Exhibit 4.7


 


OSHKOSH CORPORATION


 


to


 


                                                      ,


 


Trustee


 


INDENTURE


Dated as of                            


 


Subordinated 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

  	
  18

  
	
  SECTION 3.08.

  	
  Payment of Interest; Interest Rights Preserved

  	
  19

  
	
  SECTION 3.09.

  	
  Persons Deemed Owners

  	
  20

  
	
  SECTION 3.10.

  	
  Cancellation of Debt Securities Paid, etc.

  	
  20

  
	
  SECTION 3.11.

  	
  Currency and Manner of Payments

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4. REDEMPTION OF DEBT SECURITIES; SINKING
  FUNDS

  	
  22

  
	
  SECTION 4.01.

  	
  Applicability of Article

  	
  22

  
	
  SECTION 4.02.

  	
  Notice of Redemption; Selection of Debt Securities

  	
  22

  
	
  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

  	
  24

  
	
  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.

  	
  26

  
	
  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

  	
  28

  
	
  SECTION 6.01.

  	
  Holders’ Lists

  	
  28

  
	
  SECTION 6.02.

  	
  Preservation and Disclosure of Lists

  	
  28

  
	
  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

  	
  29

  
	
  SECTION 7.01.

  	
  Events of Default

  	
  29

  
	
  SECTION 7.02.

  	
  Payment of Debt Securities Upon Default; Suit
  Therefor

  	
  31

  
	
  SECTION 7.03.

  	
  Application of Moneys Collected by Trustee

  	
  33

  
	
  SECTION 7.04.

  	
  Proceedings by Holders

  	
  34

  
	
  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

  	
  35

  
	
  SECTION 7.08.

  	
  Notice of Defaults

  	
  35

  
	
  SECTION 7.09.

  	
  Undertaking to Pay Costs

  	
  36

  
	
  SECTION 7.10.

  	
  Unconditional Right of Holders to Receive Principal,
  Premium and Interest

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8. CONCERNING THE TRUSTEE

  	
  36

  
	
  SECTION 8.01.

  	
  Duties and Responsibilities of Trustee

  	
  36

  
	
  SECTION 8.02.

  	
  Reliance on Documents, Opinions, etc.

  	
  37

  
	
  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

  	
  39

  
	
  SECTION 8.06.

  	
  Compensation and Expenses of Trustee

  	
  39

  
	
  SECTION 8.07.

  	
  Officers’ Certificate as Evidence

  	
  39

  
	
  SECTION 8.08.

  	
  Conflicting Interest of Trustee

  	
  40

  
	
  SECTION 8.09.

  	
  Eligibility of Trustee

  	
  40

  
	
  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

  	
  43

  
	
  SECTION 8.14.

  	
  Authenticating Agents

  	
  43

  
	
  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

  	
  46

  
	
  SECTION 9.01.

  	
  Action by Holders

  	
  46

  
	
  SECTION 9.02.

  	
  Proof of Execution by Holders

  	
  46

  
	
  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

  	
  47

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10. HOLDERS’ MEETINGS

  	
  47

  
	
  SECTION 10.01.

  	
  Purposes of Meetings

  	
  47

  
	
  SECTION 10.02.

  	
  Call of Meetings by Trustee

  	
  48

  
	
  SECTION 10.03.

  	
  Call of Meetings by Company or Holders

  	
  48

  
	
  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

  	
  50

  
	
  SECTION 11.01.

  	
  Supplemental Indentures without Consent of Holders

  	
  50

  
	
  SECTION 11.02.

  	
  Supplemental Indentures with Consent of Holders

  	
  51

  
	
  SECTION 11.03.

  	
  Effect of Supplemental Indentures

  	
  52

  
	
  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

  	
  53

  
	
  SECTION 12.01.

  	
  Company May Consolidate, etc., on Certain Terms

  	
  53

  
	
  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

  	
  54

  
	
  SECTION 13.01.

  	
  Satisfaction, Discharge and Defeasance of Debt
  Securities of any Series

  	
  54

  
	
  SECTION 13.02.

  	
  Defeasance of Debt Securities of any Series

  	
  55

  
	
  SECTION 13.03.

  	
  Application of Trust Funds; Indemnification

  	
  56

  
	
  SECTION 13.04.

  	
  Return of Unclaimed Moneys

  	
  57

  
	
  SECTION 13.05.

  	
  Reinstatement

  	
  57

  
	
   

  	
   

  	
   

  
	
  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

  	
  58

  
	
  SECTION 15.01.

  	
  Provisions Binding on Successors of the Company

  	
  58

  
	
  SECTION 15.02.

  	
  Indenture for Sole Benefit of Parties and Holders of
  Debt Securities

  	
  58

  
	
  SECTION 15.03.

  	
  Addresses for Notices, etc.

  	
  58

  
	
  SECTION 15.04.

  	
  New York Contract

  	
  59

  
	
  SECTION 15.05.

  	
  Evidence of Compliance with Conditions Precedent

  	
  59

  
	
  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.

  	
  60

  
	
  SECTION 15.09.

  	
  Determination of Principal Amount

  	
  60

  
	
  SECTION 15.10.

  	
  Execution in Counterparts

  	
  60

  
	
   

  	
   

  	
   

  
	
  ARTICLE 16. SUBORDINATION OF DEBT SECURITIES

  	
  60

  
	
  SECTION 16.01.

  	
  Debt Securities Subordinated to Senior Indebtedness

  	
  60

  
	
  SECTION 16.02.

  	
  Subrogation

  	
  62

  
	
  SECTION 16.03.

  	
  Obligation of the Company Unconditional

  	
  62

  
	
  SECTION 16.04.

  	
  Payments on Debt Securities Permitted

  	
  62

  
	
  SECTION 16.05.

  	
  Effectuation of Subordination by Trustee

  	
  62

  
	
  SECTION 16.06.

  	
  Trustee Has No Fiduciary Duty to Holders of Senior
  Indebtedness; Knowledge of Trustee

  	
  63

  
	
  SECTION 16.07.

  	
  Trustee May Hold Senior Indebtedness

  	
  63

  
	
  SECTION 16.08.

  	
  Rights of Holders of Senior Indebtedness Not
  Impaired

  	
  63

  
	
   

  	
   

  	
   

  
	
  Signatures

  	
   

  	
  64

  
	
  Acknowledgments

  	
   

  	
  64

  



 


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 subordinated 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.


 


Senior
Indebtedness:


 


The term “Senior
Indebtedness” means (i) the principal of and premium, if any, and unpaid
interest on indebtedness for money borrowed, (ii) purchase money and
similar obligations, (iii) obligations under capital leases, (iv) guarantees,
assumptions or purchase commitments relating to, or other transactions as a
result of which the Company is responsible for the payment of, such
indebtedness of others, (v) renewals, extensions and refunding of any such
indebtedness, (vi) interest or obligations in respect of any such
indebtedness accruing after the commencement of any insolvency or bankruptcy
proceedings; and (vii) obligations associated with derivative products
such as interest rate and currency exchange contracts, foreign exchange
contracts, commodity contracts, and similar arrangements, unless, in each case,
the instrument by which the Company incurred, assumed or guaranteed the
indebtedness or obligations described in clauses (i) through (vii) hereof
expressly provides that such indebtedness or obligation is not senior in right
of payment to the Debt Securities.


 


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.


 


8

















 


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 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:


 


9

















 


(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
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


 


10

















 


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 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


 


11

















 


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.


 


(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);


 


12

















 


(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;


 


(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;


 


13

















 


(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).


 


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


 


14

















 


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.


 


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


 


15

















 


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 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


 


16

















 


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 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


 


17

















 


(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 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


 


18

















 


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 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.


 


19














 


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 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.


 


20

















 


(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.


 


(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.


 


(h)           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.


 


21

















 


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 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


 


22

















 


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.


 


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


 


23

















 


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.


 


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.


 


24

















 


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 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


 


25

















 


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 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.


 


26

















 


(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.


 


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.


 


27

















 


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.


 


(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


 


28

















 


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:


 


(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


 


29

















 


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 (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


 


30

















 


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 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.


 


31














 


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 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


 


32

















 


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:


 


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:                                            To the payment of the amounts then due
and unpaid to the holders of Senior Indebtedness, to the extent required by Article Sixteen;


 


THIRD:                                                       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;


 


FOURTH:                                           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


 


33

















 


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;


 


FIFTH:                                                          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 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


 


34

















 


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 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,


 


35

















 


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.


 


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;


 


36

















 


(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, 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;


 


37

















 


(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 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.


 


38

















 


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 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


 


39














 


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.


 


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


 


40

















 


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
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


 


41

















 


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 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


 


42

















 


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 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


 


43

















 


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.


 


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


 


44

















 


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-

  	
   

  
	
   

  	
   

  
	
  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


 


45

















 


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.


 


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


 


46

















 


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 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;


 


47

















 


(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 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.


 


48

















 


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 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


 


49

















 


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 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;


 


50














 


(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 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


 


51

















 


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 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.


 


52

















 


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.


 


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.


 


53

















 


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 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


 


54

















 


(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.


 


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:


 


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(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 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


 


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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
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,


 


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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, 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


 


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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.


 


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


 


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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.


 


ARTICLE
16.


SUBORDINATION
OF DEBT SECURITIES.


 


SECTION 16.01.           Debt Securities Subordinated to
Senior Indebtedness.  The Company covenants and agrees, and each
Holder of Debt Securities, by such Holder’s acceptance thereof, likewise
covenants and agrees, that the indebtedness represented by the Debt Securities
and the payment of any and all amounts payable in respect of each and all of
the Debt Securities is hereby expressly subordinated, to the extent and in the
manner hereinafter set forth, in right of payment to the prior payment in full
of Senior Indebtedness, whether outstanding on the date of this Indenture or
thereafter incurred, assumed or guaranteed.


 


In the event (x) of
any distribution of assets of the Company upon any dissolution, winding up,
liquidation or reorganization of the Company whether in a bankruptcy,
insolvency, reorganization or receivership proceeding or upon an assignment for
the benefit of creditors or any other marshalling of the assets and liabilities
of the Company or otherwise, except a distribution in connection with a merger
or consolidation or a conveyance or transfer of all or substantially all of the
properties of the Company which complies with the requirements of Article Twelve,
(y) that a default shall have occurred and be continuing with respect to
the payment of any amount payable in respect of any Senior Indebtedness, or (z) that
the principal of


 


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the Debt Securities of any series shall have been declared due and
payable pursuant to Section 7.01 and such declaration shall not have been
rescinded and annulled as provided in Section 7.01, then:


 


(a)                                  in a circumstance described in the
foregoing clause (x) or (y) the holders of all Senior Indebtedness,
and in the circumstance described in the foregoing clause (z) the holders
of all Senior Indebtedness outstanding at the time the principal of such Debt
Securities (or in the case of Original Issue Discount Debt Securities, such
portion of the principal amount) shall have been so declared due and payable,
shall first be entitled to receive payment of the full amount due thereon, or
provision shall be made for such payment in money or money’s worth, before the
Holders of any of the Debt Securities are entitled to receive any payment in
respect of the indebtedness evidenced by the Debt Securities;


 


(b)                                 any payment by, or distribution of assets
of, the Company of any kind or character, whether in cash, property or
securities (other than securities of the Company as reorganized or readjusted
or securities of the Company or any other Person provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in this Article with respect to the Debt Securities,
to the payment of all Senior Indebtedness, provided that the rights of the
holders of the Senior Indebtedness are not altered by such reorganization or
readjustment), to which the Holders of any of the Debt Securities would be
entitled except for the provisions of this Article shall be paid or
delivered by the Person making such payment or distribution, whether a trustee
in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the
holders of such Senior Indebtedness or their representative or representatives
or to the trustee or trustees under any indenture under which any instrument
evidencing any of such Senior Indebtedness may have been issued, ratably
according to the aggregate amounts remaining unpaid on account of such Senior
Indebtedness held or represented by each, to the extent necessary to make
payment in full of all Senior Indebtedness remaining unpaid after giving effect
to any concurrent payment or distribution (or provision therefor) to the
holders of such Senior Indebtedness, before any payment or distribution is made
to the Holders of the indebtedness evidenced by the Debt Securities under this
Indenture; and


 


(c)                                  in the event that, notwithstanding the
foregoing, any payment by, or distribution of assets of, the Company of any
kind or character, whether in cash, property or securities (other than
securities of the Company as reorganized or readjusted or securities of the
Company or any other Person provided for by a plan of reorganization or
readjustment the payment of which is subordinate, at least to the extent
provided in this Article with respect to the Debt Securities, to the
payment of all Senior Indebtedness, provided that the rights of the holders of
Senior Indebtedness are not altered by such reorganization or readjustment),
shall be received by the Holders of any of the Debt Securities before all
Senior Indebtedness is paid in full, such payment or distribution shall be paid
over to the holders of such Senior Indebtedness or their representative or
representatives or to the trustee or trustees under any indenture under which
any instruments evidencing any of such Senior Indebtedness may have been
issued, ratably as aforesaid, for application to the payment of all Senior
Indebtedness remaining unpaid until all such Senior Indebtedness shall have
been paid in full, after giving effect to any concurrent payment or
distribution (or provision therefor) to the holders of such Senior
Indebtedness.


 


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SECTION 16.02.           Subrogation. 
Subject to the payment in full of all Senior Indebtedness to which the
indebtedness evidenced by the Debt Securities is in the circumstances subordinated
as provided in Section 16.01, the Holders of the Debt Securities shall be
subrogated to the rights of the holders of such Senior Indebtedness to receive
payments or distributions of cash, property or securities of the Company
applicable to such Senior Indebtedness until all amounts owing on the Debt
Securities shall be paid in full, and, as between the Company, its creditors
other than holders of such Senior Indebtedness, and the Holders of the Debt
Securities, no such payment or distribution made to the holders of such Senior
Indebtedness by virtue of this Article which otherwise would have been
made to the Holders of the Debt Securities shall be deemed to be a payment by
the Company on account of such Senior Indebtedness, it being understood that the
provisions of this Article are and are intended solely for the purpose of
defining the relative rights of the Holders of the Debt Securities, on the one
hand, and the holders of Senior Indebtedness.


 


SECTION 16.03.           Obligation of the Company
Unconditional.  Nothing contained in this Article or
elsewhere in this Indenture or in the Debt Securities is intended to or shall
impair, as between the Company, its creditors other than the holders of Senior
Indebtedness, and the Holders of the Debt Securities, the obligation of the
Company, which is absolute and unconditional, to pay to the Holders of the Debt
Securities the principal of and interest on and any additional amounts owing in
respect of the Debt Securities as and when the same shall become due and payable
in accordance with their terms, or is intended to or shall affect the relative
rights of the Holders of the Debt Securities and creditors of the Company other
than the holders of Senior Indebtedness nor shall anything herein or therein
prevent the Trustee or the Holder of any Debt Security from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article of the
holders of Senior Indebtedness in respect of cash, property or securities of
the Company received upon the exercise of any such remedy.


 


Upon any payment
or distribution of assets of the Company referred to in this Article, the
Trustee and the Holders of the Debt Securities shall be entitled to rely upon
any order or decree made by any court of competent jurisdiction in which any
such dissolution, winding up, liquidation or reorganization proceeding
affecting the affairs of the Company is pending or upon a certificate of the
trustee in bankruptcy, receiver, assignee for the benefit of creditors,
liquidating trustee or agent or other Person making any payment or
distribution, delivered to the Trustee or to the Holders of the Debt
Securities, for the purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of the Senior Indebtedness and
other indebtedness of the Company, the amount thereof or payable thereon, the
amount paid or distributed thereon and all other facts pertinent thereto or to
this Article.


 


SECTION 16.04.           Payments on Debt Securities
Permitted.  Nothing contained in this Article or
elsewhere in this Indenture, or in any of the Debt Securities, shall affect the
obligation of the Company to make, or prevent the Company from making, payment
of the principal of or interest on or any additional amounts owing in respect
of the Debt Securities in accordance with the provisions hereof and thereof,
except as otherwise provided in this Article.


 


SECTION 16.05.           Effectuation of Subordination by
Trustee.  Each Holder of Debt Securities, by such
Holder’s acceptance thereof, authorizes and directs the Trustee on such


 


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Holder’s behalf to take such action as may be necessary or appropriate
to effectuate the subordination provided in this Article and appoints the
Trustee such Holder’s attorney-in-fact for any and all such purposes.


 


SECTION 16.06.           Trustee Has No Fiduciary Duty to
Holders of Senior Indebtedness; Knowledge of Trustee. 
With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Indenture, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read into
this Indenture against the Trustee.  The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness, and shall not be liable to any such holders if it shall pay over
or deliver to the Holders or the Company or any other Person, money or assets
to which any holders of Senior Indebtedness shall be entitled by virtue of this
Article or otherwise. Notwithstanding the provisions of this Article or
any other provisions of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment of moneys to or by the Trustee in respect of the Debt Securities of any
series, or the taking of any other action by the Trustee, unless and until a
Responsible Officer of the Trustee shall have received at the Corporate Trust
Office of the Trustee written notice thereof from the Company, any Holder of
Debt Securities, any paying or conversion agent of the Company or the holder or
representative of any class of Senior Indebtedness; and before the receipt of
any such written notice, the Trustee shall be entitled in all respects to
assume that no such facts exist; provided that
if the Trustee shall not have received the notice provided for in this Section at
least three Business Days prior to the date upon which, by the terms hereof,
any money may become payable for any purpose (including the payment of the
principal of or interest on, or additional amounts owing in respect of, any
Debt Security) then, anything herein contained to the contrary notwithstanding,
the Trustee shall have all power and authority to receive such money and to
apply the same to the purpose for which such money was received and shall not
be affected by any notice to the contrary which may be received by it during or
after such three Business Day period.


 


SECTION 16.07.           Trustee May Hold Senior
Indebtedness.  The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article with respect to
any Senior Indebtedness at the time held by it, to the same extent as any other
holder of Senior Indebtedness, and nothing in Section 313 of the TIA or
elsewhere in this Indenture shall deprive the Trustee of any of its rights as
such holder.


 


Nothing in this Article shall
apply to the claims of, or payments to, the Trustee under or pursuant to
Sections 7.03 and 8.06.


 


SECTION 16.08.           Rights of Holders of Senior
Indebtedness Not Impaired.  No right of any present or
future holder of any Senior Indebtedness to enforce the subordination herein shall
at any time or in any way be prejudiced or impaired by any act or failure to
act on the part of the Company or by any noncompliance by the Company with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof any such holder may have or be otherwise charged with.


 


[Signature Page Follows]


 


63

















 


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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