series as provided in Section 5.1,
the Holders of a majority in aggregate principal amount of the Securities of
such series at the time Outstanding (voting as a single class) may on behalf of
the Holders of all such Securities waive any past default or Event of Default
described in Section 5.1 and its consequences, except a default in respect
of a covenant or provision hereof which cannot be modified or amended without
the consent of the Holder of each Security affected.  In the case of any such waiver, the Issuer,
the Trustee and the Holders of all such Securities shall be restored to their
former positions and rights hereunder, respectively, and such default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other default or impair any right consequent
thereon.


 


SECTION 5.11 TRUSTEE TO GIVE
NOTICE OF DEFAULT, BUT MAY WITHHOLD IN CERTAIN CIRCUMSTANCES. 
The Trustee shall, within ninety days after the occurrence of a default
with respect to the Securities of any series, give notice of all defaults with
respect to that series known to the Trustee (i) if any Unregistered
Securities of that series are then Outstanding, to the Holders thereof, by
publication at least once in an Authorized Newspaper in the Borough of
Manhattan, The City of New York and at least once in an Authorized Newspaper in
London (and, if required by Section 3.7, at least once in an Authorized
Newspaper in Luxembourg) and (ii) to all Holders of Securities of such
series in the manner and to the extent provided in Section 313(c) of
the Trust Indenture Act, unless in each case such defaults shall have been
cured before the mailing or publication of such notice (the term “default” for
the purpose of this Section being hereby defined to mean any event or
condition which is, or with notice or lapse of time or both would become, an
Event of Default); provided,


 


33

















 


that, except in the case of default in the payment
of the principal of or interest on any of the Securities of such series, or in
the payment of any sinking fund installment on such series, the Trustee shall
be protected in withholding such notice if and so long as the board of
directors, the executive committee, or a trust committee of directors or
trustees and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Securityholders
of such series.


 


SECTION 5.12 RIGHT OF COURT
TO REQUIRE FILING OF UNDERTAKING TO PAY COSTS.  All
parties to this Indenture agree, and each Holder of any Security or Coupon by
his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series, or, in the case of
any suit relating to or arising under clause (d) or (g) of Section 5.1
(if the suit relates to Securities of more than one but less than all series),
10% in aggregate principal amount of Securities then Outstanding and affected
thereby, or in the case of any suit relating to or arising under clause (d) or
(g) (if the suit under clause (d) or (g) relates to all the
Securities then Outstanding), or (e) or (f) of Section 5.1, 10%
in aggregate principal amount of all Securities then Outstanding, or to any
suit instituted by any Securityholder for the enforcement of the payment of the
principal of or interest on any Security on or after the due date expressed in
such Security or any date fixed for redemption.


 


ARTICLE VI


 


CONCERNING THE TRUSTEE


 


SECTION 6.1 DUTIES AND
RESPONSIBILITIES OF THE TRUSTEE; DURING DEFAULT; PRIOR TO DEFAULT. 
Prior to the occurrence of an Event of Default with respect to the
Securities of a particular series and after the curing or waiving of all Events
of Default which may have occurred with respect to such series, the Trustee
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture with respect to such series of Securities.  In case an Event of Default with respect to
the Securities of a series has occurred and has not been cured or waived, the
Trustee shall exercise with respect to such series of Securities such of the
rights and powers vested in it by this Indenture with respect to such series of
Securities, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.


 


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


 


34

















 


(a)           prior to the occurrence of an Event
of Default with respect to the Securities of any series and after the curing or
waiving of all such Events of Default with respect to such series which may
have occurred:


 


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


 


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


 


(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 shall be proved that the Trustee
was negligent in ascertaining the pertinent facts; and


 


(c)           the Trustee shall not be liable with
respect to any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Holders pursuant to Section 5.9
relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Indenture.


 


None of the provisions contained in this Indenture
shall require the Trustee to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of its duties or in the
exercise of any of its rights or powers, if there shall be reasonable ground
for believing that the repayment of such funds or adequate indemnity against
such liability is not reasonably assured to it.


 


The provisions of this Section 6.1 are in
furtherance of and subject to Section 315 of the Trust Indenture Act.


 


SECTION 6.2 CERTAIN RIGHTS
OF THE TRUSTEE.  In furtherance of and subject
to the Trust Indenture Act, and subject to Section 6.1:


 


(a)           the Trustee may conclusively rely and
shall be protected in acting or refraining from acting upon any Board
Resolution, Officer’s Certificate or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, bond, debenture,
note, coupon, security or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;


 


35

















 


(b)           any request, direction, order or
demand of the Issuer mentioned herein shall be sufficiently evidenced by an
Officer’s Certificate or Issuer Order (unless other evidence in respect thereof
is specifically prescribed herein or in the terms established in respect of any
series); and any resolution of the Board of Directors may be evidenced to the
Trustee by a copy thereof certified by the secretary or an assistant secretary
of the Issuer;


 


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


 


(d)           the Trustee shall be under no
obligation to exercise any of the trusts or powers vested in it by this
Indenture at the request, order or direction of any of the Securityholders
pursuant to the provisions of this Indenture, unless such Securityholders shall
have offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred therein or thereby;


 


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


 


(f)            prior to the occurrence of an Event
of Default hereunder and after the curing or waiving of all Events of Default,
the Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, appraisal, bond, debenture,
note, coupon, security, or other paper or document unless (i) requested in
writing so to do by the Holders of not less than a majority in aggregate
principal amount of the Securities of all series affected then Outstanding
(treated as one class) or (ii) otherwise provided in the terms of any
series of Securities pursuant to Section 2.3; provided, that, if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
reasonable security or indemnity against such expenses or liabilities as a
condition to proceeding; the reasonable expenses of every such investigation
shall be paid by the Issuer or, if paid by the Trustee or any predecessor
trustee, shall be repaid by the Issuer upon demand;


 


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


 


(h)           the Trustee shall not be deemed to
have notice of any 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 an Event of Default is received by the Trustee


 


36

















 


at the
Corporate Trust Office and such notice references the Securities, the Issuer or
this Indenture;


 


(i)            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; and


 


(j)            the Trustee may request that the
Issuer deliver a certificate setting forth the names of individuals and/or
titles of officers authorized at such time to take specified actions pursuant
to this Indenture, which certificate may be signed by any person authorized to
sign an Officer’s Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded.


 


SECTION 6.3 TRUSTEE NOT
RESPONSIBLE FOR RECITALS, DISPOSITION OF SECURITIES OR APPLICATION OF PROCEEDS
THEREOF.  The recitals contained herein and in the
Securities, except the Trustee’s certificates of authentication, shall be taken
as the statements of the Issuer, and the Trustee assumes no responsibility for
the correctness of the same.  The Trustee
makes no representation as to the validity or sufficiency of this Indenture or
of the Securities or Coupons.  The
Trustee shall not be accountable for the use or application by the Issuer of
any of the Securities or of the proceeds thereof.


 


SECTION 6.4 TRUSTEE AND
AGENTS MAY HOLD SECURITIES OR COUPONS; COLLECTIONS, ETC. 
The Trustee or any agent of the Issuer or of the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
or Coupons with the same rights it would have if it were not the Trustee or
such agent and may otherwise deal with the Issuer and receive, collect, hold
and retain collections from the Issuer with the same rights it would have if it
were not the Trustee or such agent.


 


SECTION 6.5 MONEYS HELD BY
TRUSTEE.  Subject to the provisions of Section 10.4
hereof, all moneys received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were
received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. 
Neither the Trustee nor any agent of the Issuer or the Trustee shall be
under any liability for interest on any moneys received by it hereunder.


 


SECTION 6.6 COMPENSATION
AND INDEMNIFICATION OF TRUSTEE AND ITS PRIOR CLAIM. 
The Issuer covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, such compensation as the Issuer and the
Trustee shall agree in writing (which shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust), and the Issuer
covenants and agrees to pay or reimburse the Trustee and each predecessor
trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by or on behalf of it in accordance with any of the
provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all agents and other persons
not regularly in its employ) except any such expense, disbursement or advance
as may arise from its own negligence, bad faith or willful misconduct.  The Issuer also covenants to indemnify each
of the Trustee or any


 


37

















 


predecessor Trustee and their agents for, and to
hold them harmless against, any and all loss, damage, claims, liability or
expense, including taxes (other than taxes based upon, measured by or
determined by the income of the Trustee), arising out of or in connection with
the acceptance or administration of the trust or trusts hereunder, including
the costs and expenses of defending itself against any claim (whether asserted
by the Issuer, or any Holder or any other Person) or liability in connection
with the exercise or performance of any of its powers or duties hereunder, or
in connection with enforcing the provisions of this Section, except to the
extent that such loss, damage, claim, liability or expense is due to its own
negligence, bad faith or willful misconduct. 
When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 5.1(e) or Section 5.1(f),
the expenses (including the reasonable charges and expenses of its counsel) and
the compensation for the services are intended to constitute expenses of
administration under any applicable bankruptcy, insolvency or other similar
law.  The obligations of the Issuer under
this Section to compensate and indemnify the Trustee and each predecessor
trustee and to pay or reimburse the Trustee and each predecessor trustee for
expenses, disbursements and advances shall constitute additional indebtedness
hereunder and shall survive the satisfaction and discharge of this
Indenture.  Such additional indebtedness
shall be a senior claim to that of the Securities upon all property and funds
held or collected by the Trustee as such, except funds held in trust for the
benefit of the Holders of particular Securities or Coupons, and the Securities
are hereby subordinated to such senior claim.


 


SECTION 6.7 RIGHT OF
TRUSTEE TO RELY ON OFFICER’S CERTIFICATE, ETC.  Subject to
Sections 6.1 and 6.2, whenever in the administration of the trusts of this
Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence, bad faith or
willful misconduct on the part of the Trustee, be deemed to be conclusively proved
and established by an Officer’s Certificate delivered to the Trustee, and such
certificate, in the absence of negligence, bad faith or willful misconduct on
the part of the Trustee, shall be full warrant to the Trustee for any action
taken, suffered or omitted by it under the provisions of this Indenture upon
the faith thereof.


 


SECTION 6.8 INDENTURES NOT
CREATING POTENTIAL CONFLICTING INTERESTS FOR THE TRUSTEE. 
The following indenture is hereby specifically described for the
purposes of Section 310(b)(1) of the Trust Indenture Act:  this Indenture with respect to series of
Securities that are of an equal priority.


 


SECTION 6.9 QUALIFICATION
OF TRUSTEE: CONFLICTING INTERESTS.  The
Trustee shall comply with Section 310(b) of the Trust Indenture Act.


 


SECTION 6.10 PERSONS
ELIGIBLE FOR APPOINTMENT AS TRUSTEE.  The
Trustee for each series of Securities hereunder shall at all times be a
corporation or banking association organized and doing business under the laws
of the United States of America, any State thereof or the District of Columbia,
having a combined capital and surplus of at least $50,000,000, and which is
authorized under such laws to exercise corporate trust powers and is subject to
supervision or examination by Federal, state or District of Columbia
authority.  If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then


 


38

















 


for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.  In case at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section,
the Trustee shall resign immediately in the manner and with the effect
specified in Section 6.11.


 


The provisions of this Section 6.10 are in
furtherance of and subject to Section 310(a) of the Trust Indenture
Act.


 


SECTION 6.11 RESIGNATION AND
REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE.  (a) The
Trustee, or any trustee or trustees hereafter appointed, may at any time resign
with respect to one or more or all series of Securities by giving written
notice of resignation to the Issuer and (i) if any Unregistered Securities
of a series affected are then Outstanding, by giving notice of such resignation
to the Holders thereof, by publication at least once in an Authorized Newspaper
in the Borough of Manhattan, The City of New York, and at least once in an
Authorized Newspaper in London (and, if required by Section 3.7, at least
once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered
Securities of a series affected are then Outstanding, by mailing notice of such
resignation to the Holders thereof who have filed their names and addresses
with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture
Act at such addresses as were so furnished to the Trustee and (iii) by
mailing notice of such resignation to the Holders of then Outstanding
Registered Securities of each series affected at their addresses as they shall
appear on the registry books.  Upon
receiving such notice of resignation, the Issuer shall promptly appoint a
successor trustee or trustees with respect to the applicable series by written
instrument in duplicate, executed by authority of the Board of Directors, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee or trustees. 
If no successor trustee shall have been so appointed with respect to any
series and have accepted appointment within 30 days after the mailing of such
notice of resignation, the resigning trustee (at no expense to itself) may
petition any court of competent jurisdiction for the appointment of a successor
trustee, or any Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable series for at least six months may, subject to the
provisions of Section 5.12, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor
trustee.  Such court may thereupon, after
such notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.


 


(b)           In case at any time any of the following
shall occur:


 


(i)            the Trustee shall fail to comply
with the provisions of Section 310(b) of the Trust Indenture Act with
respect to any series of Securities after written request therefor by the
Issuer or by any Securityholder who has been a bona fide Holder of a Security
or Securities of such series for at least six months; or


 


(ii)           the Trustee shall cease to be
eligible in accordance with the provisions of Section 6.10 and Section 310(a) of
the Trust Indenture Act and shall fail to resign after written request therefor
by the Issuer or by any Securityholder; or


 


39

















 


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


 


then, in any such case, the Issuer may remove the
Trustee with respect to the applicable series of Securities and appoint a
successor trustee for such series by written instrument, in duplicate, executed
by order of the Board of Directors of the Issuer, one copy of which instrument
shall be delivered to the Trustee so removed and one copy to the successor
trustee, or, subject to the provisions of Section 315(e) of the Trust
Indenture Act, any Securityholder who has been a bona fide Holder of a Security
or Securities of such series for at least six months may on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor trustee with
respect to such series.  Such court may
thereupon, after such notice, if any, as it may deem proper and so prescribe,
remove the Trustee and appoint a successor trustee.


 


(c)           The Holders of a majority in
aggregate principal amount of the Securities of each series at the time
outstanding may at any time remove the Trustee with respect to Securities of
such series and appoint a successor trustee with respect to the Securities of
such series by delivering to the Trustee so removed, to the successor trustee
so appointed and to the Issuer the evidence provided for in Section 7.1 of
the action in that regard taken by the Securityholders.


 


(d)           Any resignation or removal of the
Trustee with respect to any series and any appointment of a successor trustee
with respect to such series pursuant to any of the provisions of this Section 6.11
shall become effective upon acceptance of appointment by the successor trustee
as provided in Section 6.12.


 


40














 


SECTION 6.12 ACCEPTANCE OF
APPOINTMENT BY SUCCESSOR TRUSTEE.  Any
successor trustee appointed as provided in Section 6.11 shall execute and
deliver to the Issuer and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as
if originally named as trustee for such series hereunder; but, nevertheless, on
the written request of the Issuer or of the successor trustee, upon payment of
its charges then unpaid, the trustee ceasing to act shall, subject to Section 10.4,
pay over to the successor trustee all moneys at the time held by it hereunder
and shall execute and deliver an instrument transferring to such successor
trustee all such rights, powers, duties and obligations.  Upon request of any such successor trustee,
the Issuer shall execute any and all instruments in writing for more fully and
certainly vesting in and confirming to such successor trustee all such rights
and powers.  Any trustee ceasing to act
shall, nevertheless, retain a prior claim upon all property or funds held or
collected by such trustee to secure any amounts then due it pursuant to the
provisions of Section 6.6.


 


If a successor trustee is appointed with respect to
the Securities of one or more (but not all) series, the Issuer, the predecessor
trustee and each successor trustee with respect to the Securities of any
applicable series shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the predecessor
trustee with respect to the Securities of any series as to which the
predecessor trustee is not retiring shall continue to be vested in the
predecessor trustee, and shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such trustees
co-trustees of the same trust and that each such trustee shall be trustee of a
trust or trusts under separate indentures.


 


No successor trustee with respect to any series of
Securities shall accept appointment as provided in this Section 6.12
unless at the time of such acceptance such successor trustee shall be qualified
under Section 310(b) of the Trust Indenture Act and eligible under
the provisions of Section 6.10.


 


Upon acceptance of appointment by any successor
trustee as provided in this Section 6.12, the Issuer shall give notice
thereof (a) if any Unregistered Securities of a series affected are then
Outstanding, to the Holders thereof, by publication of such notice at least
once in an Authorized Newspaper in the Borough of Manhattan, The City of New
York and at least once in an Authorized Newspaper in London (and, if required
by Section 3.7, at least once in an Authorized Newspaper in Luxembourg), (b) if
any Unregistered Securities of a series affected are then Outstanding, to the
Holders thereof who have filed their names and addresses with the Trustee
pursuant to Section 313(c)(2) of the Trust Indenture Act, by mailing
such notice to such Holders at such addresses as were so furnished to the
Trustee (and the Trustee shall make such information available to the Issuer
for such purpose) and (c) to the Holders of Registered Securities of each
series affected, by mailing such notice to such Holders at their addresses as
they shall appear on the registry books. 
If the acceptance of appointment is substantially contemporaneous with
the resignation, then the notice called for by the preceding sentence may


 


41

















 


be combined with the notice called for by Section 6.11.  If the Issuer fails to give such notice
within ten days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be given at the expense of the
Issuer.


 


SECTION 6.13 MERGER,
CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS OF TRUSTEE. 
Any corporation or banking association into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation or
banking association resulting from any merger, conversion or consolidation to
which the Trustee shall be a party, or any corporation or banking association
succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided, that such corporation or banking
association shall be qualified under Section 310(b) of the Trust
Indenture Act and eligible under the provisions of Section 6.10, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding.


 


In case at the time such successor to the Trustee
shall succeed to the trusts created by this Indenture any of the Securities of
any series shall have been authenticated but not delivered, any such successor
to the Trustee may adopt the certificate of authentication of any predecessor
trustee and deliver such Securities so authenticated; and, in case at that time
any of the Securities of any series shall not have been authenticated, any such
successor to the Trustee may authenticate such Securities either in the name of
any predecessor hereunder or in the name of the successor Trustee; and in all
such cases such certificate of authentication shall have the full force which
under this Indenture or the Securities of such series it is provided that the
certificate of authentication of the Trustee shall have; provided, that the
right to adopt the certificate of authentication of any predecessor trustee or
to authenticate Securities of any series in the name of any predecessor trustee
shall apply only to its successor or successors by merger, conversion or
consolidation.


 


SECTION 6.14 PREFERENTIAL
COLLECTION OF CLAIMS AGAINST THE ISSUER.  The
Trustee shall comply with Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship listed in Section 311(b) of the
Trust Indenture Act.  A Trustee who has
resigned or been removed shall be subject to Section 311(a) of the
Trust Indenture Act to the extent indicated.


 


SECTION 6.15 APPOINTMENT OF
AUTHENTICATING AGENT.  As long as any Securities of a
series remain Outstanding, the Trustee may, by an instrument in writing,
appoint with the approval of the Issuer an authenticating agent (the
“Authenticating Agent”) which shall be authorized to act on behalf of the
Trustee to authenticate Securities, including Securities issued upon exchange,
registration of transfer, partial redemption or pursuant to Section 2.9.  Securities of each such series authenticated
by such Authenticating Agent shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee.  Whenever reference is made in
this Indenture to the authentication and delivery of Securities of any series
by the Trustee or to 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 for such series and a Certificate of
Authentication executed on behalf of the Trustee by such Authenticating Agent.  Such Authenticating Agent shall at all times
be a corporation organized and doing business under the


 


42

















 


laws of the United States of America or of any
State, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $45,000,000 (determined as provided in
Section 6.10 with respect to the Trustee) and subject to supervision or
examination by Federal or state authority.


 


Any corporation into which any 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 any
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency business of any Authenticating Agent, shall continue to be the
Authenticating Agent with respect to all series of Securities for which it
served as Authenticating Agent without the execution or filing of any paper or
any further act on the part of the Trustee or such Authenticating Agent.  Any Authenticating Agent may at any time, and
if it shall cease to be eligible shall, resign by giving written notice of
resignation to the Trustee and to the Issuer.


 


Upon receiving such a notice of resignation or upon
such a termination, or in case at any time any Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section 6.15 with
respect to one or more series of Securities, the Trustee shall upon receipt of
an Issuer Order appoint a successor Authenticating Agent, and the Issuer shall
provide notice of such appointment to all Holders of Securities of such series
in the manner and to the extent provided in Section 11.4.  Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent.  The Issuer agrees to pay to the
Authenticating Agent for such series from time to time reasonable
compensation.  The Authenticating Agent
for the Securities of any series shall have no responsibility or liability for
any action taken by it as such at the direction of the Trustee.


 


Sections 6.2, 6.3, 6.4, 6.6 and 7.3 shall be
applicable to any Authenticating Agent.


 


ARTICLE VII


 


CONCERNING THE SECURITYHOLDERS


 


SECTION 7.1 EVIDENCE OF
ACTION TAKEN BY SECURITYHOLDERS.  Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by a specified
percentage in principal amount of the Securityholders of any or all series may
be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such specified percentage of Securityholders in person
or by agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee. 
Proof of execution of any instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and (subject to
Sections 6.1 and 6.2) conclusive in favor of the Trustee and the Issuer, if
made in the manner provided in this Article.


 


SECTION 7.2 PROOF OF
EXECUTION OF INSTRUMENTS AND OF HOLDING OF SECURITIES. 
Subject to Sections 6.1 and 6.2, the execution of any


 


43

















 


instrument by a Securityholder or his agent or
proxy may be proved in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee.  The holding
of Registered Securities shall be proved by the Security register or by a
certificate of the registrar thereof.


 


SECTION 7.3 HOLDERS TO BE
TREATED AS OWNERS.  The Issuer, the Trustee and any
agent of the Issuer or the Trustee may 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 (whether or not such Security shall be
overdue and notwithstanding any notation of ownership or other writing thereon)
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; and neither the Issuer nor the Trustee nor any agent of the
Issuer or the Trustee shall be affected by any notice to the contrary.  The Issuer, the Trustee and any agent of the
Issuer or the Trustee may treat the Holder of any Unregistered Security and the
Holder of any Coupon as the absolute owner of such Unregistered Security or
Coupon (whether or not such Unregistered Security or Coupon shall be overdue)
for the purpose of receiving payment thereof or on account thereof and for all
other purposes, and neither the Issuer, the Trustee, nor any agent of the
Issuer or the Trustee shall be affected by any notice to the contrary.  All such payments so made to any such person,
or upon his order, shall be valid, and, to the extent of the sum or sums so
paid, effectual to satisfy and discharge the liability for moneys payable upon
any such Unregistered Security or Coupon.


 


SECTION 7.4 SECURITIES
OWNED BY ISSUER DEEMED NOT OUTSTANDING.  In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any request,
demand, authorization, direction, notice, consent, waiver or other action by
Securityholders under this Indenture, Securities which are owned by the Issuer
or any other obligor on the Securities with respect to which such determination
is being made or by any person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Issuer or any other obligor
on the Securities with respect to which such determination is being made shall
be disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that for the purpose of determining whether the Trustee
shall be protected in relying on any such action only Securities which a
Responsible Officer of the Trustee actually knows are so owned shall be so
disregarded.  Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act
with respect to such Securities and that the pledgee is not the Issuer or any
other obligor upon the Securities or any person directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Issuer or any other obligor on the Securities.  In case of a dispute as to such right, the
advice of counsel shall be full protection in respect of any decision made by
the Trustee in accordance with such advice. 
Upon request of the Trustee, the Issuer shall furnish to the Trustee
promptly an Officer’s Certificate listing and identifying all Securities, if
any, known by the Issuer to be owned or held by or for the account of any of
the above-described persons; and, subject to Sections 6.1 and 6.2, the Trustee
shall be entitled to accept such Officer’s Certificate as conclusive evidence
of the facts therein set forth and of the fact that all Securities not listed
therein are Outstanding for the purpose of any such determination.


 


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SECTION 7.5 RIGHT OF
REVOCATION OF ACTION TAKEN.  At any
time prior to (but not after) the evidencing to the Trustee, as provided in Section 7.1,
of the taking of any action by the Holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be,
specified in this Indenture in connection with such action, any Holder of a
Security the serial number of which is shown by the evidence to be included
among the serial numbers of the Securities the Holders of which have consented
to such action may, by filing written notice at the Corporate Trust Office and
upon proof of holding as provided in this Article, revoke such action so far as
concerns such Security.  Except as
aforesaid, any such action taken by the Holder of any Security shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of such Security and of any Securities issued in exchange or substitution
therefor or on registration of transfer thereof, irrespective of whether or not
any notation in regard thereto is made upon any such Security.  Any action taken by the Holders of the
percentage in aggregate principal amount of the Securities of any or all
series, as the case may be, specified in this Indenture in connection with such
action shall be conclusively binding upon the Issuer, the Trustee and the
Holders of all the Securities affected by such action.


 


ARTICLE VIII


 


SUPPLEMENTAL INDENTURES


 


SECTION 8.1 SUPPLEMENTAL
INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS.  The
Issuer, when authorized by a Board Resolution (which resolution may provide
general terms or parameters for such action and may provide that the specific
terms of such action may be determined in accordance with or pursuant to an
Issuer Order), and the Trustee may from time to time and at any time enter into
an indenture or indentures supplemental hereto for one or more of the following
purposes:


 


(a)           to convey, transfer, assign,
mortgage or pledge to the Trustee as security for the Securities of one or more
series any property or assets;


 


(b)           to evidence the succession of
another corporation to the Issuer, or successive successions, and the
assumption by the successor corporation of the covenants, agreements and
obligations of the Issuer pursuant to Article IX;


 


(c)           to add to the covenants of the
Issuer such further covenants, restrictions, conditions or provisions as the
Issuer and the Trustee shall consider to be for the protection of the Holders of
Securities or Coupons, and to make the occurrence, or the occurrence and
continuance, of a default in any such additional covenants, restrictions,
conditions or provisions an Event of Default permitting the enforcement of all
or any of the several remedies provided in this Indenture as herein set forth;
provided, that in respect of any such additional covenant, restriction,
condition or provision 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 an Event of Default or may limit the remedies available
to the Trustee upon such an Event of Default or may limit the right of the Holders
of a majority in aggregate principal amount of the Securities of such series to
waive such an Event of Default;


 


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(d)           to cure any ambiguity or to
correct or supplement any provision contained herein or in any supplemental
indenture which may be defective or inconsistent with any other provision
contained herein or in any supplemental indenture, or to make any other
provisions as the Issuer may deem necessary or desirable, provided, that no
such action shall adversely affect the interests of the Holders of the
Securities or Coupons;


 


(e)           to establish the forms or terms
of Securities of any series or of the Coupons appertaining to such Securities
as permitted by Sections 2.1 and 2.3;


 


(f)            to evidence and provide for the
acceptance of appointment hereunder by a successor trustee with respect to the
Securities of one or more series and to add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one trustee, pursuant to
the requirements of Section 6.12; and


 


(g)           to change or eliminate any of the
provisions of this Indenture, or to add any new provision to this Indenture, in
respect of one or more series of Securities; provided, however, that any such
change, elimination or addition shall not apply to any Security Outstanding on
the date of such indenture supplemental hereto.


 


The Trustee is hereby authorized to join with the
Issuer in the execution of any such supplemental indenture, to make any further
appropriate agreements and stipulations which may be therein contained and to
accept the conveyance, transfer, assignment, mortgage or pledge of any property
thereunder, but the Trustee 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.


 


Any supplemental indenture authorized by the
provisions of this Section may be executed without the consent of the
Holders of any of the Securities at the time outstanding, notwithstanding any
of the provisions of Section 8.2.


 


SECTION 8.2 SUPPLEMENTAL
INDENTURES WITH CONSENT OF SECURITYHOLDERS.


 


(A) Except
as set forth in paragraph (C) below, with the consent (evidenced as
provided in Article VII) of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding of all
series of Senior Securities affected by such supplemental indenture (voting as
one class), the Issuer, when authorized by a Board Resolution (which resolution
may provide general terms or parameters for such action and may provide that
the specific terms of such action may be determined in accordance with or
pursuant to an Issuer Order), and the Trustee may, from time to time and at any
time, enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act as in force and effect at
the date of execution thereof) for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture
or of any supplemental indenture or of modifying in any manner the rights of
the Holders of the Securities of each such series or of the Coupons
appertaining to such Securities.


 


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(B) Except
as set forth in paragraph (C) below, with the consent (evidenced as
provided in Article VII) of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding of all
series of Subordinated Securities affected by such supplemental indenture
(voting as one class), the Issuer, when authorized by a Board Resolution (which
resolution may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in accordance
with or pursuant to an Issuer Order), and the Trustee may, from time to time
and at any time, enter into an indenture or indentures supplemental hereto
(which shall conform to the provisions of the Trust Indenture Act as in force
and effect at the date of execution thereof) for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the Holders of the Securities of each such series or of the
Coupons appertaining to such Securities.


 


(C) No
such supplemental indenture shall (i) extend the final maturity of any
Security, or reduce the principal amount thereof, or premium thereon, if any,
or reduce the rate or extend the time of payment of interest thereon, or reduce
any amount payable on redemption thereof, or make the principal thereof
(including any amount in respect of original issue discount), or premium
thereon, if any, or interest thereon payable in any coin or currency other than
that provided in the Securities and Coupons or in accordance with the terms
thereof, or reduce the amount of the principal of an Original Issue Discount Security
that would be due and payable upon an acceleration of the maturity thereof
pursuant to Section 5.1 or the amount thereof provable in bankruptcy
pursuant to Section 5.2, or in the case of Subordinated Securities of any
series, modify any of the Subordination Provisions or the definition of “Senior
Indebtedness” relating to such series in a manner adverse to the holders of
such Subordinated Securities, or alter the provisions of Section 11.11 or
11.12 or impair or affect the right of any Securityholder to institute suit for
the payment thereof when due or, if the Securities provide therefor, any right
of repayment at the option of the Securityholder, in each case without the
consent of the Holder of each Security so affected, or (ii) reduce the
aforesaid percentage of Securities of any series, the consent of the Holders of
which is required for any such supplemental indenture, without the consent of
the Holders of each Security so affected.


 


(D) 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 Holders of Securities of such series, or of Coupons appertaining to
such Securities, with respect to such covenant or provision, shall be deemed
not to affect the rights under this Indenture of the Holders of Securities of
any other series or of the Coupons appertaining to such Securities.


 


Upon the request of the Issuer, accompanied by a
copy of a resolution of the Board of Directors (which resolution may provide
general terms or parameters for such action and may provide that the specific
terms of such action may be determined in accordance with or pursuant to an
Issuer Order) certified by the secretary or an assistant secretary of the
Issuer authorizing the execution of any such supplemental indenture, and upon
the filing with the Trustee of evidence of the consent of the Holders of the
Securities as aforesaid and other


 


47

















 


documents, if any, required by Section 7.1,
the Trustee shall join with the Issuer in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
supplemental indenture.


 


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


 


Promptly after the execution by the Issuer and the
Trustee of any supplemental indenture pursuant to the provisions of this
Section, the Trustee shall give notice thereof (i) to the Holders of then
Outstanding Registered Securities of each series affected thereby, by mailing a
notice thereof by first-class mail to such Holders at their addresses as they
shall appear on the Security register, (ii) if any Unregistered Securities
of a series affected thereby are then Outstanding, to the Holders thereof who
have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of
the Trust Indenture Act, by mailing a notice thereof by first-class mail to
such Holders at such addresses as were so furnished to the Trustee and (iii) if
any Unregistered Securities of a series affected thereby are then Outstanding,
to all Holders thereof, by publication of a notice thereof at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York and at
least once in an Authorized Newspaper in London (and, if required by Section 3.7,
at least once in an Authorized Newspaper in Luxembourg), and in each case such
notice shall set forth in general terms the substance of such supplemental
indenture.  Any failure of the Issuer to
give such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture.


 


SECTION 8.3 EFFECT OF
SUPPLEMENTAL INDENTURE.  Upon the
execution of any supplemental indenture pursuant to the provisions hereof, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Issuer and the Holders
of Securities of each series affected thereby shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.


 


SECTION 8.4 DOCUMENTS TO BE
GIVEN TO TRUSTEE.  The Trustee, subject to the
provisions of Sections 6.1 and 6.2, may receive an Officer’s Certificate and an
Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article VIII complies with the applicable
provisions of this Indenture.


 


SECTION 8.5 NOTATION ON
SECURITIES IN RESPECT OF SUPPLEMENTAL INDENTURES.  Securities
of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article may bear
a notation in form approved by the Trustee for such series as to any matter
provided for by such supplemental indenture or as to any action taken by
Securityholders.  If the Issuer or the
Trustee shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee and the Board of Directors, to any
modification of this Indenture contained in any such


 


48

















 


supplemental indenture may be prepared by the
Issuer, authenticated by the Trustee and delivered in exchange for the
Securities of such series then Outstanding.


 


ARTICLE IX


 


CONSOLIDATION, MERGER, SALE OR CONVEYANCE


 


SECTION 9.1 ISSUER MAY CONSOLIDATE,
ETC., ONLY ON CERTAIN TERMS.  The Issuer
shall not consolidate with or merge into any other Person or transfer or lease
its properties and assets substantially as an entirety to any Person, and the
Issuer shall not permit any other Person to consolidate with or merge into the
Issuer, unless:


 


(a)           either the Issuer shall be the
continuing corporation, or the successor corporation (if other than the Issuer)
formed by such consolidation or into which the Issuer is merged or to which the
properties and assets of the Issuer substantially as an entirety are
transferred or leased shall be a corporation organized and 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, all
the obligations of the Issuer under the Securities and this Indenture; and


 


(b)           immediately after giving effect
to such transaction and treating any indebtedness which becomes an obligation
of the Issuer or a Subsidiary as a result of such transaction as having been
incurred by the Issuer 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.


 


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SECTION 9.2 SUCCESSOR
CORPORATION SUBSTITUTED.  The
successor corporation formed by such consolidation or into which the Issuer is
merged or to which such transfer or lease is made shall succeed to and be
substituted for, and may exercise every right and power of, the Issuer under
this Indenture with the same effect as if such successor corporation had been
named as the Issuer herein, and thereafter (except in the case of a lease to
another Person) the predecessor corporation shall be relieved of all obligations
and covenants under the Indenture and the Securities and, in the event of such
conveyance or transfer, any such predecessor corporation may be dissolved and
liquidated.


 


SECTION 9.3 OPINION OF
COUNSEL TO BE GIVEN TO TRUSTEE.  The
Trustee, subject to the provisions of Sections 6.1 and 6.2, may receive an
Opinion of Counsel as conclusive evidence that any such consolidation, merger,
sale or conveyance, and any such assumption, complies with the provisions of
this Article IX.


 


ARTICLE X


 


SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS


 


SECTION 10.1 SATISFACTION
AND DISCHARGE OF INDENTURE.


 


(A)          If at any time (i) the
Issuer shall have paid or caused to be paid the principal of and interest on
all the Securities of any series Outstanding hereunder and all unmatured
Coupons appertaining thereto (other than Securities of such series and Coupons
appertaining thereto which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 2.9) as and when the same
shall have become due and payable, or (ii) the Issuer shall have delivered
to the Trustee for cancellation all Securities of any series theretofore
authenticated and all unmatured Coupons appertaining thereto (other than any
Securities of such series and Coupons appertaining thereto which shall have
been destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.9) or (iii) in the case of any series of
Securities where the exact amount (including the currency of payment) of principal
of and interest due on which can be determined at the time of making the
deposit referred to in clause (b) below, (a) all the Securities of
such series and all unmatured Coupons appertaining thereto not theretofore
delivered to the Trustee for cancellation shall have become due and payable, or
are by their terms to become due and payable within one year or are to be
called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption, and (b) the Issuer shall
have irrevocably deposited or caused to be deposited with the Trustee as trust
funds in trust the entire amount, if any, in (i) cash (other than moneys
repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.4),
(ii) in the case of any series of Securities the payments on which may
only be made in Dollars, direct obligations of the United States of America,
backed by its full faith and credit (“U.S. Government Obligations”), maturing
as to principal and interest at such times and in such amounts as will insure
the availability of cash sufficient to pay at such maturity or upon such
redemption, as the case may be, or (iii) a combination thereof,
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 (x) the principal and interest on all Securities of such
series and Coupons appertaining thereto on each date that such principal or
interest is due and payable and (y) any mandatory sinking fund payments on
the dates on which such payments are


 


50

















 


due and payable in accordance with the terms of the
Indenture and the Securities of such series; and if, in any such case, the
Issuer shall also pay or cause to be paid all other sums payable hereunder by
the Issuer, then this Indenture shall cease to be of further effect (except as
to (i) rights of registration of transfer and exchange of Securities of
such Series and of Coupons appertaining thereto pursuant to Section 2.8
and the Issuer’s right of optional redemption, if any, (ii) substitution
of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights
of holders of Securities and Coupons appertaining thereto to receive payments
of principal thereof and interest thereon, upon the original stated due dates
therefor (but not upon acceleration), and remaining rights of the Holders to
receive mandatory sinking fund payments, if any, (iv) any optional
redemption rights of such series of Securities to the extent to be exercised to
make such call for redemption within one year, (v) the rights,
obligations, duties and immunities of the Trustee hereunder, including those
under Section 6.6, (vi) the rights of the Holders of Securities of
such series and Coupons appertaining thereto as beneficiaries hereof with
respect to the property so deposited with the Trustee payable to all or any of
them, and (vii) the obligations of the Issuer under Section 3.2) and
the Trustee, on demand of the Issuer accompanied by an Officer’s Certificate
and an Opinion of Counsel and at the cost and expense of the Issuer, shall
execute proper instruments acknowledging such satisfaction of and discharging
this Indenture; provided, that the rights of Holders of the Securities and
Coupons to receive amounts in respect of principal of and interest on the
Securities and Coupons held by them shall not be delayed longer than required
by then-applicable mandatory rules or policies of any securities exchange
upon which the Securities are listed. 
The Issuer agrees to reimburse the Trustee for any costs or expenses
thereafter reasonably and properly incurred and to compensate the Trustee for
any services thereafter reasonably and properly rendered by the Trustee in
connection with this Indenture or the Securities of such series.


 


(B)           The following provisions shall
apply to the Securities of each series unless specifically otherwise provided
in a Board Resolution, Officer’s Certificate or indenture supplemental hereto
provided pursuant to Section 2.3. 
In addition to discharge of the Indenture pursuant to the next preceding
paragraph, in the case of any series of Securities the exact amounts (including
the currency of payment) of principal of and interest due on which can be
determined at the time of making the deposit referred to in clause (a) below,
the Issuer shall be deemed to have paid and discharged the entire indebtedness
on all the Securities of such a series and the Coupons appertaining thereto on
the date of the deposit referred to in clause (a) below, and the
provisions of this Indenture with respect to the Securities of such series and
Coupons appertaining thereto shall no longer be in effect (except as to (i) rights
of registration of transfer and exchange of Securities of such series and of
Coupons appertaining thereto pursuant to Section 2.8 and the Issuer’s
right of optional redemption, if any, (ii) substitution of mutilated,
defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of
Holders of Securities and Coupons appertaining thereto to receive payments of
principal thereof and interest thereon, upon the original stated due dates
therefor (but not upon acceleration), and remaining rights of the Holders to
receive mandatory sinking fund payments, if any, (iv) any optional
redemption rights of such series of Securities to the extent to be exercised to
make such call for redemption within one year, (v) the rights,
obligations, duties and immunities of the Trustee hereunder, (vi) the
rights of the Holders of Securities of such series and Coupons appertaining
thereto as beneficiaries hereof with respect to the property so deposited with
the Trustee payable to all or any of them and (vii) the obligations of the
Issuer under Section 3.2) and the Trustee, at the


 


51

















 


expense of the Issuer, shall at the Issuer’s
request, execute proper instruments acknowledging the same, if


 


(a)           with reference to this provision
the Issuer has irrevocably deposited or caused to be irrevocably deposited with
the Trustee as trust funds in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of the Securities of such
series and Coupons appertaining thereto (i) cash in an amount, or (ii) in
the case of any series of Securities the payments on which may only be made in
Dollars, U.S. Government Obligations, maturing as to principal and interest at
such times and in such amounts as will insure the availability of cash or (iii) a
combination thereof, 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 (A) the principal and interest on all
Securities of such series and Coupons appertaining thereto on each date that
such principal or interest is due and payable and (b) any mandatory
sinking fund payments on the dates on which such payments are due and payable
in accordance with the terms of the Indenture and the Securities of such
series;


 


(b)           such deposit will not result in a
breach or violation of, or constitute a default under, any agreement or
instrument to which the Issuer is a party or by which it is bound;


 


(c)           the Issuer has delivered to the Trustee
an Opinion of Counsel based on the fact that (x) the Issuer has received
from, or there has been published by, the IRS a ruling or (y) since the
date hereof, there has been a change in the applicable United States Federal
income tax law, in either case to the effect that, and such opinion shall
confirm that, the Holders of the Securities of such series and Coupons
appertaining thereto will not recognize income, gain or loss for United States
Federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to United States Federal income tax on the same
amount and in the same manner and at the same times, as would have been the
case if such deposit, defeasance and discharge had not occurred; and


 


(d)           the Issuer has delivered to the
Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
all conditions precedent provided for relating to the defeasance contemplated
by this provision have been complied with.


 


(C)           The Issuer shall be released from
its obligations under Sections 3.6 and 9.1 and unless otherwise provided for in
the Board Resolution, Officer’s Certificate or Indenture supplemental hereto
establishing such series of Securities, from all covenants and other
obligations referred to in Section 2.3(19) or 2.3(21) with respect to such
series of Securities, and any Coupons appertaining thereto, outstanding on and
after the date the conditions set forth below are satisfied (hereinafter,
“covenant defeasance”).  For this
purpose, such covenant defeasance means that, with respect to the Outstanding
Securities of any series, the Issuer may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in such
Section, whether directly or indirectly by reason of any reference elsewhere
herein to such Section or by reason of any reference in such Section to
any other provision herein or in any other document and such omission to comply
shall not constitute an Event of Default under Section 5.1, but the remainder
of this Indenture and such Securities and Coupons shall be


 


52

















 


unaffected thereby. 
The following shall be the conditions to application of this subsection
C of this Section 10.1:


 


(a)           The Issuer has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust
for the purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefit of the holders of the
Securities of such series and coupons appertaining thereto, (i) cash in an
amount, or (ii) in the case of any series of Securities the payments on
which may only be made in Dollars, U.S. Government Obligations maturing as to
principal and interest at such times and in such amounts as will insure the
availability of cash or (iii) a combination thereof, 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 (A) the
principal and interest on all Securities of such series and Coupons
appertaining thereof and (B) any mandatory sinking fund payments on the
day on which such payments are due and payable in accordance with the terms of
the Indenture and the Securities of such series;


 


(b)           No Event of Default or event
which with notice or lapse of time or both would become an Event of Default
with respect to the Securities shall have occurred and be continuing on the
date of such deposit;


 


(c)           Such covenant defeasance shall not
cause the Trustee to have a conflicting interest as defined in Section 6.9
and for purposes of the Trust Indenture Act with respect to any securities of
the Issuer;


 


(d)           Such covenant defeasance shall
not result in a breach or violation of, or constitute a default under any
agreement or instrument to which the Issuer is a party or by which it is bound;


 


(e)           Such covenant defeasance shall
not cause any Securities then listed on any registered national securities
exchange under the Exchange Act to be delisted;


 


(f)            The Issuer shall have delivered
to the Trustee an Officer’s Certificate and Opinion of Counsel to the effect
that the Holders of the Securities of such series and Coupons appertaining
thereto will not recognize income, gain or loss for United States Federal
income tax purposes as a result of such covenant defeasance and will be subject
to United States Federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such covenant defeasance had
not occurred; and


 


(g)           The Issuer shall have delivered
to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
that all conditions precedent provided for relating to the covenant defeasance
contemplated by this provision have been complied with.


 


SECTION 10.2 APPLICATION BY
TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT OF SECURITIES. 
Subject to Section 10.4, all moneys deposited with the Trustee (or
other trustee) pursuant to Section 10.1 shall be held in trust and applied
by it to the payment, either directly or through any paying agent (including
the Issuer acting as its own


 


53

















 


paying agent), to the Holders of the particular
Securities of such series and of Coupons appertaining thereto for the payment
or redemption of which such moneys have been deposited with the Trustee, of all
sums due and to become due thereon for principal and interest; but such money
need not be segregated from other funds except to the extent required by law.


 


SECTION 10.3 REPAYMENT OF
MONEYS HELD BY PAYING AGENT.  In
connection with the satisfaction and discharge of this Indenture with respect
to Securities of any series, all moneys then held by any paying agent under the
provisions of this Indenture with respect to such series of Securities shall,
upon demand of the Issuer, be repaid to it or paid to the Trustee and thereupon
such paying agent shall be released from all further liability with respect to
such moneys.


 


SECTION 10.4 RETURN OF
MONEYS HELD BY TRUSTEE AND PAYING AGENT UNCLAIMED FOR TWO YEARS. 
Any moneys deposited with or paid to the Trustee or any paying agent for
the payment of the principal of or interest on any Security of any series and
of any Coupons attached thereto and not applied but remaining unclaimed for two
years after the date upon which such principal or interest shall have become
due and payable, shall, upon the written request of the Issuer and unless
otherwise required by mandatory provisions of applicable escheat or abandoned
or unclaimed property law, be repaid to the Issuer by the Trustee for such
series or such paying agent, and the Holder of the Securities of such series
and of any Coupons appertaining thereto shall, unless otherwise required by
mandatory provisions of applicable escheat or abandoned or unclaimed property
laws, thereafter look only to the Issuer for any payment which such Holder may
be entitled to collect, and all liability of the Trustee or any paying agent
with respect to such moneys shall thereupon cease; provided, that the Trustee
or such paying agent, before being required to make any such repayment with
respect to moneys deposited with it for any payment (a) in respect of
Registered Securities of any series, shall at the expense of the Issuer, mail
by first-class mail to Holders of such Securities at their addresses as they
shall appear on the Security register, and (b) in respect of Unregistered
Securities of any series, shall at the expense of the Issuer cause to the
published once, in an Authorized Newspaper in the Borough of Manhattan, The
City of New York and once in an Authorized Newspaper in London (and, if
required by Section 3.7, once in an Authorized Newspaper in Luxembourg),
notice, that such moneys remain and that, after 
a date specified therein, which shall not be less than thirty days from
the date of such mailing or publication, any unclaimed balance of such money
then remaining will be repaid to the Issuer.


 


SECTION 10.5 INDEMNITY FOR
U.S. GOVERNMENT OF OBLIGATIONS.  The Issuer
shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 10.1 or the principal or interest received in respect
of such obligations.


 


SECTION 10.6 EFFECT ON
SUBORDINATION PROVISIONS.  Unless
otherwise expressly established pursuant to Section 2.3 with respect to
the Subordinated Securities of any series, the provisions of Section 11.13
hereof, insofar as they pertain to the Subordinated Securities of such series,
and the Subordination Provisions established pursuant to Section 2.3(9) with
respect to such series, are hereby expressly made subject to the provisions for
satisfaction and discharge and defeasance and covenant defeasance set forth in Section 10.1
hereof and, anything herein to the contrary notwithstanding, upon the
effectiveness of such


 


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satisfaction and discharge and defeasance and
covenant  defeasance pursuant to Section 10.1
with respect to the Securities of such series, such Securities shall thereupon
cease to be so subordinated and shall no longer be subject to the provisions
of  Section 11.13 or the
Subordination Provisions established pursuant to Section 2.3(9) with
respect to such series and, without limitation to the foregoing, all moneys,
U.S. Government Obligations and other securities or property deposited with the
Trustee (or other qualifying trustee) in trust in connection with such
satisfaction and discharge, defeasance or covenant defeasance, as the case may
be, and all proceeds therefrom may be applied to pay the principal of, premium,
if any, and interest, if any, on, and mandatory sinking fund payments, if any,
with respect to the Securities of such series as and when the same shall become
due and payable notwithstanding the provisions of Section 11.13 or such
Subordination Provisions.


 


ARTICLE XI


 


MISCELLANEOUS PROVISIONS


 


SECTION 11.1 INCORPORATORS,
STOCKHOLDERS, OFFICERS AND DIRECTORS OF ISSUER EXEMPT FROM INDIVIDUAL LIABILITY. 
No recourse under or upon any obligation, covenant or agreement
contained in this Indenture, or in any Security, or because of any indebtedness
evidenced thereby, shall be had against any incorporator, as such, or against
any past, present or future stockholder, officer or director, as such, of the
Issuer or of any successor, either directly or through the Issuer or any
successor, under any rule of law, statute or constitutional provision or
by the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Securities and the Coupons, if any, appertaining thereto by
the Holders thereof and as part of the consideration for the issue of the
Securities and the Coupons appertaining thereto.


 


SECTION 11.2 PROVISIONS OF
INDENTURE FOR THE SOLE BENEFIT OF PARTIES AND HOLDERS OF SECURITIES AND COUPONS. 
Nothing in this Indenture, in the Securities or in the Coupons
appertaining thereto, expressed or implied, shall give or be construed to give
to any person, firm or corporation, other than the parties thereto and their
successors and the Holders of the Securities or Coupons, if any and, in the
case of the Subordinated Securities of any series, the holders of Senior
Indebtedness with respect to such series, any legal or equitable right, remedy
or claim under this Indenture or under any covenant or provision herein
contained, all such covenants and provisions being for the sole benefit of the
parties hereto and their successors and of the Holders of the Securities or
Coupons, if any and, in the case of the Subordinated Securities of any series,
the holders of Senior Indebtedness with respect to such series.


 


SECTION 11.3 SUCCESSORS AND
ASSIGNS OF ISSUER BOUND BY INDENTURE.  All the
covenants, stipulations, promises and agreements in this Indenture contained by
or in behalf of the Issuer shall bind its successors and assigns, whether so
expressed or not.


 


SECTION 11.4 NOTICES AND
DEMANDS ON ISSUER, TRUSTEE AND HOLDERS OF SECURITIES AND COUPONS. 
Any notice or demand which by any


 


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provision of this Indenture is required or
permitted to be given or served by the Trustee or by the Holders of Securities
or Coupons, if any, to or on the Issuer may be given or served by being
deposited postage prepaid, first-class mail (except as otherwise specifically
provided herein) addressed (until another address of the Issuer is filed by the
Issuer with the Trustee) to DineEquity, Inc., 450 North Brand Boulevard,
Glendale, California 91203, Attention: 
Secretary.  Any notice, direction,
request or demand by the Issuer or any Holder of Securities or Coupons, if any,
to or upon the Trustee shall be deemed to have been sufficiently given or
served by being deposited postage prepaid, first-class mail (except as
otherwise specifically provided herein) addressed (until another address of the
Trustee is filed by the Trustee with the Issuer) to
[                            ].


 


Where this Indenture provides for notice to Holders
of Registered Securities, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class
mail, postage prepaid, to each Holder entitled thereto, at his last address as
it appears in the Security register.


 


Where this Indenture provides for notice to holders
of Unregistered Securities, such notice shall be sufficiently given (unless
otherwise expressly provided herein) by giving notice to such Holders (a) by
publication of such notice at least once in an Authorized Newspaper in the
Borough of Manhattan, The City of New York, and at least once in an Authorized
Newspaper in London (and, if required by Section 3.7, once in an
Authorized Newspaper in Luxembourg), and (b) by mailing such notice to the
Holders of Unregistered Securities who have filed their names and addresses
with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture
Act at such addresses as were so furnished to the Trustee.


 


In any case where notice to such Holders is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders.  Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Holders shall be filed
with the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.


 


The Trustee agrees to accept and act upon facsimile
transmission of written instructions and/or directions pursuant to this
Indenture given by the Company, provided, however that (i) the Company,
subsequent to such facsimile transmission of written instructions and/or
directions, shall provide the originally executed instructions and/or
directions to the Trustee in a timely manner and (ii) such originally
executed instructions and/or directions shall be signed by an authorized
officer of the Company.


 


In case, by reason of the suspension of or
irregularities in regular mail service, it shall be impracticable to mail
notice to the Issuer when such notice is required to the given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall be
reasonably satisfactory to the Trustee shall be deemed to be a sufficient
giving of such notice.


 


SECTION 11.5 OFFICER’S
CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS TO BE CONTAINED THEREIN. 
Upon any application or


 


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demand by the Issuer to the Trustee to take any
action under any of the provisions of this Indenture, the Issuer shall furnish
to the Trustee an Officer’s Certificate stating that all conditions precedent
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or demand, no additional certificate or opinion
need be furnished.


 


Each certificate or opinion provided for in this
Indenture and delivered to the Trustee with respect to compliance with a
condition or covenant provided for in this Indenture shall include (a) a
statement that the person making such certificate or opinion has read such
covenant or condition, (b) a brief statement as to the nature and scope of
the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based, (c) a statement that,
in the opinion of such person, he has made such examination or investigation as
is necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with and (d) a statement as
to whether or not, in the opinion of such person, such condition or covenant
has been complied with.


 


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


 


Any certificate, statement or opinion of an officer
of the Issuer or of counsel may be based, insofar as it relates to accounting
matters, upon a certificate or opinion of or representations by an accountant
or firm of accountants in the employ of the Issuer, unless such officer or
counsel, as the case may be, knows that the certificate or opinion of or
representations with respect to the accounting matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous, or
in the exercise of reasonable care should know that  the same are erroneous.


 


Any certificate or opinion of any independent firm
of public accountants filed with and directed to the Trustee shall contain a
statement that such firm is independent.


 


SECTION 11.6 PAYMENTS DUE ON
SATURDAYS, SUNDAYS AND HOLIDAYS.  If the
date of maturity of interest on or principal of the Securities of any series or
any Coupons appertaining thereto or the date fixed for redemption or repayment
of any such Security or Coupon shall not be a Business Day, then payment of
interest or principal need not be made on such date, but may be made on the
next succeeding Business Day with the same


 


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force and effect as if made on the date of maturity
or the date fixed for redemption, and no interest shall accrue for the period
after such date.


 


SECTION 11.7 CONFLICT OF ANY
PROVISION OF INDENTURE WITH TRUST INDENTURE ACT.  If and to
the extent that any provision of this Indenture limits, qualifies or conflicts
with duties imposed by, or with another provision (an “incorporated provision”)
included in this Indenture by operation of Sections 310 to 318, inclusive, of
the Trust Indenture Act, such imposed duties or incorporated provision shall
control.


 


SECTION 11.8 NEW YORK LAW TO
GOVERN; WAIVER OF JURY TRIAL.  THIS INDENTURE AND EACH SECURITY AND COUPON SHALL BE
DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL
PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH
STATE, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW
YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b).


 


EACH OF THE ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE,
THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.


 


SECTION 11.9 COUNTERPARTS. 
This Indenture may be executed in any number of counterparts, each of
which shall be an original; but such counterparts shall together constitute but
one and the same instrument.


 


SECTION 11.10 EFFECT OF
HEADINGS.  The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.


 


SECTION 11.11 SECURITIES IN A
FOREIGN CURRENCY.  Unless otherwise specified in
an Officer’s Certificate delivered pursuant to Section 2.3 of this
Indenture with respect to a particular series of Securities, whenever for
purposes of this Indenture any action may be taken by the Holders of a
specified percentage in aggregate principal amount of Securities of all series
or all series affected by a particular action at the time Outstanding and, at
such time, there are Outstanding Securities of any series which are denominated
in a Foreign Currency, then the principal amount of Securities of such series
which shall be deemed to be Outstanding for the purpose of taking such action
shall be that amount of Dollars that could be obtained for such amount at the
Market Exchange Rate.  For purposes of
this Section 11.11, “Market Exchange Rate” shall mean the noon Dollar buying
rate in The City of New York for cable transfers of such currency or currencies
as published by the Federal Reserve Bank of New York as of the most recent
available date.  If such Market Exchange
Rate is not available for any reason with respect to such currency, the Trustee
shall use, in its sole discretion and without liability on its part, such
quotation of the Federal Reserve Bank of New York or quotations from one or
more major banks in The City of New York or in the country of issue of the currency
in question, which for purposes of the euro shall be any member state of the
European Union that


 


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has adopted the euro, as the Trustee shall deem
appropriate.  The provisions of this
paragraph shall apply in determining the equivalent principal amount in respect
of Securities of a series denominated in a currency other than Dollars in
connection with any action taken by Holders of Securities pursuant to the terms
of this Indenture.


 


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


 


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SECTION 11.12 JUDGMENT
CURRENCY.  The Issuer agrees, to the
fullest extent that it may effectively do so under applicable law, that (a) if
for the purpose of obtaining judgment in any court it is necessary to convert
the sum due in respect of the principal of or interest on the Securities of any
series (the “Required Currency”) into a currency in which a judgment will be
rendered (the “Judgment Currency”), the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment
Currency on the day on which final unappealable judgment is entered, unless
such day is not a New York Banking Day, then, to the extent permitted by
applicable law, the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the New
York Banking Day preceding the day on which final unappealable judgment is
entered and (b) its obligations under this Indenture to make payments in
the Required Currency (i) shall not be discharged or satisfied by any
tender, or any recovery pursuant to any judgment (whether or not entered in
accordance with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be
enforceable as an alternative or additional cause of action for the purpose of
recovering in the Required Currency the amount, if any, by which such actual
receipt shall fall short of the full amount of the Required Currency so expressed
to be payable and (iii) shall not be affected by judgment being obtained
for any other sum due under this Indenture. 
For purposes of the foregoing, “New York Banking Day” means any day
except a Saturday, Sunday or a legal holiday in The City of New York or a day
on which banking institutions in The City of New York are authorized or
required by law or executive order to close.


 


SECTION 11.13 AGREEMENT TO
SUBORDINATE.  The Issuer, for itself, its
successors and assigns, covenants and agrees, and each Holder of Subordinated
Securities of any series by his acceptance thereof, likewise covenants and
agrees, that the payment of the principal of (and premium, if any) and
interest, if any, on, and mandatory sinking fund payments, if any, in respect
of each and all of the Subordinated Securities of such series shall be
expressly subordinated, to the extent and in the manner provided in the
Subordination Provisions established with respect to the Subordinated
Securities of such series pursuant to Section 2.3(9) hereof, in right
of payment to the prior payment in full of all Senior Indebtedness with respect
to such series.


 


ARTICLE XII


 


REDEMPTION OF SECURITIES AND SINKING FUNDS


 


SECTION 12.1 APPLICABILITY
OF ARTICLE.  The provisions of this Article shall
be applicable to the Securities of any series which are redeemable before their
maturity or to any sinking fund for the retirement of Securities of a series
except as otherwise specified as contemplated by Section 2.3 for
Securities of such series.


 


SECTION 12.2 NOTICE OF
REDEMPTION; PARTIAL REDEMPTIONS.  Notice of
redemption to the Holders of Registered Securities of any series to be redeemed
as a whole or in part at the option of the Issuer shall be given by mailing
notice of such redemption


 


60

















 


by first-class mail, postage prepaid, at least 30
days and not more than 60 days prior to the date fixed for redemption to such
Holders of Securities of such series at their last addresses as they shall
appear upon the registry books.  Notice
of redemption to the Holders of Unregistered Securities to be redeemed as a
whole or in part, who have filed their names and addresses with the Trustee
pursuant to Section 313(c)(2) of the Trust Indenture Act shall be
given by mailing notice of such redemption, by first-class mail, postage
prepaid, at least 30 days and not more than 60 prior to the date fixed for
redemption, to such Holders at such addresses as were so furnished to the
Trustee (and, in the case of any such notice given by the Issuer, the Trustee
shall make such information available to the Issuer for such purpose).  Notice of redemption to all other Holders of
Unregistered Securities shall be published in an Authorized Newspaper in the
Borough of Manhattan, The City of New York and in an Authorized Newspaper in
London (and, if required by Section 3.7, in an Authorized Newspaper in
Luxembourg), in each case, once in each of three successive calendar weeks, the
first publication to be not less than 30 nor more than 60 days prior to the
date fixed for redemption.  Any notice
which is mailed in the manner herein provided shall be conclusively presumed to
have been duly given, whether or not the Holder receives the notice.  Failure to give notice by mail, or any defect
in the notice to the Holder of any Security of a series designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of such Security of such series.


 


The notice of redemption to each such Holder shall
identify the Securities to be redeemed (including CUSIP number(s), if any) and
specify the aggregate principal amount of Securities of such series to be
redeemed, the date fixed for redemption, the redemption price, the place or
places of payment, that payment will be made upon presentation and surrender of
such Securities and, in the case of Securities with Coupons attached thereto,
of all Coupons appertaining thereto maturing after the date fixed for
redemption, that such redemption is pursuant to the mandatory or optional
sinking fund, or both, if such be the case, that interest accrued to the date
fixed for redemption will be paid as specified in such notice and that on and
after said date interest thereon or on the portions thereof to be redeemed will
cease to accrue.  In case any Security of
a series is to be redeemed in part only, the notice of redemption to Holders of
Securities of the series shall state the portion of the principal amount
thereof to be redeemed and shall state that on and after the date fixed for
redemption, upon surrender of such Security, a new Security or Securities of
such series in principal amount equal to the unredeemed portion thereof will be
issued.


 


The notice of redemption of Securities of any
series to be redeemed at the option of the Issuer shall be given by the Issuer
or, at the Issuer’s request, by the Trustee in the name and at the expense of
the Issuer.


 


On or before the redemption date specified in the
notice of redemption given as provided in this Section, the Issuer will deposit
with the Trustee or with one or more paying agents (or, if the Issuer is acting
as its own paying agent, set aside, segregate and hold in trust as provided in Section 3.4)
an amount of money sufficient to redeem on the redemption date all the Securities
of such series so called for redemption at the appropriate redemption price,
together with accrued interest to the date fixed for redemption.  The Issuer will deliver to the Trustee at
least 70 days prior to the date fixed for redemption, or such shorter period as
shall be acceptable to the Trustee, an Officer’s Certificate stating the
aggregate principal amount of Securities to be redeemed.  In case of a redemption at the election of
the Issuer prior to the expiration of any


 


61

















 


restriction on such redemption, the Issuer shall
deliver to the Trustee, prior to the giving of any notice of redemption to
Holders pursuant to this Section, an Officer’s Certificate stating that such
restriction has been complied with.


 


If less than all the Securities of a series are to
be redeemed, the Trustee shall select, in such manner as it shall deemed
appropriate and fair, in its sole discretion, Securities of such series to be
redeemed in whole or in part.  Securities
may be redeemed in part in multiples equal to the minimum authorized
denomination for Securities of such series or any multiple thereof.  The Trustee shall promptly notify the Issuer
in writing of the Securities of such series selected for redemption and, in the
case of any Securities of such series selected for partial redemption, the
principal amount thereof to be redeemed. 
For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities of any series
shall relate, in the case of any Security redeemed or to be redeemed only in
part, to the portion of the principal amount of such Security which has been or
is to be redeemed.


 


SECTION 12.3 PAYMENT OF
SECURITIES CALLED FOR REDEMPTION.  If notice
of redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date
and at the place stated in such notice at the applicable redemption price,
together with interest accrued to the date fixed for redemption, and on and
after said date (unless the Issuer shall default in the payment of such
Securities at the redemption price, together with interest accrued to said
date) interest on the Securities or portions of Securities so called for
redemption shall cease to accrue, and the unmatured Coupons, if any,
appertaining thereto shall be void, and, except as provided in Sections 6.5 and
10.4, such Securities shall cease from and after the date fixed for redemption
to be entitled to any benefit or security under this Indenture, and the Holders
thereof shall have no right in respect of such Securities except the right to
receive the redemption price thereof and unpaid interest to the date fixed for
redemption.  On presentation and
surrender of such Securities at a place of payment specified in said notice,
together with all Coupons, if any, appertaining thereto maturing after the date
fixed for redemption, said Securities or the specified portions thereof shall
be paid and redeemed by the Issuer at the applicable redemption price, together
with interest accrued thereon to the date fixed for redemption; provided, that
payment of interest becoming due on or prior to the date fixed for redemption
shall be payable in the case of Securities with Coupons attached thereto, to
the Holders of the Coupons for such interest upon surrender thereof, and in the
case of Registered Securities, to the Holder of such Registered Securities
registered as such on the relevant record date, subject to the terms and
provisions of Section 2.3 and 2.7 hereof.


 


If any Security called for redemption shall not be
so paid upon surrender thereof for redemption, the principal shall, until paid
or duly provided for, bear interest from the date fixed for redemption at the
rate of interest or Yield to Maturity (in the case of an Original Issue
Discount Security) borne by such Security.


 


If any Security with Coupons attached thereto is
surrendered for redemption and is not accompanied by all appurtenant Coupons
maturing after the date fixed for redemption, the surrender of such missing
Coupon or Coupons may be waived by the Issuer and the Trustee, if there be
furnished to each of them such security or indemnity as they may require to
save each of them harmless.


 


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Upon presentation of any Security redeemed in part
only, the Issuer shall execute and the Trustee shall authenticate and deliver
to or on the order of the Holder thereof, at the expense of the Issuer, a new
Security or Securities of such series, of authorized denominations, in
principal amount equal to the unredeemed portion of the Security so presented.


 


SECTION 12.4 EXCLUSION OF
CERTAIN SECURITIES FROM ELIGIBILITY FOR SELECTION FOR REDEMPTION. 
Securities shall be excluded from eligibility for selection for
redemption if they are identified by registration and certificate number in an
Officer’s Certificate delivered to the Trustee at least 40 days prior to the
last date on which notice of redemption may be given as being owned of record
and beneficially by, and not pledged or hypothecated by, either (a) the
Issuer or (b) an entity specifically identified in such written statement
as directly or indirectly controlling or controlled by or under direct or
indirect common control with the Issuer.


 


SECTION 12.5 MANDATORY AND
OPTIONAL SINKING FUNDS.  The
minimum amount of any sinking fund payment provided for by the terms of the
Securities of any series is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for by the
terms of the Securities of any series is herein referred to as an “optional
sinking fund payment.”  The date on which
a sinking fund payment is to be made is herein referred to as the “sinking fund
payment date.”


 


In lieu of making all or any part of any mandatory
sinking fund payment with respect to any series of Securities in cash, the
Issuer may at its option (a) deliver to the Trustee Securities of such
series theretofore purchased or otherwise acquired (except upon redemption
pursuant to the mandatory sinking fund) by the Issuer or receive credit for
Securities of such series (not previously so credited) theretofore purchased or
otherwise acquired (except as aforesaid) by the Issuer and delivered to the
Trustee for cancellation pursuant to Section 2.10, (b) receive credit
for optional sinking fund payments (not previously so credited) made pursuant
to this Section, or (c) receive credit for Securities of such series (not
previously so credited) redeemed by the Issuer through any optional redemption
provision contained in the terms of such series.  Securities so delivered or credited shall be
received or credited by the Trustee at the sinking fund redemption price
specified in such Securities.


 


On or before the 60th day next preceding each
sinking fund payment date for any series, the Issuer will deliver to the
Trustee an Officer’s Certificate (which need not contain the statements
required by Section 11.5) (a) specifying the portion of the mandatory
sinking fund payment to be satisfied by payment of cash and the portion to be
satisfied by credit of Securities of such series and the basis for such credit,
(b) stating that none of the Securities of such series has theretofore
been so credited, (c) stating that no defaults in the payment of interest
or Events of Default with respect to such series have occurred (which have not
been waived or cured) and are continuing and (d) stating whether or not
the Issuer intends to exercise its right to make an optional sinking fund
payment with respect to such series and, if so, specifying the amount of such
optional sinking fund payment which the Issuer intends to pay on or before the
next succeeding sinking fund payment date. 
Any Securities of such series to be credited and required to be
delivered to the Trustee in order for the Issuer to be entitled to credit
therefor as aforesaid which have not theretofore been delivered to the Trustee
shall be delivered for cancellation pursuant to Section 2.10 to the Trustee
with such Officer’s Certificate (or reasonably promptly


 


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thereafter if acceptable to the Trustee).  Such Officer’s Certificate shall be
irrevocable and upon its receipt by the Trustee, the Issuer shall become
unconditionally obligated to make all the cash payments or payments therein
referred to, if any, on or before the next succeeding sinking fund payment
date.  Failure of the Issuer, on or
before any such 60th day, to deliver such Officer’s Certificate and Securities
specified in this paragraph, if any, shall not constitute a default but shall
constitute, on and as of such date, the irrevocable election of the Issuer (i) that
the mandatory sinking fund payment for such series due on the next succeeding
sinking fund payment date shall be paid entirely in cash without the option to
deliver or credit Securities of such series in respect thereof and (ii) that
the Issuer will make no optional sinking fund payment with respect to such
series as provided in this Section.


 


If the sinking fund payment or payments (mandatory
or optional or both) to be made in cash on the next succeeding sinking fund
payment date plus any unused balance of any preceding sinking fund payments
made in cash shall exceed $50,000 (or the equivalent thereof in any Foreign
Currency) or a lesser sum in Dollars (or the equivalent thereof in any Foreign
Currency) if the Issuer shall so request with respect to the Securities of any
particular series, such cash shall be applied on the next succeeding sinking
fund payment date to the redemption of Securities of such series at the sinking
fund redemption price together with accrued interest to the date fixed for
redemption.  If such amount shall be
$50,000 (or the equivalent thereof in any Foreign Currency) or less and the
Issuer makes no such request then it shall be carried over until a sum in
excess of $50,000 (or the equivalent thereof in any Foreign Currency) is
available.  The Trustee shall select, in
the manner provided in Section 12.2, for redemption on such sinking fund
payment date a sufficient principal amount of Securities of such series to
absorb said cash, as nearly as may be, and shall (if requested in writing by
the Issuer) inform the Issuer of the serial numbers of the Securities of such
series (or portions thereof) so selected. 
Securities shall be excluded from eligibility for redemption under this Section if
they are identified by registration and certificate number in an Officer’s
Certificate delivered to the Trustee at least 40 days prior to the sinking fund
payment date as being owned of record and beneficially by, and not pledged or
hypothecated by, either (a) the Issuer or (b) an entity specifically
identified in such Officer’s Certificate as directly or indirectly controlling
or controlled by or under direct or indirect common control with the
Issuer.  The Trustee, in the name and at
the expense of the Issuer (or the Issuer, if it shall so request the Trustee in
writing) shall cause notice of redemption of the Securities of such series to
be given in substantially the manner provided in Section 12.2 (and with
the effect provided in Section 12.3) for the redemption of Securities of
such series in part at the option of the Issuer.  The amount of any sinking fund payments not so
applied or allocated to the redemption of Securities of such series shall be
added to the next cash sinking fund payment for such series and, together with
such payment, shall be applied in accordance with the provisions of this
Section.  Any and all sinking fund moneys
held on the stated maturity date of the Securities of any particular series (or
earlier, if such maturity is accelerated), which are not held for the payment
or redemption of particular Securities of such series shall be applied, together
with other moneys, if necessary, sufficient for the purpose, to the payment of
the principal of, and interest on, the Securities of such series at maturity.


 


On or before each sinking fund payment date, the
Issuer shall pay to the Trustee in cash or shall otherwise provide for the
payment of all interest accrued to the date fixed for redemption on Securities
to be redeemed on the next following sinking fund payment date.


 


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The Trustee shall not redeem or cause to be
redeemed any Securities of a series with sinking fund moneys or give any notice
of redemption of Securities for such series by operation of the sinking fund
during the continuance of a default in payment of interest on such Securities
or of any Event of Default except that, where the giving of notice of
redemption of any Securities shall theretofore have been made, the Trustee
shall redeem or cause to be redeemed such Securities, provided that it shall
have received from the Issuer a sum sufficient for such redemption.  Except as aforesaid, any moneys in the
sinking fund for such series at the time when any such default or Event of
Default shall occur, and any moneys thereafter paid into the sinking fund, shall,
during the continuance of such default or Event of Default be deemed to have
been collected under Article Five and held for the payment of all such
Securities.  In case such Event of
Default shall have been waived as provided in Section 5.10 or the default
cured on or before the sixtieth day preceding the sinking fund payment date in
any year, such moneys shall thereafter be applied on the next succeeding
sinking fund payment date in accordance with this Section to the
redemption of such Securities.


 


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


 


	
   

  	
  DINEEQUITY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [                              ],
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: