Exhibit 4.5


 


OSHKOSH CORPORATION


 


to


 


                                                              ,


 


Trustee


 


 


INDENTURE


Dated as of                      


 


 


Debt Securities


 

















 


TABLE OF CONTENTS*


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  Parties

  	
  1

  
	
  Recitals

  	
  1

  
	
   

  	
   

  
	
  ARTICLE 1. DEFINITIONS

  	
  1

  
	
  SECTION 1.01.

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2. DEBT
  SECURITY FORMS

  	
  9

  
	
  SECTION 2.01.

  	
  Forms Generally

  	
  9

  
	
  SECTION 2.02.

  	
  Forms of Debt
  Securities

  	
  9

  
	
  SECTION 2.03.

  	
  Form of Trustee’s
  Certificate of Authentication

  	
  10

  
	
  SECTION 2.04.

  	
  Debt Securities in
  Global Form

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3. THE DEBT
  SECURITIES

  	
  12

  
	
  SECTION 3.01.

  	
  Title and Terms

  	
  12

  
	
  SECTION 3.02.

  	
  Denominations

  	
  14

  
	
  SECTION 3.03.

  	
  Payment of Principal
  and Interest

  	
  14

  
	
  SECTION 3.04.

  	
  Execution of Debt
  Securities

  	
  14

  
	
  SECTION 3.05.

  	
  Temporary Debt
  Securities

  	
  16

  
	
  SECTION 3.06.

  	
  Exchange and
  Registration of Transfer of Debt Securities

  	
  16

  
	
  SECTION 3.07.

  	
  Mutilated, Destroyed,
  Lost or Stolen Debt Securities

  	
  17

  
	
  SECTION 3.08.

  	
  Payment of Interest;
  Interest Rights Preserved

  	
  18

  
	
  SECTION 3.09.

  	
  Persons Deemed Owners

  	
  19

  
	
  SECTION 3.10.

  	
  Cancellation of Debt
  Securities Paid, etc.

  	
  19

  
	
  SECTION 3.11.

  	
  Currency and Manner of
  Payments

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4. REDEMPTION
  OF DEBT SECURITIES; SINKING FUNDS

  	
  21

  
	
  SECTION 4.01.

  	
  Applicability of
  Article

  	
  21

  
	
  SECTION 4.02.

  	
  Notice of Redemption;
  Selection of Debt Securities

  	
  21

  
	
  SECTION 4.03.

  	
  Payment of Debt
  Securities Called for Redemption

  	
  23

  
	
  SECTION 4.04.

  	
  Exclusion of Certain
  Debt Securities from Eligibility for Selection for Redemption

  	
  23

  
	
  SECTION 4.05.

  	
  Provisions with Respect
  to any Sinking Funds

  	
  24

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5. PARTICULAR
  COVENANTS OF THE COMPANY

  	
  25

  
	
  SECTION 5.01.

  	
  Payment of Principal,
  Premium and Interest

  	
  25

  
	
  SECTION 5.02.

  	
  Offices for Notices and
  Payments, etc.

  	
  25

  
	
  SECTION 5.03.

  	
  Appointments to Fill
  Vacancies in Trustee’s Office

  	
  26

  
	
  SECTION 5.04.

  	
  Provisions as to Paying
  Agent

  	
  26

  



 






* This table of
contents shall not, for any purpose, be deemed to be a part of the Indenture.


 


i

















 


	
  SECTION 5.05.

  	
  Certificate to Trustee

  	
  27

  
	
  SECTION 5.06.

  	
  Waivers of Covenants

  	
  27

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6. HOLDERS’
  LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

  	
  27

  
	
  SECTION 6.01.

  	
  Holders’ Lists

  	
  27

  
	
  SECTION 6.02.

  	
  Preservation and
  Disclosure of Lists

  	
  27

  
	
  SECTION 6.03.

  	
  Reports by the Company

  	
  28

  
	
  SECTION 6.04.

  	
  Reports by the Trustee

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7. REMEDIES OF
  THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT

  	
  28

  
	
  SECTION 7.01.

  	
  Events of Default

  	
  28

  
	
  SECTION 7.02.

  	
  Payment of Debt
  Securities Upon Default; Suit Therefor

  	
  30

  
	
  SECTION 7.03.

  	
  Application of Moneys
  Collected by Trustee

  	
  32

  
	
  SECTION 7.04.

  	
  Proceedings by Holders

  	
  33

  
	
  SECTION 7.05.

  	
  Proceedings by Trustee

  	
  34

  
	
  SECTION 7.06.

  	
  Remedies Cumulative and
  Continuing

  	
  34

  
	
  SECTION 7.07.

  	
  Direction of
  Proceedings and Waiver of Defaults by Majority of Holders

  	
  34

  
	
  SECTION 7.08.

  	
  Notice of Defaults

  	
  35

  
	
  SECTION 7.09.

  	
  Undertaking to Pay
  Costs

  	
  35

  
	
  SECTION 7.10.

  	
  Unconditional Right of
  Holders to Receive Principal, Premium and Interest

  	
  35

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8. CONCERNING
  THE TRUSTEE

  	
  36

  
	
  SECTION 8.01.

  	
  Duties and
  Responsibilities of Trustee

  	
  36

  
	
  SECTION 8.02.

  	
  Reliance on Documents,
  Opinions, etc.

  	
  36

  
	
  SECTION 8.03.

  	
  No Responsibility for
  Recitals, etc.

  	
  38

  
	
  SECTION 8.04.

  	
  Trustee and Agents
  May Own Debt Securities

  	
  38

  
	
  SECTION 8.05.

  	
  Moneys to be Held in
  Trust

  	
  38

  
	
  SECTION 8.06.

  	
  Compensation and
  Expenses of Trustee

  	
  38

  
	
  SECTION 8.07.

  	
  Officers’ Certificate
  as Evidence

  	
  39

  
	
  SECTION 8.08.

  	
  Conflicting Interest of
  Trustee

  	
  39

  
	
  SECTION 8.09.

  	
  Eligibility of Trustee

  	
  39

  
	
  SECTION 8.10.

  	
  Resignation or Removal
  of Trustee

  	
  40

  
	
  SECTION 8.11.

  	
  Acceptance by Successor
  Trustee

  	
  41

  
	
  SECTION 8.12.

  	
  Succession by Merger,
  etc.

  	
  42

  
	
  SECTION 8.13.

  	
  Limitation on Rights of
  Trustee as a Creditor

  	
  42

  
	
  SECTION 8.14.

  	
  Authenticating Agents

  	
  42

  
	
  SECTION 8.15.

  	
  Preferential Collection
  of Claims Against the Company

  	
  45

  
	
  SECTION 8.16.

  	
  Trustee’s Application
  for Instructions from the Company

  	
  45

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9. CONCERNING
  THE HOLDERS

  	
  45

  
	
  SECTION 9.01.

  	
  Action by Holders

  	
  45

  
	
  SECTION 9.02.

  	
  Proof of Execution by
  Holders

  	
  45

  
	
  SECTION 9.03.

  	
  Who Are Deemed Absolute
  Owners

  	
  46

  



 


ii

















 


	
  SECTION 9.04.

  	
  Company-Owned Debt
  Securities Disregarded

  	
  46

  
	
  SECTION 9.05.

  	
  Revocation of Consents;
  Future Holders Bound

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10. HOLDERS’
  MEETINGS

  	
  47

  
	
  SECTION 10.01.

  	
  Purposes of Meetings

  	
  47

  
	
  SECTION 10.02.

  	
  Call of Meetings by
  Trustee

  	
  47

  
	
  SECTION 10.03.

  	
  Call of Meetings by
  Company or Holders

  	
  47

  
	
  SECTION 10.04.

  	
  Qualifications for
  Voting

  	
  48

  
	
  SECTION 10.05.

  	
  Regulations

  	
  48

  
	
  SECTION 10.06.

  	
  Voting

  	
  49

  
	
  SECTION 10.07.

  	
  No Delay of Rights by
  Meeting

  	
  49

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11.
  SUPPLEMENTAL INDENTURES

  	
  49

  
	
  SECTION 11.01.

  	
  Supplemental Indentures
  without Consent of Holders

  	
  49

  
	
  SECTION 11.02.

  	
  Supplemental Indentures
  with Consent of Holders

  	
  51

  
	
  SECTION 11.03.

  	
  Effect of Supplemental
  Indentures

  	
  51

  
	
  SECTION 11.04.

  	
  Notation on Debt
  Securities

  	
  52

  
	
  SECTION 11.05.

  	
  Evidence of Compliance
  of Supplemental Indenture to be Furnished Trustee

  	
  52

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12.
  CONSOLIDATION, MERGER, SALE AND CONVEYANCE

  	
  52

  
	
  SECTION 12.01.

  	
  Company
  May Consolidate, etc., on Certain Terms

  	
  52

  
	
  SECTION 12.02.

  	
  Successor Entity to be
  Substituted

  	
  53

  
	
  SECTION 12.03.

  	
  Opinion of Counsel to
  Be Given Trustee

  	
  53

  
	
   

  	
   

  	
   

  
	
  ARTICLE 13.
  SATISFACTION AND DISCHARGE OF INDENTURE

  	
  53

  
	
  SECTION 13.01.

  	
  Satisfaction, Discharge
  and Defeasance of Debt Securities of any Series

  	
  53

  
	
  SECTION 13.02.

  	
  Defeasance of Debt
  Securities of any Series

  	
  55

  
	
  SECTION 13.03.

  	
  Application of Trust
  Funds; Indemnification

  	
  55

  
	
  SECTION 13.04.

  	
  Return of Unclaimed
  Moneys

  	
  56

  
	
  SECTION 13.05.

  	
  Reinstatement

  	
  56

  
	
   

  	
   

  	
   

  
	
  ARTICLE 14. IMMUNITY OF
  INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

  	
  57

  
	
  SECTION 14.01.

  	
  Indenture and Debt Securities
  Solely Obligations of the Company

  	
  57

  
	
   

  	
   

  	
   

  
	
  ARTICLE 15.
  MISCELLANEOUS PROVISIONS

  	
  57

  
	
  SECTION 15.01.

  	
  Provisions Binding on
  Successors of the Company

  	
  57

  
	
  SECTION 15.02.

  	
  Indenture for Sole
  Benefit of Parties and Holders of Debt Securities

  	
  57

  
	
  SECTION 15.03.

  	
  Addresses for Notices,
  etc.

  	
  58

  
	
  SECTION 15.04.

  	
  New York Contract

  	
  58

  
	
  SECTION 15.05.

  	
  Evidence of Compliance
  with Conditions Precedent

  	
  58

  
	
  SECTION 15.06.

  	
  Legal Holidays

  	
  59

  
	
  SECTION 15.07.

  	
  Trust Indenture Act of
  1939 to Control

  	
  59

  



 


iii

















 


	
  SECTION 15.08.

  	
  Table of Contents,
  Headings, etc.

  	
  59

  
	
  SECTION 15.09.

  	
  Determination of
  Principal Amount

  	
  59

  
	
  SECTION 15.10.

  	
  Execution in
  Counterparts

  	
  59

  
	
   

  	
   

  	
   

  
	
  Signatures

  	
   

  	
  60

  
	
  Acknowledgments

  	
   

  	
  60

  



 


iv

















 


CROSS REFERENCE SHEET


 


Between


 


Provisions of Sections 310 through 318(a) inclusive of Trust
Indenture Act of 1939 and the Indenture dated as of
                              ,
between Oshkosh Corporation and
                                          ,
a national banking association, as trustee.


 


	
  Section of
  Act

  	
   

  	
  Section of Indenture

  
	
  310(a)(1) and (2)

  	
   

  	
  8.09

  
	
  310(a)(3) and (4)

  	
   

  	
  *

  
	
  310(b)

  	
   

  	
  8.08 and 8.10

  
	
  310(c)

  	
   

  	
  *

  
	
  311(a)

  	
   

  	
  8.13

  
	
  311(b)

  	
   

  	
  8.13

  
	
  311(c)

  	
   

  	
  *

  
	
  312(a)

  	
   

  	
  6.01 and 6.02(a)

  
	
  312(b)

  	
   

  	
  6.02(b)

  
	
  312(c)

  	
   

  	
  6.02(c)

  
	
  313(a)(1), (2), (3),
  (4), (6) and (7)

  	
   

  	
  6.04(a)

  
	
  313(a)(5)

  	
   

  	
  *

  
	
  313(b)(1)

  	
   

  	
  *

  
	
  313(b)(2)

  	
   

  	
  6.04

  
	
  313(c)

  	
   

  	
  6.04

  
	
  313(d)

  	
   

  	
  6.04

  
	
  314(a)(1)

  	
   

  	
  6.03

  
	
  314(a)(2)

  	
   

  	
  6.03

  
	
  314(a)(3)

  	
   

  	
  6.03

  
	
  314(b)

  	
   

  	
  *

  
	
  314(c)(1)

  	
   

  	
  5.05

  
	
  314(c)(2)

  	
   

  	
  15.05

  
	
  314(c)(3)

  	
   

  	
  *

  
	
  314(d)

  	
   

  	
  *

  
	
  314(e)

  	
   

  	
  15.05

  
	
  314(f)

  	
   

  	
  *

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

  	
   

  	
  8.01

  
	
  315(b)

  	
   

  	
  7.08

  
	
  315(e)

  	
   

  	
  7.09

  
	
  316(a)(1)

  	
   

  	
  7.07

  
	
  316(a)(2)

  	
   

  	
  *

  
	
  316(a) last para.

  	
   

  	
  9.04

  
	
  316(b)

  	
   

  	
  7.10

  
	
  317(a)

  	
   

  	
  7.02

  
	
  317(b)

  	
   

  	
  5.04

  
	
  318(a)

  	
   

  	
  15.07

  



 






* Not Applicable.


 


This cross reference sheet shall not, for any purpose, be considered
part of the Indenture.


 


v

















 


THIS INDENTURE, dated as of
                            ,
between Oshkosh Corporation, a Wisconsin corporation (the “Company”), and
                                      ,
a national banking association, as trustee (the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the execution and delivery of this
Indenture to provide for the issue from time to time of its unsecured debentures,
notes, bonds or other evidences of indebtedness to be issued in one or more
series as in this Indenture provided, up to such principal amount or amounts as
may from time to time be authorized in or pursuant to one or more resolutions
of the Board of Directors.


 


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


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in consideration of the premises and the purchase or acceptance
of the Debt Securities by the Holders thereof, it is mutually covenanted and
agreed, for the equal and proportionate benefit of the respective Holders from
time to time of the Debt Securities or of any series thereof as follows:


 


ARTICLE
1.

DEFINITIONS


 


SECTION 1.01.      Definitions.  The terms defined in this Section 1.01
(except as herein otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture and of any indenture supplemental
hereto shall have the respective meanings specified in this Section 1.01.
All other terms used in this Indenture which are defined in the Trust Indenture
Act of 1939 or which are by reference therein defined in the Securities Act of
1933, as amended, shall have (except as herein otherwise expressly provided or
unless the context otherwise requires) the meanings assigned to such terms in
said Trust Indenture Act of 1939 and in said Securities Act as in force at the
date of the execution of this Indenture. All accounting terms not otherwise defined
herein have the meanings assigned to them in accordance with generally accepted
accounting principles and, except as otherwise herein expressly provided, the
term “generally accepted accounting principles” with respect to any computation
required or permitted hereunder shall mean such accounting principles as are
generally accepted in the United States for domestic companies at the date of
such computation. All references to such terms herein shall be both to the
singular or the plural, as the context so requires. Unless the context
otherwise requires, any reference to an “Article” or a “Section” refers to an Article or
Section, as the case may be, of this Indenture. 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
words “including,” “includes” and “include” shall be deemed to be followed by
the words “without limitation.”


 

















 


Affiliate:


 


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


 


Authenticating Agent:


 


The term “Authenticating Agent” means the agent of the Trustee, if any,
which at the time shall be appointed and acting pursuant to Section 8.14.


 


Board of
Directors:


 


The term “Board of Directors” means the Board of Directors of the
Company or any authorized committee of such Board designated by the Board of
Directors or the by-laws or the articles of incorporation of the Company to act
for such Board for purposes of this Indenture.


 


Board
Resolution:


 


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


 


Business
Day:


 


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


 


Commission:


 


The term “Commission” means the U.S. Securities and Exchange
Commission.


 


Company:


 


“Company” means the party named as the “Company” in the first paragraph
of this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor. The
forgoing sentence shall likewise apply to any subsequent such successor or
successors.


 


2

















 


Company
Request and Company Order:


 


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


 


Conversion
Date:


 


The term “Conversion Date” has the meaning set forth in Section 3.11:


 


Corporate
Trust Office:


 


The term “Corporate Trust Office” means the office of
the Trustee at which, at any particular time, its corporate trust business
shall principally be administered, which office at the date hereof is located
at
                                
Attention:  Corporate Trust
Administration unit, or such other address as the Trustee may designate from
time to time by notice to the Company, or the principal corporate trust office
of any successor Trustee (or such other address as such successor Trustee may
designate from time to time by notice to the Company).


 


Currency
Determination Agent:


 


The term “Currency Determination Agent” means the financial
institution, if any, from time to time selected by the Company for purposes of Section 3.11.


 


Debt
Security or Debt Securities:


 


The terms “Debt Security” or “Debt Securities” means any unsecured
notes, debentures or other indebtedness of any series, as the case may be,
issued by the Company from time to time, and authenticated and delivered under
this Indenture.


 


Debt
Security Register:


 


The term “Debt Security Register” has the meaning set forth in Section 3.06.


 


Debt
Security Registrar:


 


The term “Debt Security Registrar” has the meaning set
forth in Section 3.06.


 


Depository:


 


The term “Depository” means, unless otherwise specified by the Company
pursuant to Section 3.01, with respect to Debt Securities of any series
issuable or issued as a Global Debt Security, The Depository Trust Company, New
York, New York, or any successor thereto registered as a clearing agency
pursuant to the provisions of Section 17A of the Securities Exchange Act
of 1934, as amended, or other applicable statute or regulation.


 


3

















 


Dollar:


 


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


 


Dollar
Equivalent of the Foreign Currency:


 


The term “Dollar Equivalent of the Foreign Currency” shall have the
meaning set forth in Section 3.11.


 


Event of
Default:


 


The term “Event of Default” has the meaning specified in Section 7.01.


 


Foreign
Currency:


 


The term “Foreign Currency” means a currency issued by the government
of any country other than the United States of America.


 


Global
Debt Security:


 


The term “Global Debt Security” means a Debt Security issued in global
form pursuant to Section 2.04 hereof to evidence all or part of a series
of Debt Securities.


 


Government
Obligations:


 


The term “Government Obligations” means securities which are (i) direct
obligations of the government which issued the currency in which the Debt
Securities of a series are denominated or (ii) obligations of a person
controlled or supervised by and acting as an agency or instrumentality of the
government which issued the currency in which the Debt Securities of such
series are denominated, the payment of which obligations is unconditionally
guaranteed by such government, and which, in either case, are full faith and
credit obligations of such government, are denominated in the currency in which
the Debt Securities of such series are denominated and which are not callable
or redeemable at the option of the issuer thereof.


 


Holder:


 


The term “Holder” means any Person in whose name a Debt Security of any
series is registered in the Debt Security Register applicable to Debt
Securities of such series.


 


Indenture:


 


The term “Indenture” means this instrument as originally executed and
delivered or, if amended or supplemented as herein provided pursuant to the
applicable provisions hereof, as so amended or supplemented.


 


4














 


Indexed
Debt Security:


 


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


 


Interest:


 


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


 


Interest
Payment Date:


 


The term “Interest Payment Date”, when used with respect to any series
of Debt Securities, means the Stated Maturity of an installment of interest on
such Debt Securities.


 


Market
Exchange Rate:


 


The term “Market Exchange Rate” shall have the meaning set forth in Section 3.11.


 


Officers’
Certificate:


 


The term “Officers’ Certificate”, when used with respect to the
Company, means a certificate signed by its Chairman of the Board, Vice Chairman
of the Board, Chief Executive Officer, President, Chief Operating Officer,
Chief Financial Officer or a Vice President and by its Treasurer, Secretary,
Assistant Secretary or Assistant Treasurer and delivered to the Trustee. Each
such certificate shall include the statements provided for in Section 15.05
to the extent required by the provisions of such Section.


 


Opinion
of Counsel:


 


The term “Opinion of Counsel” means an opinion in writing signed by
legal counsel who may be an employee of or counsel to the Company and who shall
be reasonably acceptable to the Trustee. Each such opinion shall include the
statements provided for in Sections 2.02, 3.04 and 15.05 to the extent required
by the provisions of such Sections.


 


Original
Issue Discount Debt Security:


 


The term “Original Issue Discount Debt Security” means any Debt
Security which provides for an amount less than the principal amount thereof to
be due and payable upon a declaration of acceleration of the maturity thereof
pursuant to Section 7.01.


 


Outstanding:


 


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


 


5

















 


(i)            such Debt Securities theretofore
cancelled by the Trustee or delivered to the Trustee for cancellation;


 


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


 


(iii)          such Debt Securities in exchange for
or in lieu of which other such Debt Securities have been authenticated and
delivered pursuant to this Indenture, or such Debt Securities which have been
paid, pursuant to this Indenture, unless proof satisfactory to the Trustee is
presented that any such Debt Securities are held by Persons in whose hands any
of such Debt Securities are a legal, valid and binding obligation of the
Company, and


 


(iv)          such Debt Securities the indebtedness
in respect to which has been discharged in accordance with Section 13.02.


 


provided, however, that in determining whether the Holders of the
requisite principal amount of such Outstanding Debt Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
such Debt Securities owned by the Company or any other obligor upon such Debt
Securities or any Affiliate of the Company or such other obligor (except in the
case in which the Company or such other obligor or Affiliate owns all Debt
Securities Outstanding under the Indenture, or all Outstanding Debt Securities
of each such series, as the case may be, without regard to this proviso) shall
be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only such Debt
Securities which a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. Such Debt 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 Debt Securities and that the pledgee is not the Company or any other
such obligor upon such Debt Securities or any Affiliate of the Company or such
other obligor. In case of a dispute as to such right, the decision of the Trustee
upon the advice of counsel shall be full protection to the Trustee. Upon
request of the Trustee, the Company shall furnish to the Trustee promptly an
Officers’ Certificate listing and identifying all such Debt Securities, if any,
known by the Company to be owned or held by or for the account of any of the
above described Persons; and, subject to the provisions of Section 8.01,
the Trustee shall be entitled to accept such Officers’ Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
such Debt Securities not listed therein are Outstanding for the purpose of any
such determination.


 


6

















 


Person:


 


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


 


Place of
Payment:


 


The term “Place of Payment”, when used with respect to the Debt
Securities of any series, means the place or places where the principal of
(premium, if any) and interest on the Debt Securities of that series are
payable as specified in accordance with Section 3.01.


 


Predecessor
Debt Security:


 


The term “Predecessor Debt Security” of any particular Debt Security
means every previous Debt Security evidencing all or a portion of the same debt
as that evidenced by such particular Debt Security, and for the purposes of
this definition, any Debt Security authenticated and delivered under Section 3.07
in lieu of a mutilated, lost, destroyed or stolen Debt Security shall be deemed
to evidence the same debt as the mutilated, lost, destroyed or stolen Debt
Security.


 


Redemption
Date:


 


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


 


Redemption
Price:


 


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


 


Regular
Record Date:


 


The term “Regular Record Date” for the interest payable on any Debt
Security on any Interest Payment Date means the date specified in such Debt
Security as the “Regular Record Date” as contemplated by Section 3.01.


 


Responsible
Officer:


 


The term “Responsible Officer”, when used with respect to the Trustee,
means any officer of the Trustee assigned to the Corporate Trust Administration
unit (or any successor division or unit) of the Trustee located at the
Corporate Trust Office of the Trustee, who shall have direct responsibility for
the administration of this Indenture and, for the purposes of Section 7.07,
Section 7.08 and Section 8.01(c)(2), shall also include any other officer
of the Trustee to whom any corporate trust matter is referred because of such
officer’s knowledge of and familiarity with the particular subject.


 


7

















 


The term “Responsible Officer”, when used with respect to the Company,
means the Chairman of the Board, Vice Chairman of the Board, Chief Executive
Officer, President, Chief Operating Officer, Chief Financial Officer, Treasurer
or Secretary, or any Vice President, Assistant Secretary or Assistant Treasurer,
in each case, of the Company.


 


Special
Record Date:


 


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


 


Stated
Maturity:


 


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


 


Subsidiary:


 


The term “Subsidiary” means any Person of which the Company, or the
Company and one or more Subsidiaries, or any one or more Subsidiaries, directly
or indirectly own more than 50% of the Voting Stock.


 


Trustee:


 


“Trustee” means the party named as the “Trustee” in the first paragraph
of this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor. The
foregoing sentence shall likewise apply to any subsequent such successor or
successors.


 


Trust
Indenture Act of 1939:


 


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


 


Valuation
Date:


 


The term “Valuation Date” shall have the meaning set forth in Section 3.11.


 


Voting
Stock:


 


The term “Voting Stock” means outstanding shares of capital stock or
similar equity interests having under ordinary circumstances voting power for
the election of directors, managers or the substantial equivalent thereof
whether at all times or only so long as no senior 


 


8

















 


class of stock or similar equity interest has such
voting power by reason of the happening of any contingency.


 


ARTICLE
2.

DEBT SECURITY FORMS.


 


SECTION 2.01.      Forms Generally.  The Debt Securities of each series and the
certificates of authentication thereon shall have such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture (the provisions of which shall be appropriate to reflect the
terms of each series of Debt Securities, including the currency or
denomination, which may be Dollars or Foreign Currency), and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon, as may be required to comply with the rules of
any securities exchange, or as may, consistently herewith, be determined by the
officers executing such Debt Securities, as evidenced by their signing of such
Debt Securities. Any portion of the text of any Debt Security may be set forth
on the reverse thereof, with an appropriate reference thereto on the face of
the Debt Security.


 


The definitive Debt Securities shall be printed, lithographed or
engraved or produced by any combination of these methods or may be produced in
any other manner, all as determined by the officers executing such Debt
Securities, as evidenced by their signing of such Debt Securities.


 


SECTION 2.02.      Forms of Debt Securities.  The Debt Securities of each series shall be
in such form or forms (including global form) as shall be established by or
pursuant to a Board Resolution.


 


Prior to the delivery of a Debt Security of any series in any such form
to the Trustee for the Debt Securities of such series for authentication, the
Company shall deliver to the Trustee the following:


 


(a)           The
Board Resolution by or pursuant to which such form of Debt Security has been
approved;


 


(b)           An
Officers’ Certificate dated the date such Certificate is delivered to the
Trustee stating that all conditions precedent provided for in this Indenture
relating to the authentication and delivery of Debt Securities in such form
have been complied with; and


 


(c)           An
Opinion of Counsel stating that Debt Securities in such form, together with any
coupons appertaining thereto, when (i) completed by appropriate insertions
and executed and delivered by the Company to the Trustee for authentication in
accordance with this Indenture, (ii) authenticated and delivered by such Trustee
in accordance with this Indenture within the authorization as to aggregate
principal amount established from time to time by the Board of Directors, and (iii) sold
in the manner specified in such Opinion of Counsel, will be the legal, valid
and binding obligations of the Company, subject to applicable bankruptcy,
reorganization, insolvency and other similar laws generally affecting creditors’
rights, to general equitable


 


9





















 


principles
and to such other qualifications as such counsel shall conclude do not
materially affect the rights of Holders of such Debt Securities.


 


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


 


SECTION 2.03.      Form of Trustee’s
Certificate of Authentication. 
The following is the form of the Certificate of Authentication of the
Trustee to be endorsed on the face of all Debt Securities substantially as
follows:


 


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


 


	
   

  	
                                                                                                  ,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By

  
	
   

  	
   

  
	
   

  	
  Authorized Officer

  



 


SECTION 2.04.      Debt Securities in Global
Form.  (a) If the Company
shall establish pursuant to Section 3.01 that the Debt Securities of a
particular series are to be issued in whole or in part in the form of one or more
Global Debt Securities, then the Company shall execute and the Trustee or its
agent shall, in accordance with Section 3.04 and the Company Order
delivered to the Trustee or its agent thereunder, authenticate and deliver such
Global Debt Security or Global Debt Securities, which (i) shall represent,
and shall be denominated in an amount equal to the aggregate principal amount
of, the Outstanding Debt Securities of such series to be represented by such
Global Debt Security or Global Debt Securities, or such portion thereof as the
Company shall specify in a Company Order, (ii) shall be registered in the
name of the Depository for such Global Debt Security or Global Debt Securities
or its nominee, (iii) shall be delivered by the Trustee or its agent to
the Depository or pursuant to the Depository’s instruction and (iv) shall
bear a legend substantially to the following effect: “Unless this certificate
is presented by an authorized representative of the Depository to the Company
or its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of the nominee of the Depository
or in such other name as is requested by an authorized representative of the
Depository (and any payment is made to the nominee of the Depository or to such
other entity as is requested by an authorized representative of the
Depository), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, the
nominee of the Depository, has an interest herein.”


 


(b)           Notwithstanding any
other provision of this Section 2.04 or of Section 3.06, and subject
to the provisions of paragraph (c) below, unless the terms of a Global
Debt Security expressly permit such Global Debt Security to be exchanged in
whole or in part for individual


 


10

















 


certificates representing Debt Securities, a Global Debt Security may
be transferred, in whole but not in part and in the manner provided in Section 3.06,
only to a nominee of the Depository for such Global Debt Security, or to the
Depository, or a successor Depository for such Global Debt Security selected or
approved by the Company, or to a nominee of such successor Depository.


 


(c)           (1) If at any
time the Depository for a Global Debt Security notifies the Company that it is
unwilling or unable to continue as Depository for such Global Debt Security or
if at any time the Depository for the Global Debt Securities for such series
shall no longer be eligible or in good standing under the Securities Exchange
Act of 1934, as amended, or other applicable statute or regulation, the Company
shall appoint a successor Depository with respect to such Global Debt Security.
If a successor Depository for such Global Debt Security is not appointed by the
Company within 90 days after the Company receives notice or becomes aware of
such ineligibility, the Company will execute, and the Trustee or its agent,
upon receipt of a Company Request for the authentication and delivery of
certificates representing Debt Securities of such series in exchange for such
Global Debt Security, will authenticate and deliver, certificates representing
Debt Securities of such series of like tenor and terms in an aggregate
principal amount equal to the principal amount of the Global Debt Security in
exchange for such Global Debt Security.


 


(2)           The Company may at
any time and in its sole discretion determine that the Debt Securities of any
series or portion thereof issued or issuable in the form of one or more Global
Debt Securities shall no longer be represented by such Global Debt Security or
Global Debt Securities. In such event the Company will execute, and the
Trustee, upon receipt of a Company Request for the authentication and delivery
of certificates representing Debt Securities of such series in exchange in
whole or in part for such Global Debt Security, will authenticate and deliver
certificates representing Debt Securities of such series of like tenor and
terms in definitive form in an aggregate principal amount equal to the
principal amount of such Global Debt Security or Global Debt Securities
representing such series or portion thereof in exchange for such Global Debt
Security or Global Debt Securities.


 


(3)           If specified by the
Company pursuant to Section 3.01 with respect to Debt Securities issued or
issuable in the form of a Global Debt Security, the Depository for such Global
Debt Security may surrender such Global Debt Security in exchange in whole or
in part for certificates representing Debt Securities of such series of like
tenor and terms in definitive form on such terms as are acceptable to the
Company and such Depository. Thereupon the Company shall execute, and the
Trustee or its agent shall authenticate and deliver, without a service charge, (A) to
each Holder specified by the Debt Security Registrar or the Depository a
certificate or certificates representing Debt Securities of the same series of
like tenor and terms and of any authorized denomination as requested by such
person in an aggregate principal amount equal to and in exchange for such
Holder’s beneficial interest as specified by the Debt Security Registrar or the
Depository in the Global Debt Security; and (B) to such Depository a new
Global Debt Security of like tenor and terms and in an authorized denomination
equal to the difference, if any, between the principal amount of the
surrendered Global Debt Security and the aggregate principal amount of
certificates representing Debt Securities delivered to Holders thereof.


 


11

















 


(4)           In any exchange
provided for in any of the preceding three paragraphs, the Company will execute
and the Trustee or its agent will authenticate and deliver certificates
representing Debt Securities in definitive registered form in authorized
denominations for Debt Securities of the same series or any integral multiple
thereof. Upon the exchange of the entire principal amount of a Global Debt
Security for certificates representing Debt Securities, such Global Debt
Security shall be cancelled by the Trustee or its agent. Except as provided in
the preceding paragraph, certificates representing Debt Securities issued in
exchange for a Global Debt Security pursuant to this Section shall be
registered in such names and in such authorized denominations for Debt
Securities of that series or any integral multiple thereof, as the Debt
Security Registrar or Depository shall instruct the Trustee or its agent. The
Trustee or the Debt Security Registrar shall deliver at its Corporate Trust
Office such certificates representing Debt Securities to the Holders in whose
names such Debt Securities are so registered.


 


ARTICLE
3.

THE DEBT SECURITIES.


 


SECTION 3.01.      Title and Terms.  The aggregate principal amount of Debt
Securities which may be authenticated and delivered under this Indenture is
unlimited. The Debt Securities may be issued up to the aggregate principal
amount of Debt Securities from time to time authorized by or pursuant to a
Board Resolution.


 


The Debt Securities may be issued in one or more series. All Debt
Securities of each series issued under this Indenture shall in all respects be
equally and ratably entitled to the benefits hereof with respect to such series
without preference, priority or distinction on account of the actual time or
times of the authentication and delivery or maturity of the Debt Securities of
such series. There shall be established in or pursuant to a Board Resolution,
and set forth in an Officers’ Certificate to the extent not established in a
Board Resolution, or established in one or more indentures supplemental hereto,
prior to the issuance of Debt Securities of any series:


 


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


 


(b)           any limit upon the
aggregate principal amount of the Debt Securities of the series which may be
authenticated and delivered under this Indenture (except for Debt Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Debt Securities of that series pursuant to this Article Three,
the second paragraph of Section 4.03, or Section 11.04);


 


(c)           the date or dates
(or the manner of calculation thereof) on which the principal of the Debt
Securities of the series is payable;


 


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


 


(e)           the Place of
Payment;


 


12

















 


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


 


(g)           the obligation, if any,
of the Company to redeem or purchase Debt Securities of the series pursuant to
any sinking fund or analogous provisions or at the option of a Holder thereof
and the period or periods within which, the price or prices in the currency at
which, the currency or currency units in which, and the terms and conditions
upon which Debt Securities of the series shall be redeemed or purchased, in
whole or in part, pursuant to such obligation;


 


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


 


(i)            if other than
Dollars, the currencies in which payments of interest or principal of (and
premium, if any, with respect to) the Debt Securities of the series are to be
made;


 


(j)            if the interest on
or principal of (or premium, if any, with respect to) the Debt Securities of
the series are to be payable, at the election of the Company or a Holder
thereof or otherwise, in a currency other than that in which such Debt Securities
are payable, the period or periods within which, and the other terms and
conditions upon which, such election may be made, and the time and manner of
determining the exchange rate between the currency in such Debt Securities are
denominated or stated to be payable and the currency in which such Debt
Securities or any of them are to be so payable;


 


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


 


(l)            the extent to which
any Debt Securities will be issuable in permanent global form, the manner in
which any payments on a permanent global Debt Security will be made, and the appointment
of any Depository relating thereto;


 


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


 


(n)           if any of the Debt
Securities of such series are to be issuable upon the exercise of warrants,
this shall be so established as well as the time, manner and place for such
Debt Securities to be authenticated and delivered; and


 


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


 


13

















 


All Debt Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or
pursuant to such Board Resolution and set forth in such Officers’ Certificate
or in any such indenture supplemental hereto.


 


SECTION 3.02.      Denominations.  The Debt Securities of each series shall be
issuable in registered form without coupons in such denominations as shall be
specified as contemplated in Section 3.01. In the absence of any
specification with respect to the Debt Securities of any series, the Debt
Securities of such series shall be issuable in denominations of $1,000 and any
integral multiple thereof, which may be in Dollars or any Foreign Currency.


 


SECTION 3.03.      Payment of Principal and
Interest.  The principal of,
premium, if any, and interest on the Debt Securities shall be payable at the
office or agency of the Company designated for that purpose in the Place of
Payment, as provided in Section 5.02; provided, however, that interest may
be payable at the option of the Company by check mailed to the address of the
Person entitled thereto as such address shall appear on the Debt Security
Register on the Regular Record Date for such interest payment.


 


SECTION 3.04.      Execution of Debt Securities.  The Debt Securities shall be executed
manually or by facsimile in the name and on behalf of the Company by its
Chairman of the Board of Directors, its President, one of its Vice Presidents
or its Treasurer and by its Secretary or one of its Assistant Secretaries. Only
such Debt Securities as shall bear thereon a certificate of authentication
substantially in the form hereinbefore recited, manually executed by the
Trustee, shall be entitled to the benefits of this Indenture or be valid or
become obligatory for any purpose. Such certificate by the Trustee upon any Debt
Security executed by the Company shall be conclusive evidence that the Debt
Security so authenticated has been duly authenticated and delivered hereunder
and that the Holder is entitled to the benefits of this Indenture.


 


In case any officer of the Company who shall have executed any of the
Debt Securities shall cease to be such officer before the Debt Securities so
executed shall have been authenticated and delivered by the Trustee, or
disposed of by the Company, such Debt Securities nevertheless shall be valid
and binding and may be authenticated and delivered or disposed of as though the
Person who executed such Debt Securities had not ceased to be such officer of
the Company; and any Debt Securities may be executed on behalf of the Company
by such Persons as, at the actual date of the execution of such Debt Security,
shall be the proper officers of the Company, although at the date of such Debt
Security or of the execution of this Indenture any such Person was not such an
officer.


 


At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Debt Securities of any series, properly
created in accordance with Section 3.01 and executed by the Company, to
the Trustee for authentication; and the Trustee shall authenticate and deliver
such Debt Securities upon receipt of a Company Order. In the event that any
other Person performs the Trustee’s duties as Authenticating Agent pursuant to
a duly executed agreement, the Company shall notify the Trustee in writing of the
issuance of any Debt Securities hereunder, such notice to be delivered in
accordance with the provisions of Section 15.03 on the date such Debt
Securities are delivered by the Company for authentication to such other
Person.


 


14














 


Prior to any such authentication and delivery, the Trustee shall be
entitled to receive, and shall be fully protected in relying upon, in addition
to the Opinion of Counsel to be furnished to the Trustee pursuant to Sections
2.02 and 15.05 and the Officers’ Certificate relating to the issuance of any
series of Debt Securities pursuant to Sections 15.05 and 3.01, Opinions of
Counsel stating that:


 


(a)           all instruments
furnished to the Trustee conform to the requirements of this Indenture and
constitute sufficient authority hereunder for the Trustee to authenticate and
deliver such Debt Securities;


 


(b)           all laws and
requirements with respect to the form and execution by the Company of the
supplemental indenture, if any, have been complied with, the execution and
delivery of the supplemental indenture, if any, will not violate the terms of
this Indenture, the supplemental indenture has been duly qualified under the
Trust Indenture Act of 1939, the Company has corporate or company power to
execute and deliver any such supplemental indenture and has taken all necessary
corporate action for those purposes and any such supplemental indenture has
been executed and delivered and constitutes the legal, valid and binding
obligation of the Company enforceable in accordance with its terms (subject, as
to enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws affecting creditors’ rights generally from
time to time in effect);


 


(c)           the form and terms
of such Debt Securities have been established in conformity with the provisions
of this Indenture; and


 


(d)           all laws and
requirements with respect to the execution and delivery by the Company of such
Debt Securities have been complied with, the authentication and delivery of the
Debt Securities by the Trustee will not violate the terms of this Indenture,
the Company has the corporate or company power to issue such Debt Securities
and such Debt Securities, assuming due authentication and delivery by the
Trustee, constitute legal, valid and binding obligations of the Company in
accordance with their terms (subject, as to enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency, moratorium or other laws
affecting creditors’ rights generally from time to time in effect) and are
entitled to the benefits of this Indenture, equally and ratably with all other
Outstanding Debt Securities, if any, of such series.


 


The Trustee shall not be required to authenticate such Debt Securities
if the issue thereof will adversely affect the Trustee’s own rights, duties or
immunities under the Debt Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee or such action would
expose the Trustee to personal liability to existing Holders.


 


Unless otherwise provided in the form of Debt Security for any series,
all Debt Securities shall be dated the date of their authentication.


 


No Debt Security shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose, unless there appears on such Debt
Security a certificate of authentication substantially in the form provided for
herein executed by the Trustee by manual


 


15

















 


signature, and such certificate upon any Debt Security
shall be conclusive evidence, and the only evidence, that such Debt Security
has been duly authenticated and delivered hereunder.


 


SECTION 3.05.      Temporary Debt Securities.  Pending the preparation of definitive Debt
Securities of any series, the Company may execute, and upon receipt of the
documents required by Sections 2.02, 3.01 and 3.04, together with a Company
Order, the Trustee shall authenticate and deliver, such temporary Debt
Securities which may be printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denominations, substantially of the tenor
of such definitive Debt Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such temporary Debt Securities may determine, as
evidenced by their execution of such temporary Debt Securities.


 


If temporary Debt Securities of any series are issued, the Company will
cause definitive Debt Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Debt Securities of any
series, the temporary Debt Securities of such series shall be exchangeable for
definitive Debt Securities of such series, upon surrender of the temporary Debt
Securities of such series at any office or agency maintained by the Company for
such purposes as provided in Section 5.02, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Debt Securities of
any series, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefore a like principal amount of definitive Debt
Securities of such series having the same interest rate and Stated Maturity and
bearing interest from the same date of any authorized denominations. Until so
exchanged the temporary Debt Securities of such series shall in all respects be
entitled to the same benefits under this Indenture as definitive Debt
Securities of such series.


 


SECTION 3.06.      Exchange and Registration of
Transfer of Debt Securities. 
Debt Securities may be exchanged for a like aggregate principal amount
of Debt Securities of such series that are of other authorized denominations.
Debt Securities to be exchanged shall be surrendered at any office or agency to
be maintained for such purpose by the Company, as provided in Section 5.02,
and the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefore the Debt Security or Debt Securities of authorized
denominations which the Debt Security Holder making the exchange shall be
entitled to receive. Each agent of the Company appointed pursuant to Section 5.02
as a person authorized to register and register transfer of Debt Securities is
sometimes herein referred to as a “Debt Security Registrar.”


 


The Company shall keep, at each such office or agency of the Company
maintained for such purpose, as provided in Section 5.02, a register for
each series of Debt Securities hereunder (the registers of all Debt Security
Registrars being herein sometimes collectively referred to as the “Debt
Security Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Debt Securities
and shall register the transfer of Debt Securities as provided in this Article Three.
At all reasonable times, such Debt Security Register shall be open for
inspection by the Trustee and any Debt Security Registrar other than the
Trustee. Upon due presentment for registration of transfer of any Debt Security
at any such office or agency, the Company shall execute and register and the
Trustee shall authenticate and deliver in the name of the transferee or
transferees a new Debt Security or Debt Securities of authorized denominations
for an equal aggregate principal amount. Registration or


 


16

















 


registration of transfer of any Debt Security by any
Debt Security Registrar in the registry books maintained by such Debt Security
Registrar, and delivery of such Debt Security, duly authenticated, shall be
deemed to complete the registration or registration of transfer of such Debt
Security.


 


The Company will at all times designate one Person (who may be the
Company and who need not be a Debt Security Registrar) to act as repository of
a master list of names and addresses of Holders of the Debt Securities. The
Trustee shall act as such repository unless and until some other Person is, by
written notice from the Company to the Trustee and each Debt Security
Registrar, designated by the Company to act as such. The Company shall cause
each Debt Security Registrar to furnish to such repository, on a current basis,
such information as such repository may reasonably request as to registrations,
transfers, exchanges and other transactions effected by such registrar, as may
be necessary or advisable to enable such repository to maintain such master
list on as current a basis as is reasonably practicable.


 


No Person shall at any time be appointed as or act as a Debt Security
Registrar unless such Person is at such time empowered under applicable law to
act as such and duly registered to act as such under and to the extent required
by applicable law and regulations.


 


All Debt Securities presented to a Debt Security Registrar for
registration of transfer shall be duly endorsed by, or be accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Company and such Debt Security Registrar duly executed by the registered Holder
or such Holder’s attorney duly authorized in writing.


 


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


 


The Company shall not be required to issue, exchange or register a
transfer of (a) any Debt Securities of any series for a period of 15 days
next preceding the mailing of a notice of redemption of Debt Securities of such
series and ending at the close of business on the day of the mailing of a
notice of redemption of Debt Securities of such series so selected for
redemption, or (b) any Debt Securities selected, called or being called
for redemption except, in the case of any Debt Security to be redeemed in part,
the portion thereof not so to be redeemed.


 


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


 


None of the Trustee, any agent of the Trustee, any paying agent or the
Company will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a
Global Debt Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.


 


SECTION 3.07.      Mutilated, Destroyed, Lost
or Stolen Debt Securities.  In
case any temporary or definitive Debt Security shall become mutilated or be
destroyed, lost or stolen, the Company in its discretion may execute, and upon
its request the Trustee shall authenticate and


 


17

















 


deliver, a new Debt Security, bearing a number, letter
or other distinguishing mark not contemporaneously Outstanding, in exchange and
substitution for the mutilated Debt Security, or in lieu of and in substitution
for the Debt Security so destroyed, lost or stolen. In every case the applicant
for a substituted Debt Security shall furnish to the Company and to the Trustee
such security or indemnity as may be required by them to save each of them
harmless, and, in every case of destruction, loss or theft, the applicant shall
also furnish to the Company and to the Trustee evidence to their satisfaction
of the destruction, loss or theft, of such Debt Security and of the ownership
thereof.


 


In the absence of notice to the Trustee or the Company that such Debt
Security has been acquired by a bona fide purchaser, the Trustee shall
authenticate any such substituted Debt Security and deliver the same upon any
Company Request. Upon the issuance of any substituted Debt Security, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith. In case any Debt Security which has matured or is
about to mature shall become mutilated or be destroyed, lost or stolen, the
Company may, instead of issuing a substituted Debt Security, pay or authorize
the payment of the same (without surrender thereof except in the case of a
mutilated Debt Security) if the applicant for such payment shall furnish to the
Company and to the Trustee such security or indemnity as may be required by
them to save each of them harmless and, in case of destruction, loss or theft,
evidence satisfactory to the Company and to the Trustee of the destruction, loss
or theft of such Debt Security and of the ownership thereof.


 


Every substituted Debt Security issued pursuant to the provisions of
this Section 3.07 by virtue of the fact that any Debt Security is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Company, whether or not the destroyed, lost or stolen Debt Security
shall be found at any time, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Debt Securities duly
issued hereunder. All Debt Securities shall be held and owned upon the express
condition that the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Debt Securities
and shall preclude (to the extent permitted by law) any and all other rights or
remedies with respect to the replacement or payment of negotiable instruments
or other securities without their surrender.


 


SECTION 3.08.      Payment of Interest;
Interest Rights Preserved. 
Interest which is payable, and is punctually paid or duly provided for,
on any Interest Payment Date, on any Debt Security, shall unless otherwise
provided in such Debt Security be paid to the Person in whose name the Debt
Security (or one or more Predecessor Debt Securities) is registered at the
close of business on the Regular Record Date for such interest.


 


Unless otherwise stated in the form of Debt Security of a series,
interest on the Debt Securities of any series shall be computed on the basis of
a 360 day year comprised of twelve 30 day months.


 


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


 


18

















 


having been such Holder, and such Defaulted Interest
may be paid by the Company, at its election in each case, as provided in Clause
(a) or (b) below:


 


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


 


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


 


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


 


SECTION 3.09.      Persons Deemed Owners.  The Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name any Debt Security is
registered as the owner of such Debt Security for the purpose of receiving
payment of principal of, premium, if any, and (subject to Section 3.08)
interest on, such Debt Security and for all other purposes whatsoever whether
or not such Debt Security be overdue, and neither the Company, the Trustee, nor
any agent of the Company or the Trustee shall be affected by notice to the
contrary.


 


SECTION 3.10.      Cancellation of Debt
Securities Paid, etc.  All
Debt Securities surrendered for the purpose of payment, redemption, exchange or
registration of transfer or


 


19

















 


delivered in satisfaction in whole or in part of any
sinking fund obligation shall, if surrendered to the Company or any agent of
the Trustee or the Company under this Indenture, be delivered to the Trustee
and promptly cancelled by it, or, if surrendered to the Trustee, shall be promptly
cancelled by it, and no Debt Securities shall be issued in lieu thereof except
as expressly permitted by any of the provisions of this Indenture. The Trustee
shall dispose of cancelled Debt Securities in accordance with its customary
procedures unless directed by a Company Order.


 


SECTION 3.11.      Currency and Manner of
Payments.  (a)  With
respect to Debt Securities denominated in Dollars or a Foreign Currency, the
following payment provisions shall apply:


 


(1)           Except as provided
in subparagraph (a)(2) or in paragraph (c) of this Section 3.11,
payment of principal of and premium, if any, on any Debt Securities will be
made at the offices established pursuant to Section 5.02 by delivery of a
check in the currency in which the Debt Security is denominated on the payment
date against surrender of such Debt Security, and any interest on any Debt
Security will be paid at such office by mailing a check in the currency in
which the Debt Securities were issued to the Person entitled thereto at the
address of such Person appearing on the Debt Security Register.


 


(2)           Payment of the
principal of and premium, if any, and interest on such Debt Security may also,
subject to applicable laws and regulations, be made at such other place or
places as may be designated by the Company by any appropriate method.


 


(b)           Not later than the
fourth Business Day after the Regular Record Date for such Interest Payment
Date, the paying agent will deliver to the Company a written notice specifying,
in the currency in which each series of the Debt Securities are denominated,
the respective aggregate amounts of principal of and premium, if any, and
interest on the Debt Securities to be made on such payment date, specifying the
amounts so payable in respect of the Debt Securities. The failure of the paying
agent to deliver such notice shall not relieve the Company from its obligation
to make all payments with respect to any Debt Security when due.


 


(c)           If the Foreign
Currency in which any of the Debt Securities are denominated ceases to be used both
by the government of the country which issued such currency and for the
settlement of transactions by public institutions of or within the
international banking community, then with respect to each date for the payment
of Foreign Currency occurring after the last date on which the Foreign Currency
was so used (the “Conversion Date”), the Dollar shall be the currency of
payment for use on each such Interest Payment Date. The Dollar amount to be
paid by the Company to the Trustee and by the Trustee or any paying agent to
the Holder of such Debt Securities with respect to such payment date shall be
the Dollar Equivalent of the Foreign Currency as determined by the Currency
Determination Agent as of the second Business Day preceding the applicable
payment date (the “Valuation Date”) in the manner provided in paragraph (d).


 


(d)           The “Dollar
Equivalent of the Foreign Currency” shall be determined by the Currency
Determination Agent as of each Valuation Date and shall be obtained by
converting the specified Foreign Currency into Dollars at the Market Exchange
Rate on the Valuation Date.


 


20

















 


(e)           The “Market Exchange
Rate” shall mean, for any currency, the highest firm bid quotation for U.S.
dollars received by the Currency Determination Agent at approximately 11:00 a.m.,
New York City time, on the second Business Day preceding the applicable payment
date (or, if no such rate is quoted on such date, the last date on which such
rate was quoted), from three recognized foreign exchange dealers in the City of
New York selected by the Currency Determination Agent and approved by the
Company (one of which may be the Currency Determination) for the purchase by
the quoting dealer, for settlement on such payment date, of the aggregate
amount of such currency payable on such payment in respect of all Notes
denominated in such currency.


 


(f)            All decisions and
determinations of the Currency Determination Agent regarding the Dollar
Equivalent of the Foreign Currency and the Market Exchange Rate shall be in its
sole discretion and shall, in the absence of manifest error, be conclusive for
all purposes and irrevocably binding upon the Company and all Holders of the
Debt Securities. In the event that the Foreign Currency ceases to be used both
by the government of the country which issued such currency and for the
settlement of transactions by public institutions of or within the
international banking community, the Company, after learning thereof, will
promptly give notice thereof to the Trustee (and the Trustee will promptly
thereafter give notice in the manner provided in Section 15.03 to the
Holders) specifying the Conversion Date.


 


(g)           The Trustee shall be
fully justified and protected in relying on and acting upon the information so
received by it from the Company or the Currency Determination Agent and shall
not otherwise have any duty or obligation to determine such information
independently. If the principal of (and premium, if any) and interest on any
Debt Securities is payable in a Foreign Currency and such Foreign Currency is
not available for payment due to the imposition of exchange controls or other
circumstances beyond the control of the Company, then the Company shall be
entitled to satisfy its obligations to Holders under this Indenture by making
such payment in Dollars on the basis of the Market Exchange Rate for such
Foreign Currency on the latest date for which such rate was established on or
before the date on which payment is due. Any payment made pursuant to this Section 3.11
in Dollars where the required payment is in a Foreign Currency shall not
constitute a default or Event of Default under this Indenture.


 


ARTICLE
4.

REDEMPTION OF DEBT SECURITIES; SINKING FUNDS.


 


SECTION 4.01.      Applicability of Article.  The Company may reserve the right to redeem
and pay before Stated Maturity all or any part of the Debt Securities of any
series, either by optional redemption, sinking fund (mandatory or optional) or
otherwise, by provision therefor in the form of Debt Security for such series
on such terms as are specified in such form or the Board Resolution or Officers’
Certificate delivered pursuant to Section 3.01 or the indenture
supplemental hereto as provided in Section 3.01 with respect to Debt
Securities of such series. Redemption of Debt Securities of any series shall be
made in accordance with the terms of such Debt Securities and, to the extent
that this Article does not conflict with such terms, in accordance with
this Article.


 


SECTION 4.02.      Notice of Redemption; Selection
of Debt Securities.  In case
the Company shall desire to exercise the right to redeem all, or, as the case
may be, any part of a


 


21

















 


series of Debt Securities pursuant to Section 4.01,
the Company shall fix a date for redemption and the Company, or, at the Company’s
request, the Trustee in the name of and at the expense of the Company, shall
mail a notice of such redemption at least 30 and not more than 60 days prior to
the date fixed for redemption to the Holders of Debt Securities so to be
redeemed as a whole or in part at their last addresses as the same appear on
the Debt Securities Register. Such mailing shall be by first class mail. The
notice if mailed in the manner herein provided shall be conclusively presumed
to have been duly given, whether or not the Holder receives such notice. In any
case, failure to give such notice by mail or any defect in the notice to the
Holder of any Debt Security designated for redemption as a whole or in part
shall not affect the validity of the proceedings for the redemption of any
other Debt Security.


 


Notice of redemption shall be given in the name of the Company and
shall specify the date fixed for redemption, the Redemption Price at which Debt
Securities of any series are to be redeemed, the place of payment (which shall
be at the offices or agencies to be maintained by the Company pursuant to Section 5.02),
that payment of the Redemption Price will be made upon presentation and
surrender of such Debt Securities, that interest accrued to the date fixed for
redemption will be paid as specified in said notice that on and after said date
interest thereon or on the portions thereof to be redeemed will cease to
accrue, and the Section of this Indenture pursuant to which Debt
Securities will be redeemed. In case less than all Debt Securities of any
series are to be redeemed, the notice of redemption shall also identify the
particular Debt Securities to be redeemed as a whole or in part and shall state
that the redemption is for the sinking fund, if such is the case. In case any
Debt Security is to be redeemed in part only, the notice of redemption shall
state the portion of the principal amount thereof to be redeemed and shall
state that on and after the date fixed for redemption, upon surrender of such
Debt Security, a new Debt Security or Debt Securities of such series in
aggregate principal amount equal to the unredeemed portion thereof will be
issued without charge to the Holder.


 


If less than all the Debt Securities of any series are to be redeemed,
the Company shall give the Trustee notice, at least 45 days (or such shorter
period acceptable to the Trustee) in advance of the date fixed for redemption,
as to the aggregate principal amount of Debt Securities to be redeemed. Debt
Securities may be redeemed in part in multiples equal to the minimum authorized
denomination for Debt Securities of such series or any multiple thereof.
Thereupon the Trustee shall select, in such manner as in its sole discretion it
shall deem appropriate and fair, the Debt Securities or portions thereof to be
redeemed, and shall as promptly as practicable notify the Company of the Debt
Securities or portions thereof so selected. For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the
redemption of Debt Securities of any series shall relate, in the case of any
Debt Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Debt Security which has been or is to be redeemed.


 


On or prior to the date fixed for redemption specified in the notice of
redemption given as provided in this Section 4.02, the Company will
deposit with the Trustee or with the paying agent an amount of money in the
currency in which the Debt Securities of such series are payable sufficient to
redeem on the date fixed for redemption all the Debt Securities so called for
redemption at the appropriate Redemption Price, together with accrued interest
to the date fixed for redemption.


 


22

















 


The Trustee shall not mail any notice of redemption of any series of
Debt Securities during the continuation of any default in payment of interest
on any series of Debt Securities when due or of any Event of Default, except
that where notice of redemption with respect to any series of Debt Securities
shall have been mailed prior to the occurrence of such default or Event of
Default, the Trustee shall redeem such Debt Securities provided funds are
deposited with it for such purpose.


 


SECTION 4.03.      Payment of Debt Securities
Called for Redemption.  If
notice of redemption has been given as herein provided, the Debt Securities or
portions of Debt Securities with respect to which such notice has been given
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 Company shall
default in the payment of such Debt Securities or portions thereof at the
Redemption Price, together with interest accrued to said date) interest on the
Debt Securities or portions of Debt Securities so called for redemption shall
cease to accrue, and such Debt Securities and portions of Debt Securities shall
be deemed not to be Outstanding hereunder and shall not be entitled to any
benefit under this Indenture except to receive payment of the Redemption Price,
together with accrued interest to the date fixed for redemption. On
presentation and surrender of such Debt Securities at the place of payment in
said notice specified, the said Debt Securities or the specified portions
thereof shall be paid and redeemed by the Company at the applicable Redemption
Price, together with interest accrued thereon to the date fixed for redemption;
provided, however, that any installments of interest becoming due on the date
fixed for redemption shall be payable to the Holders of such Debt Securities,
or one or more previous Debt Securities evidencing all or a portion of the same
debt as that evidenced by such particular Debt Securities, registered as such
on the relevant record dates according to their terms and the provisions of Section 3.08.


 


Upon presentation and surrender of any Debt Security redeemed in part only,
with, if the Company or the Trustee so required, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such Holder’s attorney duly
authorized in writing, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder thereof, at the expense of the Company,
a new Debt Security or Debt Securities of the same series having the same
interest rate and Stated Maturity and bearing interest from the same date, of
any authorized denominations as requested by such Holder, in aggregate
principal amount equal to the unredeemed portion of the Debt Security so
presented and surrendered.


 


SECTION 4.04.      Exclusion of Certain Debt
Securities from Eligibility for Selection for Redemption.  Debt Securities shall be excluded from
eligibility for selection for redemption if they are identified by registration
and certificate number in a written statement signed by a Responsible Officer
of the Company and delivered to the Trustee at least 45 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
Company or (b) an entity specifically identified in such written statement
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company.


 


23

















 


SECTION 4.05.      Provisions with Respect to
any Sinking Funds.  Unless the
form or terms of any series of Debt Securities shall provide otherwise, in lieu
of making all or any part of any mandatory sinking fund payment with respect to
such series of Debt Securities in cash, the Company may at its option (a) deliver
to the Trustee for cancellation any Debt Securities of such series theretofore
acquired by the Company, or (b) receive credit for any Debt Securities of
such series (not previously so credited) acquired by the Company and
theretofore delivered to the Trustee for cancellation, then Debt Securities so
delivered or credited shall be credited at the applicable sinking fund
Redemption Price with respect to the Debt Securities of such series.


 


On or before the 45th day next preceding each sinking fund Redemption
Date, the Company will deliver to the Trustee a certificate signed by the Chief
Financial Officer, any Vice President, the Treasurer or any Assistant Treasurer
of the Company specifying (i) the portion of the mandatory sinking fund
payment to be satisfied by deposit of cash in the currency in which the Debt
Securities of such series are payable, by delivery of Debt Securities
theretofore purchased or otherwise acquired by the Company (which Debt
Securities shall accompany such certificate) and by credit for Debt Securities
acquired by the Company and theretofore delivered to the Trustee for
cancellation redeemed by the Company and stating that the credit to be applied
has not theretofore been so applied and (ii) whether the Company intends
to exercise its right, if any, to make an optional sinking fund payment, and,
if so, the amount thereof. Such certificate shall also state that no Event of
Default has occurred and is continuing. Such certificate shall be irrevocable
and upon its delivery the Company shall be obligated to make the payment or
payments therein referred to, if any, on or before the next succeeding sinking
fund payment date. In case of the failure of the Company on or before the 45th
day next preceding each sinking fund Redemption Date to deliver such certificate
(or to deliver the Debt Securities specified in this paragraph), the sinking
fund payment due on the next succeeding sinking fund payment date shall be paid
entirely in cash (in the currency described above) and shall be sufficient to
redeem the principal amount of Debt Securities as a mandatory sinking fund
payment, without the option to deliver or credit Debt Securities as provided in
the first paragraph of this Section 4.05 and without the right to make an
optional sinking fund payment as provided herein.


 


If the sinking fund payment or payments (mandatory or optional) with
respect to any series of Debt Securities made in cash (in the currency
described above) shall exceed the minimum authorized denomination set forth in
an Officers’ Certificate pursuant to Section 3.01 or the equivalent in the
currency in which the Debt Securities of such series are payable (or a lesser
sum if the Company shall so request), unless otherwise provided by the terms of
such series of Debt Securities, said cash shall be applied by the Trustee on
the sinking fund Redemption Date with respect to Debt Securities of such series
at the applicable sinking fund Redemption Price with respect to Debt Securities
of such series, together with accrued interest, if any, to the date fixed for
redemption, with the effect provided in Section 4.03. The Trustee shall
select, in the manner provided in Section 4.02, for redemption on such
sinking fund Redemption Date a sufficient principal amount of Debt Securities
of such series to utilize said cash and shall thereupon cause notice of
redemption of the Debt Securities of such series for the sinking fund to be
given in the manner provided in Section 4.02 (and with the effect provided
in Section 4.03) for the redemption of Debt Securities in part at the
option of the Company. Debt Securities of any series which are identified by
registration and certificate number in an Officers’ Certificate at least 45
days prior to the sinking fund Redemption Date as being beneficially owned by,
and not pledged or hypothecated by, the Company or an entity directly or
indirectly controlling or


 


24

















 


controlled by or under direct or indirect common
control with the Company shall be excluded from Debt Securities of such series
eligible for selection for redemption. Any sinking fund moneys not so applied
or allocated by the Trustee to the redemption of Debt Securities of such series
shall be added to the next cash sinking fund payment with respect to Debt
Securities of such series received by the Trustee and, together with such
payment, shall be applied in accordance with the provisions of this Section 4.05.
Any and all sinking fund moneys with respect to Debt Securities of any series
held by the Trustee at the maturity of Debt Securities of such series, and not
held for the payment or redemption of particular Debt Securities of such
series, shall be applied by the Trustee, together with other moneys, if
necessary, to be deposited sufficient for the purpose, to the payment of the
principal of the Debt Securities of such series at maturity.


 


The Trustee shall not convert any currency in which the Debt Securities
of such series are payable for the purposes of such sinking fund application
unless a Company Request is made, and any such conversion agreed to by the
Trustee in response to such request shall be for the account and at the expense
of the Company and shall not affect the Company’s obligation to pay the Holders
in the currency to which such Holder is entitled.


 


On or before each sinking fund Redemption Date provided with respect to
Debt Securities of any series, the Company shall pay to the Trustee in cash in
the currency described above a sum equal to all accrued interest, if any, to
the date fixed for redemption on Debt Securities to be redeemed on such sinking
fund Redemption Date pursuant to this Section 4.05.


 


ARTICLE
5.

PARTICULAR COVENANTS OF THE COMPANY.


 


SECTION 5.01.      Payment of Principal,
Premium and Interest.  The
Company will duly and punctually pay or cause to be paid (in the currency in
which the Debt Securities of such series are payable) the principal of and
premium, if any, and interest on each of the Debt Securities at the place
(subject to Section 3.03), at the respective times and in the manner
provided in each series of Debt Securities and in this Indenture.


 


SECTION 5.02.      Offices for Notices and
Payments, etc.  (a)  So
long as the Debt Securities of any series remain Outstanding, the Company will
maintain at the Place of Payment, an office or agency where the Debt Securities
may be presented for payment, an office or agency where the Debt Securities may
be presented for registration of transfer and for exchange as provided in this
Indenture, and an office or agency where notices and demands to or upon the
Company in respect of the Debt Securities or of this Indenture may be served
and shall give the Trustee written notice thereof and any changes in the
location thereof. In case the Company shall at any time fail to maintain any
such office or agency, or shall fail to give notice to the Trustee of any
change in the location thereof, presentation and demand may be made and notice
may be served in respect of the Debt Securities or of this Indenture at said
office of the Trustee.


 


(b)           In addition to the
office or agency maintained by the Company pursuant to Section 5.02(a),
the Company may from time to time designate one or more other offices or
agencies where the Debt Securities may be presented for payment and presented
for registration of transfer and for exchange in the manner provided in this
Indenture, and the Company may


 


25

















 


from
time to time rescind such designations, as the Company may deem desirable or
expedient; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain such office and agency at the Place of Payment,
for the purposes abovementioned. The Company will give to the Trustee prompt
written notice of (i) any such designation or rescission thereof, and (ii) the
location of any such office or agency outside the Place of Payment and of any
change of location thereof.


 


SECTION 5.03.      Appointments to Fill
Vacancies in Trustee’s Office. 
The Company, whenever necessary to avoid or fill a vacancy in the office
of Trustee, will appoint, in the manner provided in Section 8.10, a
Trustee, so that there shall at all times be a Trustee hereunder.


 


SECTION 5.04.      Provisions as to Paying
Agent.  (a) (1) 
Whenever the Company shall have one or more paying agents for any series of
Debt Securities other than the Trustee, it will, on or before each due date of
the principal of (and premium, if any) or interest on any Debt Securities of
such series, deposit with a paying agent a sum sufficient to pay such amount
becoming due, such sum to be held as provided by the Trust Indenture Act of
1939, and (unless such paying agent is the Trustee) the Company will promptly
notify the Trustee of its action or failure so to act.


 


(2)           The Company will
cause each paying agent other than the Trustee to execute and deliver to the
Trustee an instrument in which such paying agent shall agree with the Trustee,
subject to the provisions of this Section, that such paying agent will: (i) comply
with the provisions of the Trust Indenture Act of 1939 applicable to it as a
paying agent and (ii) during the continuance of any default by the Company
(or any other obligor upon any series of Debt Securities) in the making of any
payment in respect of the Debt Securities of such series, upon the written
request of the Trustee, forthwith pay to the Trustee all sums held in trust by
such paying agent as such.


 


(b)           If the Company shall
act as its own paying agent, it will, on or prior to each due date of the
principal of and premium, if any, or interest on Debt Securities of any series,
set aside, segregate and hold in trust for the benefit of the Holders of such
Debt Securities a sum sufficient to pay such principal and premium, if any, or
interest so becoming due and will notify the Trustee of any failure to take
such action and of any failure by the Company (or by any other obligor on such
series of Debt Securities) to make any payment of the principal of and premium,
if any, or interest on the Debt Securities when the same shall become due and
payable.


 


(c)           Anything in this Section 5.04
to the contrary notwithstanding, the Company may, at any time, for the purpose
of obtaining a satisfaction and discharge of this Indenture with respect to any
or all series of Debt Securities then Outstanding, or for any other reason, pay
or cause to be paid to the Trustee all sums held in trust by the Company, or
any paying agent hereunder, as required by this Section 5.04, such sums to
be held by the Trustee upon the trusts herein contained.


 


(d)           Anything in this Section 5.04
to the contrary notwithstanding, the agreement to hold sums in trust provided
in this Section 5.04 is subject to Section 13.04.


 


26














 


SECTION 5.05.                 Certificate to Trustee. 
So long as the Debt Securities of any series remain Outstanding, the
Company will deliver to the Trustee on or before 120 days after the end of each
fiscal year an Officers’ Certificate stating that in the course of the
performance by the signers of their duties as officers of the Company, they
would normally have knowledge of any default by the Company in the performance
or fulfillment or observance of any covenants or agreements contained herein
during the preceding fiscal year, stating whether or not they have knowledge of
any such default and, if so, specifying each such default of which the signers
have knowledge and the nature thereof. The Officers’ Certificate need not
comply with Section 15.05.


 


SECTION 5.06.                 Waivers of Covenants. 
Anything in this Indenture to the contrary notwithstanding, the Company
may fail or omit, in respect of any series of Debt Securities, and in any
particular instance, to comply with a covenant, agreement or condition
contained in Sections 5.02, 5.04 (other than in 5.04(a)(1) and (2)) or
5.05, or with any additional covenant, agreement or condition contained in a
Board Resolution or Officers’ Certificate establishing such series of Debt
Securities, any indenture supplemental hereto applicable to such series of any
Debt Security of such series if the Company shall have obtained and filed with
the Trustee before or after the time for such compliance the consent in writing
of the Holders of more than 50% in aggregate principal amount of the Debt
Securities of the series affected by such waiver at the time Outstanding,
either waiving such compliance in such instance or generally waiving compliance
with such covenant or condition, but no such waiver shall extend to or affect
any obligation not expressly waived nor impair any right consequent thereon
and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such covenant or condition
shall remain in full force and effect.


 


ARTICLE
6.

HOLDERS’ LISTS AND REPORTS BY THE COMPANY

AND THE TRUSTEE.


 


SECTION 6.01.                 Holders’ Lists. 
The Company covenants and agrees that it will furnish or cause to be
furnished to the Trustee, not more than 15 days after each Regular Record Date
with respect to the Debt Securities of any series, and at such other times as
the Trustee may request in writing, within 30 days after receipt by the Company
of any such request, a list in such form as the Trustee may reasonably require
of the names and addresses of the Holders of Debt Securities of such series as
of a date not more than 15 days prior to the time such information is
furnished; provided,  however,
that no such list with respect to any particular series of Debt Securities need
be furnished at any such time if the Trustee is in possession thereof by reason
of its acting as the Debt Security Registrar for such series designated under Section 3.06
or otherwise.


 


SECTION 6.02.                 Preservation and Disclosure of
Lists.  (a)  The Trustee shall preserve, in as
current a form as is reasonably practicable, all information as to the names
and addresses of the Holders of Debt Securities contained in the most recent
list furnished to it as provided in Section 6.01 or received by the
Trustee in the capacity of the Debt Security Registrar (if so acting) under Section 3.06.
The Trustee may destroy any list furnished to it as provided in Section 6.01
upon receipt of a new list so furnished.


 


27

















 


(b)                                 The rights of Holders to communicate with
other Holders with respect to their rights under this Indenture or under the
Debt Securities of any series or of all Debt Securities, and the corresponding
rights and duties of the Trustee, shall be as provided by the Trust Indenture
Act of 1939.


 


(c)                                  Every Holder of Debt Securities, by
receiving and holding the same, agrees with the Company and the Trustee that
neither the Company nor the Trustee nor any agent of either of them shall be
held accountable by reason of any disclosure of information as to names and
addresses of Holders made pursuant to the Trust Indenture Act of 1939.


 


SECTION 6.03.                 Reports by the Company. 
The Company agrees to file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act of
1939 at the times and in the manner provided pursuant to such Act; provided that any such information, documents or reports
required to be filed with the Commission pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934, as amended, shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.; provided further that any such
information, documents or reports filed with the Commission pursuant to its
Electronic Data Gathering, Analysis and Retrieval (or EDGAR) system or any
successor thereto shall be deemed to be filed with the Trustee.


 


SECTION 6.04.                 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 of 1939 at the times and in the manner provided pursuant thereto.
The interval between transmissions of reports to be transmitted at intervals
shall be twelve months or such shorter time required by the Trust Indenture Act
of 1939. If the Trust Indenture Act of 1939 does not specify the date on which
a report is due, the such report shall be due on July 15 of each year
following the first issuance of Debt Securities.


 


(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 upon which Debt Securities of any series are listed, with the Commission
and with the Company. The Company will notify the Trustee when the Debt
Securities of any series are listed on any stock exchange and of any delisting
thereof.


 


ARTICLE
7.

REMEDIES OF THE TRUSTEE AND HOLDERS

ON EVENT OF DEFAULT.


 


SECTION 7.01.                 Events of Default.  “Event
of Default”, with respect to any series of Debt Securities, wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body), unless such event is either inapplicable to such series or
it is specifically deleted or modified in the Board Resolution, Officers’
Certificate or supplemental indenture under which such series of Debt
Securities is issued or in the form of Debt Security for such series:


 


28

















 


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


 


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


 


(c)                                  default in the payment or satisfaction of
any sinking fund payment or analogous obligation, if any, with respect to the
Debt Securities of such series as and when the same shall become due and
payable by the terms of the Debt Securities of such series, and continuance of
such default for a period of 30 days;


 


(d)                                 failure on the part of the Company duly to
observe or perform any of the covenants, warranties or agreements on the part
of the Company in respect of the Debt Securities of such series in this
Indenture (other than a covenant, warranty or agreement a default in whose
performance or whose breach is specifically dealt with elsewhere in this
Section) continued for a period of 90 days after the date on which written
notice of such failure, specifying such failure and requiring the same to be
remedied, shall have been given to the Company by the Trustee, by registered
mail, or to the Company and the Trustee by the Holders of at least 25% in
aggregate principal amount of the Outstanding Debt Securities of such series;


 


(e)                                  a decree or order by a court having
jurisdiction in the premises shall have been entered adjudging the Company a
bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization of the Company under the Federal bankruptcy laws or any other
similar applicable Federal or state law, and such decree or order shall have
continued undischarged and unstayed for a period of 60 days; or a decree or
order of a court having jurisdiction in the premises for the appointment of a
receiver or liquidator or trustee or assignee or other similar official in
bankruptcy or insolvency of the Company or of all or substantially all of its
property, or for the winding up or liquidation of its affairs, shall have been
entered, and such decree or order shall have continued undischarged and
unstayed for a period of 60 days;


 


(f)                                    the Company shall institute proceedings
to be adjudicated a voluntary bankrupt, or shall consent to the filing of a
bankruptcy proceeding against it, or shall file a petition or answer or consent
seeking an arrangement or a reorganization under the Federal bankruptcy laws or
any other similar applicable Federal or state law, or shall consent to the
filing of any such petition, or shall consent to the appointment of a receiver
or liquidator or trustee or assignee or other similar official in bankruptcy or
insolvency of it or of all or substantially all of its property, or shall make
an assignment for the benefit of creditors, or shall admit in writing its
inability to pay its debts generally as they become due; or


 


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


 


then and in each
and every such case, so long as such Event of Default with respect to any series
of Debt Securities for which there are Debt Securities Outstanding occurs and
is continuing 


 


29

















 


(other than an
Event of Default specified in clause (e) or (f) of Section 7.01)
and shall not have been remedied or waived to the extent permitted by the terms
of this Indenture, unless the principal of all of the Debt Securities of such
series shall have already become due and payable, either the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Debt Securities of such series, by notice in writing to the Company (and to the
Trustee if given by Holders), may declare the principal (or, if the Debt
Securities of that series are Original Issue Discount Debt Securities, such
portion of the principal amount as may be specified in the terms of that
series) of all the Debt Securities of such series and the interest accrued
thereon to be due and payable immediately, and upon any such declaration the
same shall become and shall be immediately due and payable, anything in this
Indenture or in the Debt Securities of such series contained to the contrary
notwithstanding.  If an Event of Default
specified in clause (e) or (f) of Section 7.01 occurs and is
continuing, then the principal amount of (or, if the Debt Securities of that
series are Original Issue Discount Debt Securities, such portion of the
principal amount as may be specified in the terms thereof as due and payable
upon acceleration) and any accrued and unpaid interest on that series shall
immediately become due and payable without any declaration or other act on the
part of the Trustee or any Holder.  This
provision, however, is subject to the condition that if, at any time after the
principal of the Debt Securities of such series 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, the Company
shall pay or shall deposit with the Trustee a sum sufficient to pay in the
currency in which the Debt Securities of such series are payable all matured
installments of interest upon all of the Debt Securities and the principal of
and premium, if any, on any and all Debt Securities of such series which shall
have become due otherwise than by such declaration (with interest on overdue
installments of interest to the extent that payment of such interest is
enforceable under applicable law and on such principal and premium, if any, at
the rate borne by the Debt Securities of such series or as otherwise provided
in the form of Debt Security for such series, to the date of such payment or
deposit) and the expenses of the Trustee (subject to Section 8.06), and
any and all defaults under this Indenture, other than the nonpayment of
principal of and accrued interest on Debt Securities of such series which shall
have become due by such declaration, shall have been cured or shall have been
waived in accordance with Section 7.07 or provision deemed by the Trustee
to be adequate shall have been made therefor — then and in every such case the
Holders of at least a majority in aggregate principal amount of the Debt
Securities of such series then Outstanding, by written notice to the Company
and to the Trustee, may rescind and annul such declaration and its
consequences; but no such rescission and annulment shall extend to or shall
affect any subsequent default, or shall impair any right consequent thereon.


 


In case the Trustee or any Holders shall have proceeded to enforce any
right under this Indenture and such proceedings shall have been discontinued or
abandoned because of such rescission and annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such
case the Company, the Trustee and the Holders shall be restored respectively to
their several positions and rights hereunder, and all rights, remedies and
powers of the Company, the Trustee and the Holders shall continue as though no
such proceeding had been taken.


 


SECTION 7.02.                 Payment of Debt Securities Upon
Default; Suit Therefor.  The Company covenants that (a) in
case default shall be made in the payment of any installment of 


 


30

















 


interest upon any Debt Security of any series as and
when the same shall 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 the principal of and premium, if any, on any Debt Security of
any series as and when the same shall have become due and payable, whether at
maturity of the Debt Security or upon redemption or by declaration or otherwise
or (c) in case default shall be made in the making or satisfaction of any
sinking fund payment or analogous obligation with respect to the Debt
Securities of any series when the same becomes due by the terms of the Debt
Securities of any series, and such default shall have continued for a period of
30 days—then, upon demand of the Trustee, the Company will pay to the Trustee,
for the benefit of the Holders of any such series, the whole amount that then
shall have become due and payable on any such Debt Securities for principal and
premium, if any, or interest, or both, as the case may be, with interest upon
the overdue principal and premium, if any, and (to the extent that payment of
such interest is enforceable under applicable law) upon the overdue
installments of interest at the rate borne by the Debt Securities of such
series or as otherwise provided in the form of Debt Security of such series;
and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including a reasonable compensation to
the Trustee, its agents, attorneys and counsel, and any expenses or liabilities
incurred and advances made by the Trustee, except compensation or advances
arising, or expenses or liabilities incurred, as a result of the Trustee’s
gross negligence or bad faith.


 


Until such demand is made by the Trustee, the Company may pay the
principal of and premium, if any, and interest on the Debt Securities of any
series to the Persons entitled thereto, whether or not the principal of and
premium, if any, and interest on the Debt Securities of such series are
overdue.


 


In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor on such Debt
Securities and collect, in the manner provided by law out of the property of the
Company or any other obligor on such Debt Securities wherever situated, the
moneys adjudged or decreed to be payable. If any Event of Default with respect
to any series of Debt Securities occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the
Holders of Debt Securities of such series by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy.


 


In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor on the Debt Securities
of any series under the Federal bankruptcy laws or any other applicable law, or
in case a receiver or trustee shall have been appointed for the property of the
Company or such other obligor, or in the case of any other similar judicial
proceedings relative to the Company or other obligor upon the Debt Securities
of any series, or to the creditors or property of the Company or such other
obligor, the Trustee, irrespective of whether the principal of the Debt
Securities of such series shall then be due and payable as therein expressed or
by declaration or otherwise and irrespective of whether the 


 


31

















 


Trustee shall have made any demand pursuant to the
provisions of this Section 7.02, 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 owing and unpaid
in respect of the Debt Securities of such series, and, in case of any judicial
proceedings, to file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee and of the
Holders of the Debt Securities of such series allowed in such judicial proceedings
relative to the Company or any other obligor on such Debt Securities, its or
their creditors, or its or their property, (b) unless prohibited by
applicable law and regulations, to vote on behalf of the Holders of any Debt
Securities of any series in any election of a trustee or a standby trustee in
arrangement, reorganization, liquidation or other bankruptcy or insolvency
proceedings or person performing similar functions in comparable proceedings,
and (c) to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute the same after the deduction
of its charges and expenses; and any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of the Holders of the
Debt Securities of such series to make such payments to the Trustee, and, in
the event that the Trustee shall consent to the making of such payments
directly to such Holders, to pay to the Trustee such amount as shall be
sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other expenses and liabilities incurred and
advances made by the Trustee except compensation or advances arising, or
expenses or liabilities incurred, as a result of the Trustee’s gross negligence
or bad faith.


 


Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept, or adopt on behalf of any Holder any plan or
reorganization, arrangement, adjustment or composition affecting the Debt
Securities or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder (except, as aforesaid, for the
election of a trustee in bankruptcy or other Person performing similar
functions) in any such proceeding.


 


All rights of action and of asserting claims under this Indenture, or
under any of the Debt Securities of any series, may be enforced by the Trustee
without the possession of any of such Debt Securities, or the production
thereof on any trial or other proceeding relative thereto, and any such suit or
proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall be for the
ratable benefit of the Holders of the Debt Securities of such series in respect
of which such judgment has been recovered.


 


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


 


SECTION 7.03.                 Application of Moneys Collected
by Trustee.  Any moneys collected by the Trustee pursuant
to Section 7.02 and any other money or property distributed in respect of
the Company’s obligations under this Indenture after an Event of Default shall
be applied in the order following, at the date or dates fixed by the Trustee
for the distribution of such moneys, upon presentation of the Debt Securities
of such series, and stamping thereon the payment, if only partially paid, and
upon surrender thereof, if fully paid:


 


32

















 


FIRST:                                                           To the payment of costs and expenses of
collection and reasonable compensation to the Trustee, its agents, attorneys
and counsel, and of all other expenses and liabilities incurred, and all
advances made, by the Trustee except compensation or advances arising, or
expenses or liabilities incurred, as a result of its gross negligence or bad
faith, and any other amounts owing the Trustee under Section 8.06;


 


SECOND:                                            In case the principal of the Debt
Securities of such series shall not have become due and be unpaid, to the
payment of interest on such Debt Securities, in the order of the maturity of
the installments of such interest, with interest (to the extent that such
interest has been collected by the Trustee) upon the overdue installments of interest
at the rate borne by such Debt Securities, such payments to be made ratable to
the Persons entitled thereto;


 


THIRD:                                                       In case the principal of the Debt
Securities of such series shall have become due, by declaration or otherwise,
to the payment of the whole amount then owing and unpaid upon such Debt
Securities for principal and premium, if any, and interest, with interest on
the overdue principal and premium, if any, and (to the extent that such
interest has been collected by the Trustee) upon overdue installments of
interest at the rate borne by such Debt Securities; and in case such moneys
shall be insufficient to pay in full the whole amounts so due and unpaid upon
such Debt Securities, then, to the payment of such principal and premium, if
any, and interest without preference or priority of principal and premium, if
any, over interest, or of interest over principal and premium, if any, or of
any installment of interest over any other installment of interest, or of any
Debt Security of such series over any other such Debt Security, ratably to the
aggregate of such principal and premium, if any, and accrued and unpaid
interest;


 


FOURTH:                                           To the payment of any surplus then
remaining to the Company, its successors or assigns, or to whomsoever may be
lawfully entitled to receive the same.


 


SECTION 7.04.                 Proceedings by Holders. 
No Holder of any Debt Security of any series shall have any right by
virtue of or by availing of any provision of this Indenture to institute any
suit, action or proceeding in equity or at law or in bankruptcy or otherwise
upon or under or with respect to this Indenture or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless such Holder
previously shall have given to the Trustee written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
not less than 25% in aggregate principal amount of the Debt Securities of such
series then Outstanding shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding (and no direction inconsistent with such written
request shall have been given to the Trustee pursuant to Section 7.07), it
being understood and intended, and being expressly covenanted by the taker and
Holder of every Debt Security of every series with every other taker and Holder
and the Trustee, that no one or more Holders of Debt Securities shall have any
right in any manner whatever by virtue of or by availing of any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holder
of such Debt Securities, or to obtain or seek to obtain priority over or
preference to any other such Holder, or to enforce any right under this
Indenture, except in the 


 


33

















 


manner herein provided and for the equal, ratable and
common benefit of all Holders of Debt Securities.


 


SECTION 7.05.                 Proceedings by Trustee. 
In case of an Event of Default hereunder the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders 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 by suit in equity or by action at law or by proceeding 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 7.06.                 Remedies Cumulative and
Continuing.  All powers and remedies given by this Article Seven
to the Trustee or to the Holders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any thereof or of any other powers and
remedies available to the Trustee or the Holders, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture, and no delay or omission of the Trustee
or of any Holder to exercise any right or power accruing upon any default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such default or an acquiescence
therein; and, subject to the provisions of Section 7.04, every power and
remedy given by this Article Seven or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the Holders.


 


SECTION 7.07.                 Direction of Proceedings and
Waiver of Defaults by Majority of Holders.  The Holders
of a majority in aggregate principal amount of the Outstanding Debt Securities
of any series shall have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee with respect to the Debt
Securities by this Indenture; provided, however, that (subject to the
provisions of Section 8.01) the Trustee shall have the right to decline to
follow any such direction if the Trustee shall determine upon advice of counsel
that the action or proceeding so directed may not lawfully be taken or would be
materially and unjustly prejudicial to the rights of Holders not joining in
such direction or if the Trustee in good faith by its board of directors or
trustees, executive committee, or a trust committee of directors or trustees
and/or Responsible Officers shall determine that the action or proceeding so
directed would involve the Trustee in personal liability or if the Trustee in
good faith shall so determine that the actions or forebearances specified in or
pursuant to such direction would be unduly prejudicial to the interests of
Holders of the Debt Securities of all series not joining in the giving of said
direction, it being understood that (subject to Section 8.01) the Trustee
shall have no duty to ascertain whether or not such actions or forebearances
are duly prejudicial to such Holders. The Trustee may take any other action
deemed proper by the Trustee not inconsistent with such direction. Subject to Section 7.01,
the Holders of a majority in aggregate principal amount of the Outstanding Debt
Securities of any series may on behalf of the Holders of all the Debt
Securities of such series waive any past default or Event of Default hereunder
and its consequences except a default in the payment of principal of or
premium, if any, or interest on such Debt Securities, or a default in the
making of any sinking fund payment with respect to such Debt Securities. Upon
any such waiver the Company, the Trustee and the Holders of such Debt
Securities shall be 


 


34

















 


restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.
Whenever any default or Event of Default shall have been waived as permitted by
this Section 7.07, said default or Event of Default shall for all purposes
of the Debt Securities and this Indenture be deemed to have been cured and to
be not continuing.


 


This Section 7.07 shall be in lieu of Sections 316(a)(1)(A) and
316(a)(1)(B) of the Trust Indenture Act of 1939 and such Sections
316(a)(1)(A) and Section 316(a)(1)(B) are hereby expressly
excluded from this Indenture, as permitted by the Trust Indenture Act of 1939.


 


SECTION 7.08.                 Notice of Defaults. 
Within 90 days after the occurrence of any default hereunder with
respect to the Debt Securities of any series, the Trustee shall transmit
first-class by mail, postage prepaid, to all Holders of Debt Securities of such
series, as their names and addresses appear in the Debt Security Register,
notice of such default hereunder known to the Trustee, unless such default
shall have been cured or waived; provided, however, that, except in the case of
a default in the payment of the principal of (or premium, if any) or interest
on any Debt Security of such series or in the payment of any sinking fund
installment with respect to Debt Securities of such series, the Trustee shall
be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors or
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders of Debt Securities
of such series; and provided, further, that in the case of any default of the
character specified in Section 7.01(d) with respect to Debt
Securities of such series, no such notice to Holders shall be given until at
least 60 days after the occurrence thereof. For the purpose of this Section,
the term “default” means any event which is, or after notice or lapse of time
or both would become, an Event of Default with respect to Debt Securities of
such series.


 


SECTION 7.09.                 Undertaking to Pay Costs. 
In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit
to file an undertaking to pay the costs of such suit, and may assess costs
against any such party litigant, in the manner and to the extent provided in
the Trust Indenture Act of 1939; provided that neither this Section nor
the Trust Indenture Act of 1939 shall be deemed to authorize any court to
require such an undertaking or to make such an assessment in any suit
instituted by the Company or the Trustee, and any provision of the Trust
Indenture Act of 1939 to such effect is hereby expressly excluded from this
Indenture, as permitted by the Trust Indenture Act of 1939.


 


SECTION 7.10.                 Unconditional Right of Holders to
Receive Principal, Premium and Interest. 
Notwithstanding any other provision in this Indenture, the Holder of any
Debt Security shall have the rights, which are absolute and unconditional, to
receive payment of the principal of, premium, if any, and (subject to Section 3.08)
interest on such Debt Security on the respective Stated Maturities expressed in
such Debt Security (or in the case of redemption or repayment, on the date for
redemption or repayment, as the case may be) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.


 


35

















 


ARTICLE
8.

CONCERNING THE TRUSTEE.


 


SECTION 8.01.                 Duties and Responsibilities of Trustee.


 


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


 


(b)                                 In case an Event of Default has occurred
and is continuing, the Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.


 


(c)                                  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:


 


(1)                                  this Subsection (c) shall not be
construed to limit the effect of Subsections (a) or (d) of this Section 8.01;


 


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


 


(3)                                  the Trustee shall not be liable with
respect to any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Holders of a majority in principal amount
of the Outstanding Securities of any series 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
with respect to the Securities of such series.


 


(d)                                 No provision of this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it.


 


(e)                                  Whether or not therein expressly so
provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 8.01.


 


SECTION 8.02.                 Reliance on Documents, Opinions,
etc..  Subject to the provisions of Section 8.01,


 


(a)                                  the Trustee may rely and shall be
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, 


 


36

















 


order, bond,
debenture, note or other paper document believed by it to be genuine and to
have been signed or presented by the proper party or parties;


 


(b)                                 any request, direction, order or demand
of the Company mentioned herein shall be sufficiently evidenced by Company
Request or Company Order (unless otherwise evidence in respect thereof be
herein specifically prescribed); 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 Company;


 


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


 


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


 


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


 


(f)                                    the Trustee shall not be bound to make
any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond, debenture, note, or other paper or document, unless
requested in writing to do so by the Holders of not less than a majority in
principal amount of such Debt Securities then Outstanding; provided,
however, that the reasonable expenses of
every such investigation shall be paid by the Company or, if paid by the
Trustee, shall be repaid by the Company upon demand; and provided,
further, 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 indemnity
against such expenses or liabilities as a condition to so proceeding;


 


(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, and the Trustee shall not be liable or responsible
for any misconduct, bad faith or negligence on the part of any agent or
attorney appointed with due care by it hereunder;


 


(h)                                 the Trustee shall not be deemed to have
notice or be charged with knowledge of any default or Event of Default unless
written notice of such default or Event of Default from the Company or any
Holder is received by a Responsible Officer of the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Debt Securities and
this Indenture;


 


(i)                                     the rights, privileges, protections,
immunities and benefits given to the Trustee, including its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in 


 


37

















 


each
of its capacities hereunder, and each agent, custodian and other Person employed
to act hereunder; and


 


(j)                                     the permissive rights of the Trustee
enumerated herein shall not be construed as duties.


 


SECTION 8.03.                 No Responsibility for Recitals,
etc.  The recitals contained herein and in the Debt
Securities (except in the Trustee’s certificate of authentication) shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Debt
Securities of any series. The Trustee represents that it is duly authorized to
execute and deliver this Indenture. Neither the Trustee nor the Authenticating
Agent shall be accountable for the use or application by the Company or any
Debt Securities or the proceeds of any Debt Securities authenticated and
delivered by the Trustee in conformity with the provisions of this Indenture.


 


SECTION 8.04.                 Trustee and Agents May Own
Debt Securities.  The Trustee, any paying agent, or any agent
of the Trustee or the Company under this Indenture, in its individual or any
other capacity, may become the owner or pledgee of Debt Securities of any
series with the same rights it would have if it were not Trustee or such agent
and, subject to Sections 8.08 and 8.13, if operative, may otherwise deal with
the Company and receive, collect, hold, and retain collections from the Company
with the same rights it would have if it were not the Trustee or such agent.


 


SECTION 8.05.                 Moneys to be Held in Trust. 
Subject to the provisions of Section 13.04, 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 law. Neither the Trustee nor any
paying agent shall be under any liability for interest on, or to invest, any
moneys received by it hereunder except such as it may agree with the Company to
pay thereon. So long as no Event of Default with respect to the Debt Securities
of any series shall have occurred and be continuing, all interest allowed on
any such moneys shall be paid from time to time upon the receipt of a Company
Order.


 


SECTION 8.06.                 Compensation and Expenses of
Trustee.  The Company covenants and agrees to pay to
the Trustee from time to time, and the Trustee shall be entitled to, reasonable
compensation (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust), and the Company will pay or
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and all persons not regularly
in its employ and any amounts paid by the Trustee to any Authenticating Agent
pursuant to Section 8.14) except any such expense, disbursement or advance
as may arise from its gross negligence or bad faith. The Company also covenants
to indemnify the Trustee for, and to hold it harmless against, any loss,
damage, claims, liability or expense incurred without gross negligence or bad
faith on the part of the Trustee and arising out of or in connection with this
Indenture, including the acceptance or administration of this trust, or the
performance of its duties hereunder, including the current payment of all costs
and expenses of defending itself 


 


38

















 


against any claim of liability in the premises. The
obligations of the Company under this Section 8.06 to compensate and
indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder.
Such additional indebtedness shall be secured by a lien prior to that of the
Debt 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
Debt Securities.  In addition to, but
without prejudice to its other rights under this indenture, when the Trustee
incurs expenses or renders services in connection with an Event of Default
specified in Section 7.01(e) or Section 7.01(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 Federal or state bankruptcy, insolvency or
other similar law.


 


“Trustee” for purposes of this Section shall
include any predecessor Trustee; provided, however, that the negligence,
willful misconduct or bad faith of any Trustee hereunder shall not affect the
rights of any other Trustee hereunder.


 


The provisions of this Section shall survive the
termination of this Indenture, the satisfaction and discharge of this Indenture
and the resignation or removal of the Trustee.


 


SECTION 8.07.                 Officers’ Certificate as Evidence. 
Subject to the provisions of Section 8.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking
or omitting any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of gross
negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers’ Certificate conforming to
the requirements of this Indenture delivered to the Trustee, and such
Certificate, in the absence of gross negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken or omitted
by it under the provisions of this Indenture upon the faith thereof.


 


SECTION 8.08.                 Conflicting Interest of Trustee. 
If the Trustee has or shall acquire any conflicting interest within the
meaning of the Trust Indenture Act of 1939, the Trustee shall either eliminate
such conflicting interest or resign in the manner provided by, and subject to
the provisions of, the Trust Indenture Act of 1939 and this Indenture.


 


SECTION 8.09.                 Eligibility of Trustee. 
There shall at all times be a Trustee with respect to each series of
Debt Securities hereunder which shall be a Person organized and doing business
under the laws of the United States or any state or territory thereof or of the
District of Columbia authorized under such laws to exercise trust powers,
having a combined capital and surplus of at least $50,000,000, subject to
supervision or examination by Federal, state, territorial, or District of
Columbia authority and willing to act as Trustee hereunder. If such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 8.09, the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. In case at any time the
Trustee with respect to any series of Debt Securities shall cease to be
eligible in accordance with the provisions of this Section 8.09, such
Trustee shall resign immediately in the manner and with the effect specified in
Section 8.10.


 


39














 


SECTION 8.10.                 Resignation or Removal of Trustee.  (a) 
The Trustee may at any time resign with respect to any series of Debt
Securities by giving written notice by first class mail of such resignation to
the Company and to the Holders of such series of Debt Securities at their
addresses as they shall appear on the Debt Security Register. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
trustee with respect to such series by written instrument, in duplicate, executed
by order of the Board of Directors, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor trustee. If no
successor trustee with respect to such series shall have been so appointed and
have accepted appointment within 60 days after the mailing of such notice of
resignation to the Holders, the resigning Trustee may, at the expense of the
Company, petition any court of competent jurisdiction for the appointment of a
successor trustee, or any Holder of such series of Debt Securities who has been
a bona fide Holder of a Debt Security or Debt Securities of such series for at
least six months may, subject to the provisions of Section 7.09, on behalf
of such Holder and all others similarly situated, petition any such court for
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 prescribe,
appoint such successor trustee.


 


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


 


(1)                                  the Trustee shall fail to comply with the
provisions of Section 8.08 after written request therefor by the Company
or by any Holder who has been a bona fide Holder of a Debt Security or Debt
Securities of such series for at least six months, unless the Trustee’s duty to
resign is stayed in accordance with the provisions of Section 310(b) of
the Trust Indenture Act of 1939,


 


(2)                                  the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.09 and shall fail to resign
after written request therefor by the Company or by any such Holder of a note
of such series, or


 


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


 


then, in any such
case, the Company may remove the Trustee with respect to such series and
appoint a successor trustee for such series by Company Order, one copy of which
Company Order shall be delivered to the Trustee so removed and one copy to the
successor trustee, or, subject to the provisions of Section 7.09, any
Holder who has been a bona fide Holder of a Debt Security or Debt Securities of
such series for at least six months may, on behalf of such Holder 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 prescribe, remove such Trustee and appoint such successor
trustee.


 


(c)                                  The Holders of a majority in aggregate
principal amount of the Outstanding Debt Securities of any series may at any
time remove the Trustee with respect to such series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Company


 


40

















 


the
evidence provided for in Section 9.01 of the action in that regard taken
by the Holders, and nominate a successor Trustee which shall be deemed
appointed as successor Trustee unless within ten days after such nomination the
Company objects thereto, in which case the Trustee so removed or any Holder of
a Debt Security or Debt Securities of such series, upon the terms and
conditions and otherwise as in subsection (a) of this Section 8.10
provided, may petition any court of competent jurisdiction for an appointment
of a successor Trustee with respect to such series.


 


(d)                                 Any resignation or removal of the Trustee
with respect to all or any series of Debt Securities and any appointment of a
successor Trustee pursuant to any of the provisions of this Section 8.10
shall become effective upon acceptance of appointment by the successor Trustee
as provided in Section 8.11.


 


SECTION 8.11.                 Acceptance by Successor Trustee. 
Any successor Trustee appointed as provided in Section 8.10 shall
execute, acknowledge and deliver to the Company and to its predecessor Trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor Trustee shall become effective with
respect to all or any series as to which it is resigning as Trustee, and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, duties and obligations of its predecessor
hereunder with respect to all or any such series, with like effect as if
originally named as Trustee herein with respect to all or any such series;
nevertheless, on the written request of the Company or of the successor
Trustee, the Trustee ceasing to act shall, upon payment of any amounts then due
it pursuant to the provisions of Section 8.06, execute and deliver an
instrument transferring to such successor Trustee all the rights and powers of
the Trustee with respect to all or any such series so ceasing to act. Upon
request of any such successor Trustee, the Company 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 lien upon all property or funds held or
collected by such Trustee with respect to all or any series as to which it is
resigning as Trustee, to secure any amounts and shall be entitled to any
indemnities then due it pursuant to the provisions of Section 8.06.


 


No successor Trustee shall accept appointment as provided in this Section 8.11
unless at the time of such acceptance such successor Trustee shall be qualified
under the provisions of Section 8.08 and eligible under the provisions of Section 8.09.


 


Upon acceptance of appointment by a successor Trustee with respect to
all or any series of Debt Securities as provided in this Section 8.11, the
Company shall mail notice of the succession of such Trustee hereunder to the
Holders of Debt Securities of such series at their addresses as they shall
appear on the Debt Security Register. If the Company fails to mail such notice
within ten days after acceptance of appointment by the successor Trustee, the
successor Trustee shall cause such notice to be mailed at the expense of the
Company.


 


In case the appointment hereunder of a successor Trustee with respect
to the Debt Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Debt Securities
of any applicable series shall execute and deliver an indenture supplemental
hereto which shall contain such provisions as shall be deemed 


 


41

















 


necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Debt
Securities of any series as to which the retiring Trustee is not retiring shall
continue to be vested in the retiring 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 hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee.


 


SECTION 8.12.                 Succession by Merger, etc. 
Subject to Sections 8.08 and 8.09, any Person into which the Trustee may
be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any Person succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder without the execution or filing of any paper or any further act on
the part of any of the parties hereto.


 


In case at the time any successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Debt Securities 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
Debt Securities so authenticated; and in case at that time any of the Debt
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Debt Securities in the name of such successor Trustee; and in
all such cases such certificate shall have the full force which it is anywhere
in the Debt Securities or in this Indenture provided that the certificate of
the Trustee shall have.


 


SECTION 8.13.                 Limitation on Rights of Trustee
as a Creditor.  If and when the Trustee shall be or become a
creditor of the Company (or any other obligor upon the Debt Securities), the
Trustee shall be subject to the provisions of the Trust Indenture Act of 1939
regarding the collection of claims against the Company (or any such other
obligor).


 


SECTION 8.14.                 Authenticating Agents. 
There may be an Authenticating Agent or Authenticating Agents appointed
by the Trustee from time to time with power to act on its behalf and subject to
its direction in the authentication and delivery of any series of Debt
Securities issued upon original issuance, exchange, transfer or redemption
thereof as fully to all intents and purposes as though such Authenticating
Agent (or Authenticating Agents) had been expressly authorized to authenticate
and deliver such Debt Securities, and Debt Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as though authenticated by the Trustee hereunder. For all
purposes of this Indenture, the authentication and delivery of Debt Securities
by any Authenticating Agent pursuant to this Section 8.14 shall be deemed
to be the authentication and delivery of such Debt Securities “by the Trustee”,
and whenever this Indenture provides that “the Trustee shall authenticate and
deliver” Debt Securities or that Debt Securities “shall have been authenticated
and delivered by the Trustee”, such authentication and delivery by any
Authenticating Agent shall be deemed to be authentication and delivery by the
Trustee. Any such Authenticating Agent shall at all times be a Person organized
and doing business under the laws of the United States of America or of any
state or territory thereof or the District of Columbia, with a combined capital
and surplus of at least $50,000,000 and authorized under such laws to act as an
authenticating agent, duly 


 


42

















 


registered to act as such, if and to the extent
required by applicable law and subject to supervision or examination by Federal
or state authority. If such Person publishes reports of its condition at least
annually pursuant to law or the requirements of such authority, then for the
purposes of this Section 8.14 the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.14, or to be duly registered if and to the
extent required by applicable law and regulations, it shall resign immediately
in the manner and with the effect herein specified in this Section 8.14.


 


Whenever reference is made in this Indenture to the authentication and
delivery of Debt Securities of any series by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by its Authenticating
Agent appointed with respect to the Debt Securities of such series and a
certificate of authentication executed on behalf of the Trustee by its
Authenticating Agent appointed with respect to the Debt Securities of such
series.


 


Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from
any merger, consolidation or conversion to which any Authenticating Agent shall
be a party, or any Person succeeding to the authenticating agency business of
any Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, if such successor Person is otherwise eligible under this Section 8.14,
without the execution or filing of any paper or any further act on the part of
the parties hereto or such Authenticating Agent or such successor Person.


 


In case at the time such successor to any such agency shall succeed to
such agency any of the Debt Securities shall have been authenticated but not
delivered, any such successor to such Authenticating Agent may adopt the
certificate of authentication of any predecessor Authenticating Agent and
deliver such Debt Securities so authenticated; and in case at that time any of
the Debt Securities shall not have been authenticated, any successor to any
Authenticating Agent may authenticate such Debt Securities either in the name
of any predecessor hereunder or in the name of the successor Authenticating
Agent; and in all cases such certificate shall have the full force which it has
anywhere in the Debt Securities or in this Indenture provided that the
certificate of the predecessor Authenticating Agent shall have had such force; provided,  however, that
the right to adopt the certificate of authentication of any predecessor
Authenticating Agent or to authenticate Debt Securities in the name of any
predecessor Authenticating Agent shall apply only to its successor or
successors by merger, conversion or consolidation.


 


Any Authenticating Agent may at any time resign as Authenticating Agent
with respect to any series of Debt Securities by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of any Authenticating Agent with respect to any series of
Debt Securities by giving written notice of termination to such Authenticating
Agent and to the Company. Upon receiving such a notice of resignation or upon
such a termination, or in case at any time Authenticating Agent shall cease to
be eligible under this Section 8.14, the Trustee may, and shall, upon
request of the Company, promptly use its best efforts to appoint a successor
Authenticating Agent.


 


43

















 


Upon the appointment, at any time after the original issuance of any of
the Debt Securities, of any successor, additional or new Authenticating Agent,
the Trustee shall give written notice of such appointment to the Company and
shall at the expense of the Company mail notice of such appointment to all
Holders of Debt Securities of such series as the names and addresses of such
Holders appear on the Debt Security Register.


 


Any successor Authenticating Agent with respect to any series of Debt
Securities upon acceptance of its appointment hereunder shall become vested
with all the rights, powers and duties of its predecessor hereunder, with like
effect as though originally named as an Authenticating Agent herein with
respect to such series. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section 8.14 and duly
registered if and to the extent required under applicable law and regulations.


 


Any Authenticating Agent by the acceptance of its appointment with
respect to any series of Debt Securities shall be deemed to have agreed with
the Trustee that: (a) it will perform and carry out the duties of an
Authenticating Agent as herein set forth with respect to such series, including
the duties to authenticate and deliver Debt Securities when presented to it in
connection with exchanges, registrations of transfer or redemptions thereof; (b) it
will keep and maintain, and furnish to the Trustee from time to time as
requested by the Trustee appropriate records of all transactions carried out by
it as Authenticating Agent and will furnish the Trustee such other information
and reports as the Trustee may reasonably require; (c) it is eligible for
appointment as Authenticating Agent under this Section 8.14 and will
notify the Trustee promptly if it shall cease to be so qualified; and (d) it
will indemnify the Trustee against any loss, liability or expense incurred by
the Trustee and will defend any claim asserted against the Trustee by reason of
any acts or failures to act of the Authenticating Agent with respect to such
series but it shall have no liability for any action taken by it at the
specific written direction of the Trustee.


 


The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation and expenses for its services, and the Trustee
shall have no liability for such payments.


 


The provisions of Sections 8.02(a), (b), (c), (e) and (f), 8.03,
8.04, 8.06 (insofar as it pertains to indemnification), 9.01, 9.02 and 9.03
shall bind and inure to the benefit of each Authenticating Agent to the same
extent that they bind and inure to the benefit of the Trustee.


 


If an appointment with respect to one or more series is made pursuant to
this Section 8.14, the Debt Securities of such series may have endorsed
thereon, in addition to the Trustee’s certificate of authentication, an
alternate certificate of authentication in the following form:


 


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


 


	
   

  	
  , 

  	
   

  	
  , 

  
	
  As Trustee

  	
  As Trustee

  
	
   

  	
   

  
	
  -OR-

  	
   

  



 


44

















 


	
  By:

  	
  By:

  	
   

  	
  ,

  
	
  Authorized Officer

  	
  as Authenticating Agent

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Authorized Officer

  



 


SECTION 8.15.      Preferential Collection of Claims Against the Company. If
and when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Debt Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act of 1939 regarding the collection of
claims against the Company (or any such other obligor).


 


SECTION 8.16.      Trustee’s Application for Instructions from the Company. Any
application by the Trustee for written instructions from the Company may, at
the option of the Trustee, set forth in writing any action proposed to be taken
or omitted by the Trustee under this Indenture and the date on and/or after
which such action shall be taken or such omission shall be effective.  The Trustee shall not be liable for any action
taken by, or omission of, the Trustee in accordance with a proposal included in
such application on or after the date specified in such application (which date
shall not be less than three Business Days after the date any officer of the
Company actually receives such application, unless any such officer shall have
consented in writing to any earlier date) unless prior to taking any such
action (or the effective date in the case of an omission), the Trustee shall
have received written instructions in response to such application specifying
the action to be taken or omitted.


 


ARTICLE
9.

CONCERNING THE HOLDERS.


 


SECTION 9.01.                 Action by Holders. 
Whenever in this Indenture it is provided that the Holders of a
specified percentage in aggregate principal amount of the Debt Securities of
any series may take any action (including the making of any demand or request,
the giving of any notice, consent or waiver or the taking of any other action)
the fact that at the time of taking any such action the Holders of such
specified percentage of such series have joined therein may be evidenced (a) by
any instrument or any number of instruments of similar tenor executed by
Holders of such series in person or by agent or proxy appointed in writing, or (b) by
the record of the Holders of such series voting in favor thereof at any meeting
of such Holders duly called and held in accordance with the provisions of Article Ten,
or (c) by a combination of such instrument or instruments and any such
record of such a meeting of Holders of such series.


 


SECTION 9.02.                 Proof of Execution by Holders. 
Subject to the provisions of Sections 8.01, 8.02 and 10.05, proof of the
execution of any instrument by a Holder or such Holder’s agent or proxy shall
be sufficient if made 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 ownership of Debt Securities shall be provided
by the Debt Security Register or by a certificate of the Debt Security
Registrar with respect to a series of Debt Securities.


 


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The record of any Holders’ meeting shall be proved in the manner
provided in Section 10.06.


 


SECTION 9.03.                 Who Are Deemed Absolute Owners. 
The Company, the Trustee with respect to a series of Debt Securities,
and any agent of the Trustee or the Company under this Indenture may deem the
Person in whose name such Debt Security shall be registered upon the Debt
Security Register to be, and may treat such Person as, the absolute owner of
such Debt Security (whether or not such Debt Security shall be overdue and
notwithstanding any notation of ownership or other writing thereon made by
anyone other than the Company, the Trustee or any such agent) for the purpose
of receiving payment of or on account of the principal of and premium, if any,
and interest on such Debt Security and for all other purposes; and neither the
Company nor the Trustee nor any such agent shall be affected by any notice to
the contrary.


 


SECTION 9.04.                 Company-Owned Debt Securities
Disregarded.  In determining whether the Holders of the
requisite aggregate principal amount of Debt Securities of any series have
concurred in any direction or consent under this Indenture, Debt Securities of
such series which are owned by the Company or any other obligor upon such Debt
Securities or any Affiliate of the Company or such other obligor (except in the
case in which the Company or such other obligor or affiliate owns all Debt
Securities Outstanding under the Indenture, or all Outstanding Debt Securities
of each such series, as the case may be, without regard to this proviso) shall
be disregarded and deemed not to be Outstanding for the purpose of any such
determinations; provided, however,
that for the purposes of determining whether the Trustee shall be protected in
relying on any such direction or consent only such Debt Securities which a
Responsible Officer of the Trustee actually knows are so owned shall be so
disregarded. Debt Securities so owned which have been pledged in good faith may
be regarded as Outstanding notwithstanding this Section 9.04 if the
pledgee shall establish to the satisfaction of the Trustee the right of the
pledgee to vote such Debt Securities and that the pledgee is not a Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any such other obligor. Upon request of the
Trustee, the Company shall furnish to the Trustee promptly an Officers’
Certificate listing and identifying all Debt Securities of a series, if any,
known by the Company to be owned or held by or for the account of the Company
or any other obligor on such Debt Securities or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any other obligor on such Debt Securities; and,
subject to the provisions of Section 8.01, the Trustee shall be entitled
to accept such Officers’ Certificates as conclusive evidence of the facts therein
set forth and of the fact that all such Debt Securities not listed therein are
Outstanding for the purpose of any such determination.


 


SECTION 9.05.                 Revocation of Consents; Future
Holders Bound.  At any time prior to (but not after) the
evidencing to the Trustee, as provided in Section 9.01, of the taking of
any action by the Holders of the percentage in aggregate principal amount of
the Debt Securities of any series specified in this Indenture in connection
with such action, any Holder of a Debt Security which is shown by the evidence
to be included in the Debt Securities the Holders of which have consented to or
are bound by consents to such action, may, by filing written notice with the
Trustee at the Corporate Trust Office and upon proof of holding as provided in Section 9.02,
revoke such action so far as concerns such Debt Security. Except as aforesaid
any such action taken by the Holder of any Debt Security shall be conclusive
and binding upon such 


 


46

















 


Holder and upon all future Holders and owners of such
Debt Security and of any Debt Security issued on transfer thereof or in
exchange or substitution therefor, irrespective of whether or not any notation
in regard thereto is made upon any such Debt Security. Any action taken by the
Holders of the percentage in aggregate principal amount of the Debt Securities
specified in this Indenture in connection with such action shall be
conclusively binding upon the Company, the Trustee and the Holders of all of
the Debt Securities affected by such action.


 


ARTICLE
10.

HOLDERS’ MEETINGS.


 


SECTION 10.01.           Purposes of Meetings.  A meeting of
Holders of the Debt Securities of all or any series may be called at any time
and from time to time pursuant to the provisions of this Article Ten for
any of the following purposes:


 


(a)                                  to give any notice to the Company or to
the Trustee with respect to such series, or to give any directions to the
Trustee, or to consent to the waiving of any default hereunder and its
consequences, or to take any other action authorized to be taken by Holders
pursuant to any of the provisions of Article Seven;


 


(b)                                 to remove the Trustee and nominate a
successor trustee pursuant to the provisions of Article Eight;


 


(c)                                  to consent to the execution of an
indenture or indentures supplemental hereto pursuant to the provisions of Section 11.02;
or


 


(d)                                 to take any other action authorized to be
taken by or on behalf of the Holders of any specified aggregate principal
amount of the Debt Securities of all or any series, as the case may be, under
any other provision of this Indenture or under applicable law.


 


SECTION 10.02.           Call of Meetings by Trustee. 
The Trustee may at any time call a meeting of Holders of Debt Securities
of all or any series to take any action specified in Section 10.01, to be
held at such time and at such place as the Trustee shall determine. Notice of
every meeting of the Holders of Debt Securities of all or any series, setting
forth the time and place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be mailed by the Trustee to Holders
of Debt Securities of each series that may be affected by the action proposed
to be taken at such meeting at their addresses as they shall appear on the Debt
Security Register. Such notice shall be mailed not less than 20 nor more than
90 days prior to the date fixed for the meeting.


 


SECTION 10.03.           Call of Meetings by Company or Holders. 
In case at any time the Company, pursuant to a resolution by the Board
of Directors, or the Holders of at least 10% in aggregate principal amount of
the Debt Securities then Outstanding of each series that may be affected by the
action proposed to be taken shall have requested the Trustee to call a meeting
of such Holders, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have
mailed the notice of such meeting within 20 days after receipt of such request,
then the Company or such Holders may determine the time and 


 


47

















 


place for such meeting and may call such meeting to
take any action authorized in Section 10.01, by mailing notice thereof as
provided in Section 10.02.


 


SECTION 10.04.           Qualifications for Voting. 
To be entitled to vote at any meeting of Holders of Debt Securities a
person shall (a) be a Holder of one or more Debt Securities of a series
affected by the action proposed to be taken or (b) be a Person appointed
by an instrument in writing as proxy by a Holder of one or more such Debt
Securities. The rights of Holders of Debt Securities to have their votes
counted shall be subject to the provision in the definition of “Outstanding” in
Section 1.01. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Debt Securities shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.


 


SECTION 10.05.           Regulations. 
Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders of Debt Securities, in regard to proof of the holding of Debt
Securities and of the appointment of proxies, and in regard to the appointment
and duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall think fit. Except as
otherwise permitted or required by any such regulation, the holding of Debt
Securities shall be proved in the manner specified in Section 9.02 and the
appointment of any proxy shall be proved in the manner specified in said Section 9.02
or by having the signature of the Person executing the proxy witnessed or
guaranteed by any bank, broker or trust company.


 


The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Debt Securities as provided in Section 10.03, in
which case the Company or the Holders of Debt Securities calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a secretary of the meeting shall be elected by vote of
the Holders of a majority in aggregate principal amount of the Debt Securities
represented at the meeting and entitled to vote.


 


Subject to the provisions of Section 9.04, at any meeting each Holder
of a Debt Security of a series entitled to vote at such meeting or proxy shall
be entitled to one vote for each $1,000 principal amount of Debt Securities of
such series held or represented by such Holder; provided,
however, that no vote shall be cast or
counted at any meeting in respect of any Debt Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding. The
chairman of the meeting shall have no right to vote except as a Holder of Debt
Securities of such series or proxy therefor. Any meeting of Holders of Debt
Securities duly called pursuant to the provisions of Section 10.02 or
10.03 may be adjourned from time to time and the meeting may be held as so
adjourned without further notice.


 


At any meeting of Holders of Debt Securities, the presence of Persons
holding or representing Debt Securities in an aggregate principal amount
sufficient to take action upon the business for the transaction of which such
meeting was called shall be necessary to constitute a quorum; but, if less than
quorum be present, the Persons holding or representing a majority of the 


 


48

















 


Debt Securities represented at the meeting may adjourn
such meeting with the same effect, for all intents and purposes, as though a
quorum had been present.


 


SECTION 10.06.           Voting.  The vote upon
any resolution submitted to any meeting of Holders of Debt Securities shall be
by written ballots on which shall be subscribed the signatures of the Holders
of Debt Securities entitled to vote at such meeting or of their representatives
by proxy, and the letter or letters, serial number or numbers or other
distinguishing marks of the Debt Securities held or represented by each such
Holder. The permanent chairman of the meeting shall appoint two inspectors of
votes who shall count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of the meeting their
verified written reports in duplicate of all votes cast at the meeting. A
record in duplicate of the proceedings of each meeting of Holders of Debt
Securities shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was mailed as provided in Section 10.02. The
record shall be signed and verified by the affidavits of the permanent chairman
and secretary of the meeting and one of the duplicates shall be delivered to
the Company and the other to the Trustee to be preserved by the Trustee, the
latter to have attached thereto the ballots voted at the meeting.


 


Any record so signed and verified shall be conclusive evidence of the
matters therein stated.


 


SECTION 10.07.           No Delay of Rights by Meeting. 
Nothing in this Article Ten contained shall be deemed or construed
to authorize or permit, by reason of any call of a meeting of Holders of Debt
Securities of any or all series or any rights expressly or impliedly conferred
hereunder to make such call, any hindrance or delay in the exercise of any
right or rights conferred upon or reserved to the Trustee or to the Holders of
Debt Securities under any of the provisions of this Indenture or of the Debt
Securities.


 


ARTICLE
11.

SUPPLEMENTAL INDENTURES.


 


SECTION 11.01.           Supplemental Indentures without Consent of Holders. 
The Company, when authorized by a Board Resolution, 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 of 1939 as in force at the date of the execution thereof) for one
or more of the following purposes:


 


(a)                                  to evidence the succession of another
Person to the Company, or successive successions, and the assumption by the
successor Person of the covenants, agreements and obligations of the Company
pursuant to Articles Five and Twelve hereof;


 


(b)                                 to add to the covenants of the Company
such further covenants, restrictions, conditions or provisions as the Board of
Directors shall consider to be for the protection of the Holders of Debt
Securities of any or all series, and to make the occurrence, or the occurrence
and continuance, of a default in any of such additional covenants,
restrictions, conditions or 


 


49

















 


provisions
a default or an Event of Default with respect to such series permitting the
enforcement of all or any of the several remedies provided in this Indenture as
herein set forth; provided, however,
that in respect of any such additional covenant, restriction or condition, such
supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such default
or may limit the remedies available to the Trustee upon such default;


 


(c)                                  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 changes hereto that are
required by law;


 


(d)                                 to convey, transfer, assign, mortgage or
pledge any property to or with the Trustee;


 


(e)                                  to make such other provisions in regard
to matters or questions arising under this Indenture as shall not adversely
affect the interests of the Holders of the Debt Securities;


 


(f)                                    to evidence and provide for the
acceptance of appointment by another Person as a successor Trustee hereunder
with respect to one or more series of Debt Securities 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 Section 8.11;


 


(g)                                 to modify, amend or supplement this
Indenture in such a manner as to permit the qualification of any indenture
supplemental hereto under the Trust Indenture Act of 1939 as then in effect,
except that nothing herein contained shall permit or authorize the inclusion in
any indenture supplemental hereto of the provisions referred to in Section 316(a)(2) of
the Trust Indenture Act of 1939;


 


(h)                                 to provide for the issuance under this
Indenture of Debt Securities in coupon form (including Debt Securities
registrable as to principal only) and to provide for exchangeability of such
Debt Securities with Debt Securities of the same series issued hereunder in
fully registered form and to make all appropriate changes for such purpose;


 


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


 


(j)                                     to establish any additional form of Debt
Security, as permitted by Section 2.02, and to provide for the issuance of
any additional series of Debt Securities, as permitted by Section 3.01,
and to set forth the terms thereof.


 


The Trustee is hereby required to join with the Company 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 


 


50

















 


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 11.01
may be executed by the Company and the Trustee without the consent of the
Holders of any of the Debt Securities at the time Outstanding, notwithstanding
any of the provisions of Section 11.02.


 


SECTION 11.02.           Supplemental Indentures with Consent of Holders. 
With the consent (evidenced as provided in Section 9.01) of the
Holders of greater than 50% in aggregate principal amount of the Outstanding
Debt Securities of each series affected by such supplemental indenture (all
such Holders voting as a single class), by act of said Holders delivered to the
Company and the Trustee, the Company, when authorized by a Board Resolution,
and the Trustee may from time to time and at any time enter into an indenture
or indentures supplemental hereto for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this
Indenture or of any supplemental indenture or of modifying in any manner the
rights of the Holders of the Debt Securities of each series under this
Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holders
all of the Outstanding Debt Securities of each series affected, (a) extend
the fixed maturity of any Debt Security of such series, or reduce the rate or
extend the time of payment of interest thereon, or reduce the principal amount
thereof or any premium thereon, or make the principal thereof or interest or
premium thereon payable in any coin or currency other than that provided in the
Debt Securities of such series or (b) reduce the aforesaid percentage of
Debt Securities of a series, the Holders of which are required to consent (1) to
any such supplemental indenture, (2) to rescind and annul a declaration
that any Debt Securities of such series are due and payable as a result of the
occurrence of an Event of Default, (3) to waive any past default under the
Indenture and its consequences or (4) to waive compliance with Sections
5.02, 5.04 (other than 5.04(a)(1) and (2)) or 5.05, or with any additional
covenant, agreement or condition contained in a Board Resolution or Officers’
Certificate establishing such series of Debt Securities, any indenture
supplemental hereto applicable to such series or any Debt Security of such
series.


 


Upon the Trustee’s receipt of a Company Request, accompanied by a copy
of a Board Resolution certified by its Secretary or Assistant Secretary
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Holders of Debt
Securities as aforesaid, the Trustee shall join with the Company 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 Holders of Debt
Securities under this Section 11.02 to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.


 


SECTION 11.03.           Effect of Supplemental Indentures. 
Upon the execution of any supplemental indenture pursuant to the
provisions of this Article Eleven, this Indenture shall be and be deemed
to be modified and amended in accordance therewith and the respective rights,
limitation of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the Holders of Debt Securities shall thereafter
be determined, exercised and 


 


51

















 


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 11.04.           Notation on Debt Securities. 
Debt Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article Eleven
may bear a notation in form approved by the Trustee as to any matter provided
for in such supplemental indenture. If the Company or the Trustee shall so
determine, new Debt 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 supplemental indenture may be prepared and
executed by the Company, authenticated by the Trustee and delivered in exchange
for the Outstanding Debt Securities of such series.


 


SECTION 11.05.           Evidence of Compliance of Supplemental Indenture to
be Furnished Trustee.  The Trustee, subject to the provisions of
Sections 8.01 and 8.02, shall receive, and shall be fully protected in relying
upon, an Officers’ Certificate and an Opinion of Counsel as conclusive evidence
that any supplemental indenture executed pursuant hereto complies with the
requirements of this Article Eleven and is authorized and permitted by
this Indenture.


 


ARTICLE
12.

CONSOLIDATION, MERGER, SALE AND CONVEYANCE.


 


SECTION 12.01.           Company May Consolidate, etc., on Certain
Terms.  Nothing contained in this Indenture or in any
of the Debt Securities shall prevent any consolidation or merger of the Company
with or into any other Person (whether or not affiliated with the Company), or
successive consolidations or mergers in which the Company or its successor or
successors shall be a party or parties, or shall prevent any sale, conveyance
or lease of all or substantially all of the property of the Company to any
other Person (whether or not affiliated with the Company) authorized to acquire
and operate the same; provided, however, and the Company hereby covenants and
agrees, that any such consolidation, merger, sale, conveyance or lease shall be
upon the condition that (a) immediately after such consolidation, merger,
sale, conveyance or lease the Person (whether the Company or such other Person)
formed by or surviving any such consolidation or merger, or to which such sale,
conveyance or lease shall have been made, shall not be in default in the
performance or observance of any of the terms, covenants and conditions of this
Indenture to be kept or performed by the Company; (b) the Person (if other
than the Company) formed by or surviving any such consolidation or merger or to
which such sale, conveyance or lease shall have been made, shall be a Person
organized under the laws of the United States of America or any state thereof;
and (c) the due and punctual payment of the principal of and premium, if
any, and interest on all of the Debt Securities, according to their tenor, and
the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed or observed by the Company, shall
be expressly assumed, by supplemental indenture satisfactory in form to the
Trustee, executed and delivered to the Trustee by the Corporation (if other
than the Company) formed by such consolidation, or into which the Company shall
have been merged, or by the Person which shall have acquired or leased such
property.


 


52














 


SECTION 12.02.           Successor Entity to be Substituted. 
In case of any such consolidation, merger, sale, conveyance or lease and
upon the assumption by the successor Person, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the due and punctual payment of the principal of and premium, if any, and
interest on all of the Debt Securities and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to performed
or observed by the Company, such successor Person shall succeed to and be
substituted for the Company, with the same effect as if it had been named
herein as the party of the first part, and (except in the event of a conveyance
by way of lease) the predecessor Person shall be relieved of any further
obligation under this Indenture and the Debt Securities.


 


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


 


SECTION 12.03.           Opinion of Counsel to Be Given Trustee. 
The Trustee, subject to Sections 8.01 and 8.02, shall 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 Twelve
and that all conditions precedent herein provided relating to such transactions
have been complied with.


 


ARTICLE
13.

SATISFACTION AND DISCHARGE OF INDENTURE.


 


SECTION 13.01.           Satisfaction, Discharge and Defeasance of Debt
Securities of any Series.  The Company shall be deemed to
have paid and discharged the entire indebtedness on all the Debt Securities of
a series, the provisions of this Indenture (except as to (x) the rights of
Holders of Debt Securities of such series to receive, from the money, in the
currency required, and Government Obligations deposited with the Trustee
pursuant to Section 13.02(a) or the interest and principal received
by the Trustee in respect of such Government Obligations, payment of the
principal of (and premium, if any) and any installment of principal of (and
premium, if any) or interest on such Debt Securities on the Stated Maturities
thereof or upon the Redemption Dates for Debt Securities required to be
redeemed pursuant to any mandatory sinking fund or analogous provisions
relating to Debt Securities of that series or pursuant to any call for
redemption relating to Debt Securities of that series, (y) the Company’s
rights and obligations with respect to such Debt Securities under Sections
3.06, 3.07, 13.03 and 13.04, 5.02, 5.04, 6.01, 8.06, 8.10, 8.11 and, to the
extent applicable to such series, Article Four, so long as the principal
of (and premium, if any) and interest on the Debt Securities of such series
remain unpaid and, thereafter, only the Company’s rights and obligations under
Sections 5.04, 8.06, 13.03 and 13.04, and (z) the rights, powers, trusts,
duties and immunities of the Trustee with respect to the Debt Securities of
such series) as it relates to such Debt Securities shall no longer be in
effect, and the Trustee, at the expense of the Company, shall, upon Company
Request, execute proper instruments acknowledging the same if:


 


(a)                                  (1)  all Debt Securities of such series
therefore authenticated and delivered (other than (A) Debt Securities
which have been destroyed, lost or stolen and which have been replaced or paid
as provided in Section 3.07 and (B) Debt Securities for whose payment
money has 


 


53

















 


theretofore
been deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as provided in
Sections 13.03 and 13.04) have been delivered to the Trustee for cancellation;


 


(2)                                  the Company has paid or caused to be paid
in the currency required all other sums payable under this Indenture in respect
of the Debt Securities of such series; and


 


(3)                                  the Company has delivered to the Trustee
an Officers’ Certificate, an Opinion of Counsel and a written opinion of
independent public accountants, each stating that all conditions precedent
herein provided for relating to the satisfaction of the entire indebtedness of
all Debt Securities of any such series and the discharge of the Indenture as it
relates to such Debt Securities have been complied with; or


 


(b)                                 (1)  all Debt Securities of such
series not theretofore delivered to the Trustee for cancellation (A) have
become due and payable, or (B) will become due and payable at their Stated
Maturity within one year, or (C) are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense of the
Company;


 


(2)                                  the condition described in paragraph (a) of
Section 13.02 has been satisfied; and


 


(3)                                  the conditions described in paragraphs
(a)(2) and (a)(3) of this Section 13.01 have been satisfied; or


 


(c)                                  (1) the conditions referred to in
paragraphs (b)(2) and (b)(3) of this Section 13.01 have been
satisfied;


 


(2)                                  no Event of Default or event which with
notice or lapse of time would become an Event of Default shall have occurred
and be continuing on the date of the deposit referred to in paragraph (a) of
Section 13.02 or on the ninety-first day after the date of such deposit; provided, however, that
should that condition fail to be satisfied on or before such ninety-first day,
the Trustee shall promptly, upon satisfactory receipt of evidence of such
failure, return such deposit to the Company;


 


(3)                                  the Company has either (A) delivered
to the Trustee an opinion of counsel of a nationally-recognized independent tax
counsel to the effect that Holders of the Debt Securities of such series will
not recognize income, gain or loss for Federal income tax purposes as a result
of such deposit and the satisfaction, discharge and defeasance contemplated by
this paragraph (c) of this Section 13.01 and will be subject to
Federal income tax on the same amounts and in the same manner and at the same
times as would have been the case if such deposit and defeasance had not
occurred or (B) the Company shall have received from, or there shall have
been published by, the United States Internal Revenue Service a ruling to the
effect stated in subsection (A) of this Section 13.01(c)(3); and


 


(4)                                  the Company has received an Opinion of
Counsel to the effect that the satisfaction, discharge and defeasance
contemplated by this Section 13.01 will not result in the delisting of the
Debt Securities of that series from any nationally-recognized securities
exchange on which they are listed.


 


54

















 


SECTION 13.02.           Defeasance of Debt Securities of any Series. 
The provisions of this Indenture (except as to (x) the rights of
Holders of Debt Securities of any series to receive, from the money, in the
currency required, and Government Obligations deposited with the Trustee
pursuant to paragraph (a) below or the interest and principal received by
the Trustee in respect of such Government Obligations, payment of the principal
of (and premium, if any) and any installment of principal of (and premium, if
any) or interest on such Debt Securities on the Stated Maturities thereof or
upon the Redemption Dates for Debt Securities required to be redeemed pursuant
to any mandatory sinking or analogous provisions relating to Debt Securities of
that series or pursuant to any call for redemption relating to Debt Securities
of that series, (y) the Company’s rights and obligations with respect to
such Debt Securities under Sections 3.06, 3.07, 13.03, 13.04, Article Seven
(other than subsection (d) of Section 7.01), Sections 5.01, 5.02,
5.04, 6.01, 8.06, 8.10, 8.11 and, to the extent applicable to such series, Article Four,
so long as the principal of (and premium, if any) and interest on the Debt
Securities of such series remain unpaid and, thereafter, only the Company’s
rights and obligations under Sections 5.04, 8.06, 13.03 and 13.04, and (z) the
rights, powers, trusts, duties and immunities of the Trustee with respect to
the Debt Securities of such series) as it relates to Debt Securities of any
series shall no longer be in effect, and the Trustee, at the expense of the
Company shall, upon Company Request, execute proper instruments acknowledging
the same if:


 


(a)                                  the Company has deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose (1) the
Dollars of Foreign Currency, as applicable, in an amount, or (2) Government
Obligations which through the payment of interest and principal in respect
thereof in accordance with their terms will provide on or before the due date
of any payment in respect of such series of Debt Securities in an amount, or (3) a
combination thereof, sufficient, after payment of all Federal, state and local
taxes in respect thereof payable by the Trustee, in the opinion of a
nationally-recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge (A) the
principal of (and premium, if any) and each installment of principal (and
premium, if any) and interest on the Outstanding Debt Securities of that series
on the Stated Maturity of such principal or installment of principal or
interest and (B) any mandatory sinking fund payments or analogous payments
or payments pursuant to any call for redemption applicable to Debt Securities
of such series on the day on which such payments are due and payable in
accordance with the terms of the Indenture and such Debt Securities;


 


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


 


(c)                                  the interest of the Holders in such
deposit shall have been duly perfected under the applicable provisions of the
Uniform Commercial Code; and


 


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


 


SECTION 13.03.           Application of Trust Funds; Indemnification.  (a) 
Subject to the provisions of Section 13.04, all money and Government
Obligations deposited with the Trustee pursuant to Section 13.01 or 13.02
and all money received by the Trustee in respect of 


 


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Government Obligations deposited with the Trustee,
shall be held in trust and applied by it, in accordance with the provisions of
the Debt Securities and this Indenture, to the payment, either directly or
through any paying agent (including the Company acting as its own paying agent)
as the Trustee may determine, to the Persons entitled thereto, of the principal
(and premium, if any) and interest for whose payment such money and Government
Obligations have been deposited with or received by the Trustee as contemplated
by Section 13.01 or 13.02.


 


(b)                                 The Company shall pay and shall indemnify
the Trustee against any tax, fee or other charge imposed on or assessed against
Government Obligations deposited pursuant to Section 13.01 or 13.02 or the
interest and principal received in respect of such obligations, other than any
such tax, fee or other charge payable by or on behalf of Holders. The Company
shall be entitled to prompt notice of an assessment or the commencement of any
proceeding for which indemnification may be sought hereunder and, at its
election, to contest such assessment or to participate in, assume the defense
of, or settle such proceeding.


 


(c)                                  The Trustee shall deliver or pay to the
Company from time to time upon Company Request any Government Obligations or
money held by it as provided in Section 13.01 or 13.02 which, in the
opinion of a nationally-recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are then
in excess of the amount thereof which then would have been required to be
deposited for the purpose for which such obligations or money were deposited or
received.


 


(d)                                 If the Trustee is unable to apply any
money or Government Obligations in accordance with this Section 13.03 by
reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s obligations under this Indenture and the Debt
Securities, if any, of such series shall be revived and reinstated as though no
deposit had occurred pursuant to Section 13.01 or Section 13.02, as
the case may be, until such time as the Trustee is permitted to apply all such
money or Government Obligations in accordance with this Section 13.03;
provided, however, that if the Company has made any payment of interest on or
principal of (and premium, if any) on any Debt Securities, if any, of such
series because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such series of Debt Securities, if
any, to receive such payment from the money or Government Obligations held by
the Trustee.


 


SECTION 13.04.           Return of Unclaimed Moneys. 
Any moneys deposited with or paid to the Trustee or any paying agent for
payment of the principal of and premium, if any, or interest on Debt Securities
and not applied but remaining unclaimed by the Holders of Debt Securities for
two years after the date upon which the principal of and premium, if any, or
interest on such Debt Securities, as the case may be, shall have become due and
payable, shall be repaid to the Company by the Trustee or such paying agent on
demand; and the Holder of any of the Debt Securities entitled to receive such
payment shall thereafter look only to the Company for any payment thereof.


 


SECTION 13.05.           Reinstatement.  If the
Trustee is unable to apply any money or Government Obligations
in accordance with Sections 13.01 or 13.02 by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority 


 


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enjoining, restraining or
otherwise prohibiting such application, the Company’s obligations under this
Indenture and the Debt Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Sections 13.01 or 13.02 until such time as the
Trustee is permitted to apply all such money or Government Obligations in
accordance with Sections 13.01 or 13.02; provided that, if the Company has made
any payment of principal of or interest on the Debt Securities because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Debt Securities to receive such payment from the money
or Government Obligations held by the Trustee.


 


ARTICLE
14.

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

OFFICERS AND DIRECTORS.


 


SECTION 14.01.           Indenture and Debt Securities Solely Obligations of
the Company.  No recourse under or upon any obligation,
covenant or agreement of this Indenture, any supplemental indenture, or of any
Debt Security, or for any claim based thereon or otherwise in respect thereof,
shall be had against any incorporator, organizer, stockholder, member, owner,
officer, director, manager or employee, as such, past, present or future, of
the Company or any Subsidiary or of any predecessor or successor Person, either
directly or through the Company, whether by virtue of any constitution, statute
or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this Indenture and the
obligations issued hereunder are solely obligations of the Company, and that no
such personal liability whatever shall attach to, or is or shall be incurred
by, any incorporator, organizer, stockholder, member, owner, officer, director,
manager or employee, as such, of the Company or of any predecessor or successor
Person, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture, or in any of the Debt Securities or implied thereby;
and that any and all such personal liability, either at common law or in equity
or by constitution or statute of, and any and all such rights and claims
against, every such incorporator, organizer, stockholder, member, owner,
officer, director, manager or employee, as such, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Debt
Securities or implied thereby, are hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issue of such Debt Securities.


 


ARTICLE
15.

MISCELLANEOUS PROVISIONS.


 


SECTION 15.01.           Provisions Binding on Successors of the Company. 
All of the covenants, stipulations, promises and agreements in this
Indenture contained by the Company shall bind its successors and assigns
whether so expressed or not.


 


SECTION 15.02.           Indenture for Sole Benefit of Parties and Holders
of Debt Securities.  Nothing in this Indenture or in the Debt
Securities, expressed or implied, shall give or be construed to give to any
Person, firm or corporation, other than the parties hereto, any agent of the
Trustee or the Company under this Indenture and the Holders of the Debt Securities,



 


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any legal or equitable right, remedy or claim under or
in respect of this Indenture, or under any covenant, condition or provision
herein contained; all such covenants, conditions and provisions being, subject
to the provisions of Articles Twelve and Fourteen, for the sole benefit of the
parties hereto, any agent of the Trustee or the Company under this Indenture
and the Holders of the Debt Securities.


 


SECTION 15.03.           Addresses for Notices, etc.  Any
notice or demand which by any provision of this Indenture is required or
permitted to be given or served by the Trustee or by the Holders of Debt
Securities on the Company may be given or served by being deposited, registered
or certified mail postage prepaid, in a post office letter box in the United
States addressed (until another address is filed by the Company with the
Trustee) to the Company, Oshkosh Corporation, 2307 Oregon Street, Post Office
Box 2566, Oshkosh, Wisconsin 54903, Telecopier No.:                               ,
Attention: Treasurer, with a copy to Oshkosh Corporation, 2307 Oregon Street,
Post Office Box 2566, Oshkosh, Wisconsin 54903, Telecopier No.:
                              ,
Attention: General Counsel. Any notice, direction, request or demand by any
Holder of a Debt Security or the Company to or upon the Trustee shall be deemed
to have been sufficiently given or made, for all purposes, if given or made in
writing at the Corporate Trust Office of the Trustee, addressed to the attention
of its Corporate Trust Department. Any notice, report or other instrument
required by any of the provisions of this Indenture to be given by the Trustee
to the Holders of Debt Securities of any or all series shall be deemed to have
been sufficiently given, for all purposes, when mailed by first class mail.


 


SECTION 15.04.           New York Contract.  This
Indenture and the Debt Securities shall for all purposes be construed in
accordance with and governed by the laws of the State of New York.


 


SECTION 15.05.           Evidence of Compliance with Conditions Precedent. 
Upon any Company request to the Trustee to take any action under any of
the provisions of this Indenture, the Company shall furnish to the Trustee an
Officers’ Certificate stating that all conditions precedent, if any (including
any covenant, compliance with which constitutes a condition 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 document 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 or she has made such examination or investigation as
is necessary to enable such Person 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.


 


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SECTION 15.06.           Legal Holidays.  In any case
where the date of maturity of interest on or principal of or premium, if any,
on any series of Debt Securities or the date fixed for redemption of any Debt
Security or Debt Securities will be a legal holiday or a day on which banking
institutions are legally authorized or obligated to close in New York or any
other location where a paying agent appointed pursuant to Section 5.02 is
located, then payment of such interest on or principal of and premium, if any,
on such Debt Securities need not be made by such paying agent on such date but
may be made by such paying agent on the next succeeding business day that is
not a day in such location that is either a legal holiday or a day on which
banking institutions are legally authorized or obligated to close, with the
same force and effect as if made on such date of maturity or the date fixed for
redemption and no interest shall accrue for the period from and after such
prior date.


 


SECTION 15.07.           Trust Indenture Act of 1939 to Control. 
If any provision hereof limits, qualifies or conflicts with the duties
imposed by any of Sections 310 through 317 of the Trust Indenture Act of 1939,
by the operation of Section 318(c) thereof, such imposed duties shall
control, except as, and to the extent, expressly excluded from this Indenture,
as permitted by the Trust Indenture Act of 1939. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act of 1939
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.


 


SECTION 15.08.           Table of Contents, Headings, etc. 
The table of contents and the titles and headings of the articles and
sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.


 


SECTION 15.09.           Determination of Principal Amount. 
In determining whether the Holders of the requisite principal amount of
Outstanding Debt Securities of any series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose, (a) the
principal amount of an Original Issue Discount Debt 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 7.01,
(b) the principal amount of any Debt Securities denominated in a Foreign
Currency that shall be deemed to be Outstanding for such purposes shall be
determined by converting the Foreign Currency into Dollars at the Market
Exchange Rate as of the date of such determination and (c) the principal
amount of any Indexed Debt Security that shall be deemed to be Outstanding for
such purposes shall be the amount of the principal face amount of such Indexed
Debt Security at original issuance, unless otherwise provided in or pursuant to
this Indenture.


 


SECTION 15.10.           Execution in Counterparts. 
This Indenture may be executed in any number of counterparts, each of
which shall be an original and such counterparts shall together constitute but
one and the same instrument.                                                                                                                                                       hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.


 


[Signature Page Follows]


 


59

















 


IN WITNESS WHEREOF,
OSHKOSH CORPORATION has caused this Indenture to be executed by its
                                ,
and
                                        
has caused this Indenture to be executed by one of its Officers, as of the day
and year first written above.


 


	
   

  	
  OSHKOSH CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Title

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  , as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Title

  	
   

  
				



 


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