Exhibit
4.1


 


ASSURED GUARANTY
US HOLDINGS INC.,


Issuer


 


and


 


ASSURED GUARANTY LTD.,


Guarantor


to


 


THE BANK OF NEW YORK,


Trustee


 


 












 


INDENTURE


 












 


 


Dated as of
                ,
2004


 

















 


Reconciliation and tie between


Trust Indenture Act of 1939 (the “Trust Indenture Act”)


and Indenture


 


 


	
  Trust Indenture

  Act Section

  	
   

  	
  Indenture
  Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  §§310(a)(1)

  	
   

  	
  6.7

  	
   

  
	
  (a)(2)

  	
   

  	
  6.7

  	
   

  
	
  (b)

  	
   

  	
  6.8

  	
   

  
	
  §§312(a)

  	
   

  	
  7.1

  	
   

  
	
  (b)

  	
   

  	
  7.2

  	
   

  
	
  (c)

  	
   

  	
  7.2

  	
   

  
	
  §§313(a)

  	
   

  	
  7.3

  	
   

  
	
  (b)(2)

  	
   

  	
  7.3

  	
   

  
	
  (c)

  	
   

  	
  7.3

  	
   

  
	
  (d)

  	
   

  	
  7.3

  	
   

  
	
  §§314(a)

  	
   

  	
  7.4

  	
   

  
	
  (c)(1)

  	
   

  	
  1.2

  	
   

  
	
  (c)(2)

  	
   

  	
  1.2

  	
   

  
	
  (e)

  	
   

  	
  1.2

  	
   

  
	
  (f)

  	
   

  	
  1.2

  	
   

  
	
  §§316(a)
  (last sentence)

  	
   

  	
  1.1

  	
   

  
	
  (a)(1)(A)

  	
   

  	
  5.2, 5.12

  	
   

  
	
  (a)(1)(B)

  	
   

  	
  5.13

  	
   

  
	
  (b)

  	
   

  	
  5.8

  	
   

  
	
  §§317(a)(1)

  	
   

  	
  5.3

  	
   

  
	
  (a)(2)

  	
   

  	
  5.4

  	
   

  
	
  (b)

  	
   

  	
  10.3

  	
   

  
	
  §§318(a)

  	
   

  	
  10.8

  	
   

  



 












Note:
This reconciliation and tie shall not, for any purpose, be deemed to be part of
the Indenture.


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE 1

  	
  DEFINITIONS AND OTHER PROVISIONS OF GENERAL
  APPLICATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.1

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.2

  	
  Compliance
  Certificates and Opinions

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.3

  	
  Form of Documents
  Delivered to Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.4

  	
  Acts of Holders

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.5

  	
  Notices,
  etc. to Trustee, Company and Guarantor.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.6

  	
  Notice to
  Holders of Securities; Waiver

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.7

  	
  Language
  of Notices

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.8

  	
  Conflict with Trust
  Indenture Act

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.9

  	
  Effect of
  Headings and Table of Contents.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.10

  	
  Successors
  and Assigns

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.11

  	
  Separability
  Clause

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.12

  	
  Benefits
  of Indenture

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.13

  	
  Governing
  Law

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.14

  	
  Legal
  Holidays

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.15

  	
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.16

  	
  Judgment
  Currency

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.17

  	
  No Security Interest
  Created

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.18

  	
  Limitation on
  Individual Liability

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.19

  	
  Submission to Jurisdiction

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.20

  	
  Waiver
  of Jury Trial

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.21

  	
  Force
  Majeure

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
  SECURITIES FORMS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.1

  	
  Forms Generally

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.2

  	
  Form of
  Trustee’s Certificate of Authentication.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.3

  	
  Securities in Global Form

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
  THE SECURITIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.1

  	
  Amount Unlimited;
  Issuable in Series

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.2

  	
  Currency;
  Denominations

  	
   

  



 


i

















 


	
   

  	
  SECTION 3.3

  	
  Execution,
  Authentication, Delivery and Dating

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.4

  	
  Temporary
  Securities

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.5

  	
  Registration,
  Transfer and Exchange

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.6

  	
  Mutilated,
  Destroyed, Lost and Stolen Securities.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.7

  	
  Payment
  of Interest and Certain Additional Amounts; Rights to Interest and Certain
  Additional Amounts Preserved

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.8

  	
  Persons
  Deemed Owners

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.9

  	
  Cancellation

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.10

  	
  Computation
  of Interest

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.11

  	
  CUSIP
  Numbers

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
  SATISFACTION AND DISCHARGE OF INDENTURE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 4.1

  	
  Satisfaction and Discharge

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 4.2

  	
  Defeasance and
  Covenant Defeasance

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 4.3

  	
  Application of Trust Money

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
  REMEDIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.1

  	
  Events of Default

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.2

  	
  Acceleration
  of Maturity; Rescission and Annulment.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.3

  	
  Collection
  of Indebtedness and Suits for Enforcement by Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.4

  	
  Trustee May File
  Proofs of Claim

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.5

  	
  Trustee
  May Enforce Claims without Possession of Securities or Coupons

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.6

  	
  Application of Money
  Collected

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.7

  	
  Limitations
  on Suits

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.8

  	
  Unconditional
  Right of Holders to Receive Principal and any Premium, Interest and
  Additional Amounts

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.9

  	
  Restoration of
  Rights and Remedies

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.10

  	
  Rights and Remedies
  Cumulative

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.11

  	
  Delay or Omission Not
  Waiver

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.12

  	
  Control by Holders of
  Securities

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.13

  	
  Waiver
  of Past Defaults

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.14

  	
  Waiver of
  Usury, Stay or Extension Laws .

  	
   

  



 


ii

















 


	
   

  	
  SECTION 5.15

  	
  Undertaking
  for Costs

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
  THE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.1

  	
  Certain
  Rights of Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.2

  	
  Notice of
  Defaults

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.3

  	
  Not
  Responsible for Recitals or Issuance of Securities.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.4

  	
  May
  Hold Securities

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.5

  	
  Money
  Held in Trust

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.6

  	
  Compensation and
  Reimbursement

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.7

  	
  Corporate
  Trustee Required; Eligibility

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.8

  	
  Resignation
  and Removal; Appointment of Successor.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.9

  	
  Acceptance of
  Appointment by Successor

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.10

  	
  Merger,
  Conversion, Consolidation or Succession to Business.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.11

  	
  Appointment of
  Authenticating Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
  HOLDERS LISTS AND REPORTS BY TRUSTEE,
  GUARANTOR AND COMPANY

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 7.1

  	
  Company
  and Guarantor to Furnish Trustee Names and Addresses of Holders

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 7.2

  	
  Preservation
  of Information; Communications to Holders .

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 7.3

  	
  Reports
  by Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 7.4

  	
  Reports by Company and
  Guarantor

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
  CONSOLIDATION, AMALGAMATIONS, MERGER AND
  SALES

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 8.1

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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 8.2

  	
  Successor
  Person Substituted for Company .

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 8.3

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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 8.4

  	
  Successor
  Person Substituted for Guarantor.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
  SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.1

  	
  Supplemental
  Indentures without Consent of Holders .

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.2

  	
  Supplemental
  Indentures with Consent of Holders .

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.3

  	
  Execution of
  Supplemental Indentures

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.4

  	
  Effect of
  Supplemental Indentures

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.5

  	
  Reference
  in Securities to Supplemental Indentures.

  	
   

  



 


iii

















 


	
   

  	
  SECTION 9.6

  	
  Conformity with
  Trust Indenture Act

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.7

  	
  Notice of Supplemental
  Indenture

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 10.1

  	
  Payment
  of Principal, any Premium, Interest and Additional Amounts

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 10.2

  	
  Maintenance of Office
  or Agency

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 10.3

  	
  Money
  for Securities Payments to Be Held in Trust.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 10.4

  	
  Additional
  Amounts

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 10.5

  	
  Limitation
  on Liens on Stock of Designated Subsidiaries.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 10.6

  	
  Limitation
  on Disposition of Stock of Designated Subsidiaries

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 10.7

  	
  Corporate
  Existence

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 10.8

  	
  Waiver of Certain Covenants

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 10.9

  	
  Company
  Statement as to Compliance; Notice of Certain Defaults

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 10.10

  	
  Guarantor
  Statement as to Compliance; Notice of Certain Defaults

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11

  	
  REDEMPTION OF SECURITIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.1

  	
  Applicability of Article

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.2

  	
  Election to
  Redeem; Notice to Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.3

  	
  Selection
  by Trustee of Securities to Be Redeemed

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.4

  	
  Notice
  of Redemption

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.5

  	
  Deposit of Redemption Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.6

  	
  Securities
  Payable on Redemption Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.7

  	
  Securities Redeemed in Part

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 12

  	
  SINKING FUNDS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 12.1

  	
  Applicability of Article

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 12.2

  	
  Satisfaction
  of Sinking Fund Payments with Securities.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 12.3

  	
  Redemption
  of Securities for Sinking Fund.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 13

  	
  REPAYMENT AT THE OPTION OF HOLDERS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 13.1

  	
  Applicability of Article

  	
   

  



 


iv

















 


	
  ARTICLE 14

  	
  SECURITIES IN FOREIGN CURRENCIES

  	
   

  



 


	
   

  	
  SECTION 14.1

  	
  Applicability
  of Article

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 15

  	
  MEETINGS OF HOLDERS OF SECURITIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 15.1

  	
  Purposes for
  Which Meetings May Be Called.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 15.2

  	
  Call, Notice and
  Place of Meetings

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 15.3

  	
  Persons Entitled
  to Vote at Meetings

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 15.4

  	
  Quorum;
  Action

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 15.5

  	
  Determination
  of Voting Rights; Conduct and Adjournment of Meetings

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 15.6

  	
  Counting
  Votes and Recording Action of Meetings.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 16

  	
  GUARANTEE AND INDEMNITY

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 16.1

  	
  The
  Guarantee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 16.2

  	
  Net
  Payments

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 16.3

  	
  Guarantee Unconditional,
  etc

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 16.4

  	
  Reinstatement

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 16.5

  	
  Subrogation

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 16.6

  	
  Indemnity

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 16.7

  	
  Payment
  of Fees

  	
   

  



 


v

















 


INDENTURE, dated as of
May        , 2004 (the “Indenture”), among
ASSURED GUARANTY US HOLDINGS INC., a corporation duly organized and existing
under the laws of the State of Delaware (hereinafter called the “Company”),
having its principal executive office located at c/o Assured Guaranty Corp.,
1325 Avenue of the Americas, New York, New York, 10019, ASSURED GUARANTY LTD.,
a company duly organized and existing under the laws of Bermuda (hereinafter
called the “Guarantor”), having its principal executive office at 30 Woodbourne
Avenue, Hamilton HM 08, Bermuda, and THE BANK OF NEW YORK, a New York banking
corporation (hereinafter called the “Trustee”), having its Corporate Trust
Office located at 101 Barclay Street, Floor 8 West, New York, New York 10286.


 


RECITALS


 


The Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of its senior unsecured debentures, notes or other
evidences of indebtedness (hereinafter called the “Securities”), unlimited as
to principal amount, to bear such rates of interest, to mature at such time or
times, to be issued in one or more series and to have such other provisions as
shall be fixed as hereinafter provided.


 


The Company has duly
authorized the execution and delivery of this Indenture. All things necessary
to make this Indenture a valid agreement of the Company, in accordance with its
terms, have been done.


 


For value received, the
Guarantor has duly authorized the execution and delivery of this Indenture to
provide for the issuance of the Guarantee and the indemnity provided for
herein. All things necessary to make this Indenture a valid agreement of the
Guarantor, in accordance with its terms, have been done.


 


This Indenture is subject
to the provisions of the Trust Indenture Act of 1939, as amended, and the rules
and regulations of the Securities and Exchange Commission promulgated
thereunder that are required to be part of this Indenture and, to the extent
applicable, shall be governed by such provisions.


 


NOW, THEREFORE, THIS
INDENTURE WITNESSETH:


 


For and in consideration
of the premises and the purchase of the Securities by the Holders (as herein
defined) thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities or of any series thereof
and any Coupons (as herein defined) as follows:


 

















 


ARTICLE 1



DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


SECTION 1.1         Definitions.


 


Except as otherwise
expressly provided in or pursuant to this Indenture or unless the context
otherwise requires, for all purposes of this Indenture:


 


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


 


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


 


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


 


(4)           the words “herein,”
“hereof,” “hereto” 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; and


 


(5)           the word “or” is always
used inclusively (for example, the phrase “A or B” means “A or B or both,” not
“either A or B but not both”). Certain
terms used principally in certain Articles hereof are defined in those
Articles.


 


“Act” when used with
respect to any Holders, has the meaning specified in Section 1.4.


 


“Additional Amounts”
means any additional amounts which are required hereby or by any Security,
under circumstances specified herein or therein, to be paid by the Company or
the Guarantor in respect of certain taxes, assessments or other governmental
charges imposed on Holders specified therein and which are owing to such Holders.


 


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


 


“Authenticating Agent”
means any Person authorized by the Trustee pursuant to Section 6.11 to act
on behalf of the Trustee to authenticate Securities of one or more series.


 

















 


“Authorized Newspaper”
means a newspaper, in an official language of the place of publication or in
the English language, customarily published on each day that is a Business Day
in the place of publication, whether or not published on days that are Legal
Holidays in the place of publication, and of general circulation in each place
in connection with which the term is used or in the financial community of each
such place. Where successive publications are required to be made in Authorized
Newspapers, the successive publications may be made in the same or in different
newspapers in the same city meeting the foregoing requirements and in each case
on any day that is a Business Day in the place of publication.


 


“Authorized Officer”
means, when used with respect to the Company, the President, any Vice
President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company.


 


“Bearer Security” means
any Security in the form established pursuant to Section 2.1 which is
payable to bearer.


 


“Board of Directors”
means the board of directors of the Company or any committee of that board duly
authorized to act generally or in any particular respect for the Company
hereunder.


 


“Board Resolution” means
a copy of one or more resolutions, certified by 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, delivered
to the Trustee.


 


“Business Day,” with
respect to any Place of Payment or other location, means, unless otherwise
specified with respect to any Securities pursuant to Section 3.1, any day
other than a Saturday, Sunday or other day on which banking institutions in
such Place of Payment or other location are authorized or obligated by law,
regulation or executive order to close.


 


“Capital Stock” of any
Person means any and all shares, interests, rights to purchase, warrants,
options, participations or other equivalents of or interests in (however
designated) equity of such Person, including Preferred Stock, but excluding any
debt securities convertible into such equity.


 


“Capitalized Lease
Obligation” means an obligation under a lease that is required to be
capitalized for financial reporting purposes in accordance with generally
accepted accounting principles, and the amount of Indebtedness represented by
such obligation shall be the capitalized amount of such obligation determined
in accordance with such principles.


 


“Commission” means the
Securities and Exchange Commission, as from time to time constituted, created
under the Securities Exchange Act of 1934, as amended, or, if at any time after
the execution of this Indenture such Commission is not existing and performing
the duties now assigned to
it under the Trust Indenture Act, then the body performing such duties at such
time.


 


“Common Stock” in respect
of any Corporation means Capital Stock of any class or classes (however
designated) which has no preference as to the payment of dividends, or as to
the


 

















 


distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such
Corporation, and which is not subject to redemption by such Corporation.


 


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


 


“Company Request” and
“Company Order” mean, respectively, a written request or order, as the case may
be, signed in the name of the Company by an Authorized Officer, and delivered
to the Trustee.


 


“Consolidated Net Worth”
in respect of any Person means the total of the amounts shown on the balance
sheet of such Person and its consolidated Subsidiaries, determined on a
consolidated basis in accordance with GAAP, as of the end of the most recent
fiscal quarter of such Person ending at least 45 days prior to the taking of
any action for the purpose of which the determination is being made, as (i) the
par or stated value of all outstanding Capital Stock of such Person plus (ii)
paid-in capital or capital surplus relating to such Capital Stock plus (iii)
any retained earnings or earned surplus, less any accumulated deficit.


 


“Conversion Event” means
the cessation of use of (i) a Foreign Currency both by the government of the
country or the confederation which issued such Foreign Currency and for the
settlement of transactions by a central bank or other public institutions of or
within the international banking community or (ii) any currency unit or
composite currency for the purposes for which it was established.


 


“Corporate Trust Office”
means the principal corporate trust office of the Trustee at which at any
particular time its corporate trust business shall be administered, which
office at the date of original execution of this Indenture is located at 101
Barclay Street, Floor 8 West, New York, New York 10286.


 


“Corporation” includes
corporations and limited liability companies and, except for purposes of
Article 8, associations, companies and business trusts.


 


“Coupon” means any
interest coupon appertaining to a Bearer Security.


 


“Currency,” with respect
to any payment, deposit or other transfer in respect of the principal of or any
premium or interest on or any Additional Amounts with respect to any Security,
means Dollars or the Foreign Currency, as the case may be, in which such
payment, deposit or other transfer is required to be made by or pursuant to the
terms hereof or such Security
and, with respect to any other payment, deposit or transfer pursuant to or
contemplated by the terms hereof or such Security, means Dollars.


 


“CUSIP number” means the
alphanumeric designation assigned to a Security by Standard & Poor’s
Ratings Service, CUSIP Service Bureau.


 


“Defaulted Interest” has
the meaning specified in Section 3.7.


 

















 


“Designated Subsidiary”
means any present or future consolidated Subsidiary of the Guarantor, the
Consolidated Net Worth of which constitutes at least 5% of the Consolidated Net
Worth of the Guarantor.


 


“Dollars” or “$” means a
dollar or other equivalent unit of legal tender for payment of public or
private debts in the United States of America.


 


“Event of Default” has
the meaning specified in Section 5.1.


 


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


 


“Government Obligations”
means securities which are (i) direct obligations of the United States of
America or the other government or governments which issued the Foreign
Currency in which the principal of or any premium or interest on such Security
or any Additional Amounts in respect thereof shall be payable, in each case
where the payment or payments thereunder are supported by the full faith and
credit of such government or governments or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America or such other government or governments, in each case
where the timely payment or payments thereunder are unconditionally guaranteed
as a full faith and credit obligation by the United States of America or such
other government or governments, and which, in the case of (i) or (ii), are not
callable or redeemable at the option of the issuer or issuers thereof, and
shall also include a depository receipt issued by a bank or trust company as custodian
with respect to any such Government Obligation or a specific payment of
interest on or principal of or other amount with respect to any such Government
Obligation held by such custodian for the account of the holder of a depository
receipt, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
Government Obligation or the specific payment of interest on or principal of or
other amount with respect to the Government Obligation evidenced by such
depository receipt.


 


“Guarantee” means the
unconditional guarantee of the payment of the principal of, any premium or
interest on, and any Additional Amounts with respect to the Securities by the
Guarantor, as more fully set forth in Article 16.


 


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


 


“Guarantor’s Board of
Directors” means the board of directors of the Guarantor or any committee of
that board duly authorized to act generally or in any particular respect for
the Guarantor hereunder.


 

















 


“Guarantor’s Board
Resolution” means a copy of one or more resolutions, certified by the Secretary
or an Assistant Secretary of the Guarantor to have been duly adopted by the
Guarantor’s Board of Directors and to be in full force and effect on the date
of such certification, delivered to the Trustee.


 


“Guarantor’s Officer’s
Certificate” means a certificate signed by the President, the Chief Financial
Officer, the General Counsel, any Vice President or the Secretary of the
Guarantor, that complies with the requirements of Section 314(e) of the
Trustee Indenture Act and is delivered to the Trustee.


 


“Guarantor Request” and
“Guarantor Order” mean, respectively, a written request or order, as the case
may be, signed in the name of the Guarantor by the President, the Chief
Financial Officer, the General Counsel, any Vice President or the Secretary, of
the Guarantor, and delivered to the Trustee.


 


“Holder,” in the case of
any Registered Security, means the Person in whose name such Security is
registered in the Security Register and, in the case of any Bearer Security,
means the bearer thereof and, in the case of any Coupon, means the bearer
thereof.


 


“Indebtedness” means,
with respect to any Person, (i) the principal of and any premium and interest
on (a) indebtedness of such Person for money borrowed and (b) indebtedness
evidenced by notes, debentures, bonds or other similar instruments for the
payment of which such Person is responsible or liable; (ii) all Capitalized
Lease Obligations of such Person; (iii) all obligations of such Person issued
or assumed as the deferred purchase price of property, all conditional sale
obligations and all obligations under any title retention agreement (but
excluding trade accounts payable arising in the ordinary course of business);
(iv) all obligations of such Person for the reimbursement of any obligor on any
letter of credit, banker’s acceptance or similar credit transaction (other than
obligations with respect to letters of credit securing obligations (other than
obligations described in (i) through (iii) above) entered into in the ordinary
course of business of such Person to the extent such letters of credit are not
drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no
later than the third Business Day following receipt by such Person of a demand
for reimbursement following payment on the letter of credit); (v) all
obligations of the type referred to in clauses (i) through (iv) of other
Persons and all dividends of other Persons for the payment of which, in either
case, such Person is responsible or liable as obligor, guarantor or otherwise;
and (vi) all obligations of the type referred to in clauses (i) through (v) of other Persons secured by any Lien
on any property or asset of such Person (whether or not such obligation is
assumed by such Person), the amount of such obligation being deemed to be the
lesser of the value of such property or assets or the amount of the obligation
so secured; and (vii) any amendments, modifications, refundings, renewals or
extensions of any indebtedness or obligation described as Indebtedness in
clauses (i) through (vi) above.


 


“Indenture” means this
instrument as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and, with respect to any Security, by the terms and
provisions of such Security


 

















 


and any Coupon
appertaining thereto established pursuant to Section 3.1 (as such terms
and provisions may be amended pursuant to the applicable provisions hereof).


 


“Independent Public
Accountants” means accountants or a firm of accountants that, with respect to
the Company, the Guarantor and any other obligor under the Securities or the
Coupons, are independent public accountants within the meaning of the
Securities Act of 1933, as amended, and the rules and regulations promulgated
by the Commission thereunder, who may be the independent public accountants
regularly retained by the Company or the Guarantor or who may be other
independent public accountants. Such accountants or firm shall be entitled to
rely upon any Opinion of Counsel as to the interpretation of any legal matters
relating to this Indenture or certificates required to be provided hereunder.


 


“Indexed Security” means
a 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,” with respect
to any Original Issue Discount Security which by its terms bears interest only
after Maturity, means interest payable after Maturity and, when used with
respect to a Security which provides for the payment of Additional Amounts
pursuant to Section 10.4 or 16.2, includes such Additional Amounts.


 


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


 


“Judgment Currency” has
the meaning specified in Section 1.16.


 


“Legal Holidays” has the
meaning specified in Section 1.14.


 


“Lien” has the meaning
specified in Section 10.5.


 


“Maturity,” with respect
to any Security, means the date on which the principal of such Security or an
installment of principal becomes due and payable as provided in or pursuant to
this Indenture, whether at the Stated Maturity or by declaration of
acceleration, notice of redemption or repurchase, notice of option to elect
repayment or otherwise, and includes the Redemption Date.


 


“New York Banking Day”
has the meaning specified in Section 1.16.


 


“Office” or “Agency,”
with respect to any Securities, means an office or agency of the Company and
the Guarantor maintained or designated in a Place of Payment for such
Securities pursuant to Section 10.2 or any other office or agency of the
Company and the Guarantor maintained or designated for such Securities pursuant
to Section 10.2 or, to the extent designated or required by
Section 10.2 in lieu of such office or agency, the Corporate Trust Office
of the Trustee.


 

















 


“Officer’s Certificate”
means a certificate signed by an Authorized Officer that complies with the
requirements of Section 314(e) of the Trust Indenture Act and is delivered
to the Trustee.


 


“Opinion of Counsel”
means a written opinion of counsel, who may be an employee of or counsel for
the Company or the Guarantor, as the case may be, or other counsel who shall be
reasonably acceptable to the Trustee, that, if required by the Trust Indenture
Act, complies with the requirements of Section 314(e) of the Trust
Indenture Act.


 


“Original Issue Discount
Security” means a Security issued pursuant to this Indenture which provides for
declaration of an amount less than the principal face amount thereof to be due
and payable upon acceleration pursuant to Section 5.2.


 


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


 


(a)                                  any
such Security theretofore cancelled by the Trustee or the Security Registrar or
delivered to the Trustee or the Security Registrar
for cancellation;


 


(b)                                 any
such Security for whose payment at the Maturity thereof money in the necessary
amount has been theretofore deposited pursuant hereto (other than pursuant to
Section 4.2) with the Trustee or any Paying Agent (other than the Company or the Guarantor) in trust or set
aside and segregated in trust by the Company or the Guarantor (if the Company
shall act as its own, or authorize the Guarantor to act as, Paying Agent) for
the Holders of such Securities and any Coupons appertaining thereto, provided
that, if such Securities are to be redeemed, notice of such redemption has been
duly given pursuant to this Indenture or provision therefor satisfactory to the
Trustee has been made;


 


(c)                                  any
such Security with respect to which the Company or the Guarantor has effected
defeasance pursuant to the terms hereof, except to the extent provided in
Section 4.2;


 


(d)                                 any
such Security which has been paid pursuant to Section 3.6 or in exchange
for or in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, unless there shall have been presented to the
Trustee proof satisfactory to it that
such Security is held by a bona fide purchaser in whose hands such Security is
a valid obligation of the Company; and


 

















 


(e)                                  any
such Security converted or exchanged as contemplated by this Indenture into
securities of the Company or the Guarantor or another issuer, if the terms of
such Security provide for such conversion or exchange pursuant to
Section 3.1;


 


provided,
however, that in determining whether the Holders of the requisite principal
amount of Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or are present at a meeting of
Holders of Securities for quorum purposes, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be Outstanding for such purposes
shall be equal to the amount of the principal thereof that pursuant to the
terms of such Original Issue Discount Security would be declared (or shall have
been declared to be) due and payable upon a declaration of acceleration thereof
pursuant to Section 5.2 at the time of such determination, and (ii) the
principal amount of any Indexed Security that may be counted in making such
determination and that shall be deemed Outstanding for such purposes shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided in or pursuant to this Indenture, and (iii)
the principal amount of a Security denominated in a Foreign Currency shall be
the Dollar equivalent, determined on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue
Discount Security, the Dollar equivalent on the date of original issuance of
such Security of the amount determined as provided in (i) above) of such
Security, and (iv) Securities owned by the Company, the Guarantor or any other
obligor upon the Securities or any Affiliate of the Company, the Guarantor or
such other obligor, shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in making
any such determination or relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which shall have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of the Trustee
(A) the pledgee’s right so to act with respect to such Securities and (B) that
the pledgee is not the Company, the Guarantor or any other obligor upon the
Securities or any Coupons appertaining thereto or an Affiliate of the Company,
the Guarantor or such other obligor.


 


“Paying Agent” means any
Person authorized by the Company to pay the principal of, or any premium or
interest on, or any Additional Amounts with respect to, any Security or any
Coupon on behalf of the Company.


 


“Person” means any
individual, Corporation, partnership, joint venture, joint-stock company,
trust, unincorporated organization or government or any agency or political
subdivision thereof.


 


“Place of Payment,” with
respect to any Security, means the place or places where the principal of, or
any premium or interest on, or any Additional Amounts with respect to such
Security are payable as provided in or pursuant to this Indenture or such
Security.


 

















 


“Predecessor Security” of
any particular Security means every previous Security evidencing all or a
portion of the same Indebtedness as that evidenced by such particular Security;
and, for the purposes of this definition, any Security authenticated and
delivered under Section 3.6 in exchange for or in lieu of a lost,
destroyed, mutilated or stolen Security or any Security to which a mutilated,
destroyed, lost or stolen Coupon appertains shall be deemed to evidence the
same Indebtedness as the lost, destroyed, mutilated or stolen Security or the
Security to which a mutilated, destroyed, lost or stolen Coupon appertains.


 


“Preferred Stock” in
respect of any Corporation means Capital Stock of any class or classes (however
designated) which is preferred as to the payment of dividends, or as to the
distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such Corporation, over shares of Capital Stock of any other
class of such Corporation.


 


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


 


“Redemption Price,” with
respect to any Security or portion thereof to be redeemed, means the price at
which it is to be redeemed as determined by or pursuant to this Indenture or
such Security.


 


“Registered Security”
means any Security established pursuant to Section 2.1 which is registered
in a Security Register.


 


“Regular Record Date” for
the interest payable on any Registered Security on any Interest Payment Date
therefor means the date, if any, specified in or pursuant to this Indenture or
such Security as the “Regular Record Date”.


 


“Required Currency” has
the meaning specified in Section 1.16.


 


“Responsible Officer”
means any vice president, any assistant vice president, any assistant
secretary, any assistant treasurer, or any trust officer or any other officer
of the Trustee customarily performing functions similar to those performed by
any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of his or her knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.


 


“Security” or
“Securities” means any note or notes, bond or bonds, debenture or debentures,
or any other evidences of Indebtedness, as the case may be, authenticated and
delivered under this Indenture; provided, however, that, if at any time there
is more than one Person acting as Trustee under this Indenture, “Securities,”
with respect to any such Person, shall mean Securities authenticated and delivered
under this Indenture, exclusive, however, of Securities of any series as to
which such Person is not Trustee.


 


“Security Register” and
“Security Registrar” have the respective meanings specified in
Section 3.5.


 

















 


“Special Record Date” for
the payment of any Defaulted Interest on any Registered Security means a date
fixed by the Company pursuant to Section 3.7.


 


“Stated Maturity,” with
respect to any Security or any installment of principal thereof or interest
thereon or any Additional Amounts with respect thereto, means the date
established by or pursuant to this Indenture or such Security as the fixed date
on which the principal of such Security or such installment of principal or
interest is, or such Additional Amounts are, due and payable.


 


“Subsidiary” means, in
respect of any Person, any Corporation, limited or general partnership or other
business entity of which at the time of determination more than 50% of the
voting power of the shares of its Capital Stock or other interests (including
partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is owned or controlled, directly or indirectly, by (i) such Person, (ii) such
Person and one or more Subsidiaries of such Person or (iii) one or more
Subsidiaries of such Person.


 


“Trust Indenture Act”
means the Trust Indenture Act of 1939, as amended, and any reference herein to
the Trust Indenture Act or a particular provision thereof shall mean such Act
or provision, as the case may be, as amended or replaced from time to time or
as supplemented from time to time by rules or regulations adopted by the
Commission under or in furtherance of the purposes of such Act or provision, as
the case may be.


 


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


 


“United States,” except
as otherwise provided in or pursuant to this Indenture or any Security, means
the United States of America (including the states thereof and the District of
Columbia), its territories and possessions and other areas subject to its
jurisdiction.


 


“United States Alien,”
except as otherwise provided in or pursuant to this Indenture or any Security,
means any Person who, for United States Federal income tax purposes, is a
foreign corporation, a non-resident alien individual, a non-resident alien
fiduciary of a foreign estate or trust, or a foreign partnership one or more of
the members of which is, for United States Federal income tax purposes, a
foreign corporation, a non-resident alien individual or a non-resident alien
fiduciary of a foreign estate or trust.


 


“U.S. Depository” or
“Depository” means, with respect to any Security issuable or issued in the form
of one or more global Securities, the Person designated as U.S. Depository or
Depository by the Company in or pursuant to this Indenture, which Person must
be, to the extent required by applicable law or regulation, a clearing agency
registered under the Securities Exchange Act of 1934, as amended, and, if so
provided with respect to any Security, any


 

















 


successor to such Person.
If at any time there is more than one such Person, “U.S. Depository” or
“Depository” shall mean, with respect to any Securities, the qualifying entity
which has been appointed with respect to such Securities.


 


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


 


SECTION 1.2         Compliance
Certificates and Opinions.


 


Except as otherwise
expressly provided in this Indenture, upon any application or request by the
Company or the Guarantor to the Trustee to take any action under any provision
of this Indenture, the Company or the Guarantor, as the case may be, shall
furnish to the Trustee an Officer’s Certificate or a Guarantor’s Officer’s
Certificate stating that all conditions precedent, if any, 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, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
or any of them is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate
or opinion need be furnished.


 


Every certificate or
opinion with respect to compliance with a condition or covenant provided for in
this Indenture shall include:


 


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


 


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


 


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


 


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


 


SECTION 1.3         Form of Documents
Delivered to Trustee.


 


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


 

















 


Any certificate or
opinion of an officer of the Company or the Guarantor may be based, insofar as
it relates to legal matters, upon an Opinion of Counsel, provided that such
officer, after reasonable inquiry, has no reason to believe and does not
believe that the Opinion of Counsel with respect to the matters upon which his
certificate or opinion is based is erroneous. Any such Opinion of Counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company or the
Guarantor, as the case may be, stating that the information with respect to
such factual matters is in the possession of the Company or the Guarantor, as
the case may be, provided that such counsel, after reasonable inquiry, has no
reason to believe and does not believe that the certificate or opinion or
representations with respect to such matters are erroneous.


 


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


 


SECTION 1.4         Acts of Holders.


 


(1)           Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
or pursuant to this Indenture to be given
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing. If, but only if, Securities of a series are issuable
as Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided in or pursuant to this Indenture to be
given or taken by Holders of Securities of such series may, alternatively, be
embodied in and evidenced by the record of Holders of Securities of such series
voting in favor thereof, either in person or by proxies duly appointed in
writing, at any meeting of Holders of Securities of such series duly called and
held in accordance with the provisions of Article 15, or a combination of
such instruments and any such record. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments or record or both are delivered to the Trustee and, where it is
hereby expressly required, to the Company or the Guarantor or both of them.
Such instrument or instruments and any such record (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the “Act” of
the Holders signing such instrument or instruments or so voting at any such
meeting. Proof of execution of any such instrument or of a writing appointing
any such agent, or of the holding by any Person of a Security, shall be sufficient
for any purpose of this Indenture and (subject to Section 315 of the Trust
Indenture Act) conclusive in favor of the Trustee, the Company and the
Guarantor and any agent of the Trustee, the Company or the Guarantor, if made
in the manner provided in this Section. 
The record of any meeting of Holders of Securities shall be proved in
the manner provided in Section 15.6. 
Without limiting the generality of this Section 1.4, unless
otherwise provided in or pursuant to this Indenture, a Holder, including a U.S.
Depository that is a Holder of a global Security, may make, give or take, by a
proxy or proxies, duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other Act provided in or
pursuant to this Indenture to be made, given or taken by Holders, and a U.S.
Depository that is a Holder of a global Security may provide its proxy or
proxies to the beneficial owners of interests in any such


 

















 


global Security through such U.S. Depository’s
standing instructions and customary practices.


 


The Company shall fix a
record date for the purpose of determining the Persons who are beneficial
owners of interest in any permanent global Security held by a U.S. Depository
entitled under the procedures of such U.S. Depository to make, give or take, by a proxy or proxies duly
appointed in writing, any request, demand, authorization, direction, notice,
consent, waiver or other Act provided in or pursuant to this Indenture to be
made, given or taken by Holders. If such a record date is fixed, the Holders on
such record date or their duly appointed proxy or proxies, and only such
Persons, shall be entitled to make, give or take such request, demand,
authorization, direction, notice, consent, waiver or other Act, whether or not such
Holders remain Holders after such record date. No such request, demand,
authorization, direction, notice, consent, waiver or other Act shall be valid
or effective if made, given or taken more than 90 days after such record date.  Promptly after any record date is set
pursuant to this paragraph, the Company, at its own expense, shall cause notice
of such record date, the proposed action by Holders to be given to the Trustee
in writing and to each Holder of Securities of the relevant series in the manner
set forth in Section 1.6.


 


The Trustee may set any
day as a record date for the purpose of determining the Holders of Outstanding
Securities of any series entitled to join in the giving or making of (i) any
Notice of Default, (ii) any declaration of acceleration referred to in
Section 5.2, (iii) any request to institute proceedings referred to in
Section 5.7(2) or (iv) any direction referred to in Section 5.12, in
each case with respect to Securities of such series. If any record date is set
pursuant to this paragraph, the Holders of Outstanding Securities of such
series on such record date, and no other Holders, shall be entitled to join in
such notice, declaration, request or direction, whether or not such Holders
remain Holders after such record date. 
Promptly after any record date is set pursuant to this paragraph, the
Trustee, at the Company’s expense, shall cause notice of such record date, the
proposed action by Holders to be given to the Company in writing and to each
Holder of Securities of the relevant series in the manner set forth in
Section 1.6.


 


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


 


(2)           The fact and date of
the execution by any Person of any such instrument or writing referred to in
this Section 1.4 may be proved in any reasonable manner; and the Trustee may in any instance require further
proof with respect to any of the matters referred to in this Section.


 


(3)           The ownership,
principal amount and serial numbers of Registered Securities held by any
Person, and the date of the commencement and the date of the termination of holding the same, shall be proved by the
Security Register.


 


(4)           The ownership,
principal amount and serial numbers of Bearer Securities held by any Person, and
the date of the commencement and the date
of the termination of


 

















 


holding the same, may be proved by the
production of such Bearer Securities or by a certificate executed, as
depository, by any trust company, bank, banker or other depository reasonably
acceptable to the Company and the Guarantor, wherever situated, if such
certificate shall be deemed by the Company, the Guarantor and the Trustee to be
satisfactory, showing that at the date therein mentioned such Person had on
deposit with such depository, or exhibited to it, the Bearer Securities therein
described; or such facts may be proved by the certificate or affidavit of the
Person holding such Bearer Securities, if such certificate or affidavit is
deemed by the Trustee to be satisfactory. The Trustee, the Company and the
Guarantor may assume that such ownership of any Bearer Security continues until
(i) another certificate or affidavit bearing a later date issued in respect of
the same Bearer Security is produced, or (ii) such Bearer Security is produced
to the Trustee by some other Person, or (iii) such Bearer Security is
surrendered in exchange for a Registered Security, or (iv) such Bearer Security
is no longer Outstanding. The ownership, principal amount and serial numbers of
Bearer Securities held by the Person so executing such instrument or writing
and the date of the commencement and the date of the termination of holding the
same may also be proved in any other manner which the Company, the Guarantor
and the Trustee deem sufficient.


 


(5)           If the Company or the
Guarantor shall solicit from the Holders of any Registered Securities any
request, demand, authorization, direction,
notice, consent, waiver or other Act, the Company or the Guarantor, as the case
may be, may at its option (but is not obligated to), by Board Resolution or
Guarantor’s Board Resolution, as the case may be, fix in advance a record date
for the determination of Holders of Registered Securities entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other
Act. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after
such record date, but only the Holders of Registered Securities of record at
the close of business on such record date shall be deemed to be Holders for the
purpose of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the Outstanding Securities shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders
of Registered Securities shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six
months after the record date.


 


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


 

















 


SECTION 1.5         Notices,
etc. to Trustee, Company and Guarantor.  


 


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


 


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


 


(2)           the Company or the
Guarantor, as the case may be, by the Trustee or any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to the Company or the
Guarantor, as the case may be, addressed to the attention of its Treasurer,
with a copy to the attention of its
General Counsel, at the address of its principal office specified in the first
paragraph of this instrument or at any other address previously furnished in
writing to the Trustee by the Company or the Guarantor, as the case may be.


 


SECTION 1.6         Notice to Holders of
Securities; Waiver.


 


Except as otherwise
expressly provided in or pursuant to this Indenture, where this Indenture
provides for notice to Holders of Securities of any event,


 


(1)           such notice shall be
sufficiently given to Holders of Registered Securities if in writing and
mailed, first-class postage prepaid, to each Holder of a Registered Security affected by such event, at his address
as it appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice; and


 


(2)           such notice shall be
sufficiently given to Holders of Bearer Securities, if any, if published in an
Authorized Newspaper in The City of New
York and, if such Securities are then listed on any stock exchange outside the
United States, in an Authorized Newspaper in such city as the Company shall
advise the Trustee that such stock exchange so requires, on a Business Day at
least twice, the first such publication to be not earlier than the earliest
date and the second such publication not later than the latest date prescribed
for the giving of such notice.  In any
case where notice to Holders of Registered Securities is given by mail, neither
the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder of a Registered Security shall affect the sufficiency of such
notice with respect to other Holders of Registered Securities or the
sufficiency of any notice to Holders of Bearer Securities given as provided
herein. Any notice which is mailed in the manner herein provided shall be
conclusively presumed to have been duly given or provided. In the case by
reason of the suspension of regular mail service or by reason of any other
cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.  In case by reason of the suspension of
publication of any Authorized Newspaper or Authorized Newspapers or by


 

















 


reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearers Securities as
provided above, then such notification to Holders of Bearer Securities as shall
be given with the approval of the Trustee shall constitute sufficient notice to
such Holders for every purpose hereunder. Neither failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect
in any notice so published, shall affect the sufficiency of any notice mailed
to Holders of Registered Securities as provided above.  Where this Indenture provides for notice in
any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders of Securities shall
be filed with the Trustee, but such filing shall not be a condition precedent
to the validity of any action taken in reliance upon such waiver.


 


SECTION 1.7         Language of Notices.


 


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


 


SECTION 1.8         Conflict with Trust
Indenture Act.


 


If any provision hereof
limits, qualifies or conflicts with any duties under any required provision of
the Trust Indenture Act imposed hereon by Section 318(c) thereof, such
required provision shall control.


 


SECTION 1.9         Effect of Headings and
Table of Contents.  


 


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


 


SECTION 1.10       Successors and Assigns.


 


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


 


SECTION 1.11       Separability Clause.


 


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


 


SECTION 1.12       Benefits of Indenture.


 


Nothing in this
Indenture, any Security or any Coupon, express or implied, shall give to any
Person, other than the parties hereto, any Security Registrar, any Paying
Agent, any


 

















 


Authenticating Agent and
their successors hereunder and the Holders of Securities or Coupons, any
benefit or any legal or equitable right, remedy or claim under this Indenture.


 


SECTION 1.13       Governing Law.


 


This Indenture, the
Securities and any Coupons shall be governed by and construed in accordance
with the laws of the State of New York applicable to agreements made or
instruments entered into and, in each case, performed in said state (without
regard to conflicts of laws principles thereof).


 


SECTION 1.14       Legal Holidays.


 


Unless otherwise
specified in or pursuant to this Indenture or any Securities, in any case where
any Interest Payment Date, Stated Maturity or Maturity of any Security, or the
last date on which a Holder has the right to convert or exchange Securities of
a series that are convertible or exchangeable, shall be a Legal Holiday at any
Place of Payment, then (notwithstanding any other provision of this Indenture,
any Security or any Coupon other than a provision in any Security or Coupon
that specifically states that such provision shall apply in lieu hereof)
payment need not be made at such Place of Payment on such date, and such
Securities need not be converted or exchanged on such date but such payment may
be made, and such Securities may be converted or exchanged, on the next
succeeding day that is a Business Day at such Place of Payment with the same
force and effect as if made on the Interest Payment Date or at the Stated
Maturity or Maturity or on such last day for conversion or exchange, and no interest
shall accrue on the amount payable on such date or at such time for the period
from and after such Interest Payment Date, Stated Maturity, Maturity or last
day for conversion or exchange, as the case may be, to such next succeeding
Business Day.


 


SECTION 1.15       Counterparts.


 


This Indenture may be
executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.


 


SECTION 1.16       Judgment Currency.


 


The Company and the
Guarantor each agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to
convert the sum due in respect of the principal of, or premium or interest, if
any, or Additional Amounts on the Securities of any series (the “Required
Currency”) into a currency in which a judgment will be rendered (the “Judgment
Currency”), the rate of exchange used shall be the rate at which in accordance
with normal banking procedures the Trustee could purchase in The City of New
York the requisite amount of the Required Currency with the Judgment Currency
on the New York Banking Day preceding the day on which a final unappealable
judgment is given and (b) its obligations under this Indenture to make payments
in the Required Currency (i) shall not be discharged or satisfied by any
tender, or any recovery pursuant to any judgment (whether or not entered in
accordance with clause (a)), in any currency other than the Required Currency,
except to the extent that such tender or recovery shall result in the actual


 

















 


receipt, by the payee, of
the full amount of the Required Currency expressed to be payable in respect of
such payments, (ii) shall be enforceable as an alternative or additional cause
of action for the purpose of recovering in the Required Currency the amount, if
any, by which such actual receipt shall fall short of the full amount of the
Required Currency so expressed to be payable and (iii) shall not be affected by
judgment being obtained for any other sum due under this Indenture. For
purposes of the foregoing, “New York Banking Day” means any day except a
Saturday, Sunday or a legal holiday in The City of New York or a day on which
banking institutions in The City of New York are authorized or obligated by
law, regulation or executive order to be closed.


 


SECTION 1.17       No Security Interest
Created.


 


Subject to the provisions
of Section 10.5, nothing in this Indenture or in any Securities, express
or implied, shall be construed to constitute a security interest under the
Uniform Commercial Code or similar legislation, as now or hereafter enacted and
in effect in any jurisdiction where property of the Company, the Guarantor or
their respective Subsidiaries is or may be located.


 


SECTION 1.18       Limitation on Individual
Liability.


 


No recourse under or upon
any obligation, covenant or agreement contained in this Indenture or in any
Security, or for any claim based thereon or otherwise in respect thereof, shall
be had against any incorporator, shareholder (except in a shareholder’s
corporate capacity as Guarantor), officer or director, as such, past, present
or future, of the Company or the Guarantor, as the case may be, either directly
or through the Company or the Guarantor, as the case may be, 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 corporate
obligations, and that no such personal liability whatever shall attach to, or
is or shall be incurred by, the incorporators, shareholders, officers or
directors, as such, of the Company or the Guarantor, as the case may be, 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 Security or implied therefrom; and that any and all
such personal liability of every name and nature, 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,
shareholder, officer or director, 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 Security or
implied therefrom, are hereby expressly waived and released as a condition of,
and as a consideration for, the execution of this Indenture and the issuance of
such Security.


 


SECTION 1.19       Submission to
Jurisdiction.


 


The Company and the
Guarantor each agrees that any judicial proceedings instituted in relation to
any matter arising under this Indenture, the Securities or any Coupons
appertaining thereto may be brought in any United States Federal or New York
State court sitting in the Borough of Manhattan, The City of New York, New York
to the extent that such court has


 

















 


subject matter
jurisdiction over the controversy, and, by execution and delivery of this
Indenture, the Company and the Guarantor each hereby irrevocably accepts,
generally and unconditionally, the jurisdiction of the aforesaid courts,
acknowledges their competence and irrevocably agrees to be bound by any
judgement rendered in such proceeding. The Company and the Guarantor each also
irrevocably and unconditionally waives for the benefit of the Trustee and the
Holders of the Securities and Coupons any immunity from jurisdiction and any
immunity from legal process (whether through service or notice, attachment
prior to judgement, attachment in the aid of execution, execution or otherwise)
in respect of this Indenture. The Company and the Guarantor each hereby
irrevocably designates and appoints for the benefit of the Trustee and the
Holders of the Securities and Coupons for the term of this Indenture Assured
Guaranty Corp., 1325 Avenue of the Americas, New York, New York 10019, as its
agent to receive on its behalf service of all process (with a copy of all such
service of process to be delivered to James M. Michener, General Counsel and
Secretary, Assured Guaranty Ltd., 30 Woodbourne Avenue, Hamilton, HM 08,
Bermuda) brought against it with respect to any such proceeding in any such
court in The City of New York, such service being hereby acknowledged by each of
the Company and the Guarantor to be effective and binding service on it in
every respect whether or not the Company or the Guarantor, as the case may be,
shall then be doing or shall have at any time done business in New York. Such
appointment shall be irrevocable so long as any of the Securities or Coupons or
the respective obligations of the Company and the Guarantor hereunder remain
outstanding, or until the appointment of a successor by the Company or the
Guarantor, as the case may be, and such successor’s acceptance of such
appointment. Upon such acceptance, the Company or the Guarantor, as the case
may be, shall notify the Trustee of the name and address of such successor. The
Company and the Guarantor each further agrees for the benefit of the Trustee
and the Holders of the Securities and the Coupons to take any and all action,
including the execution and filing of any and all such documents and
instruments, as may be necessary to continue such designation and appointment
of said Assured Guaranty Corp. in full force and effect so long as any of the
Securities or Coupons or the respective obligations of the Company and the
Guarantor hereunder shall be outstanding. The Trustee shall not be obligated
and shall have no responsibility with respect to any failure by the Company or
the Guarantor to take any such action. Nothing herein shall affect the right to
serve process in any other manner permitted by any law or limit the right of
the Trustee or any Holder to institute proceedings against the Company or the
Guarantor in the courts of any other jurisdiction or jurisdictions.


 


SECTION 1.20       Waiver of Jury Trial.


 


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


 


SECTION 1.21       Force Majeure.


 


In no event shall the
Trustee be responsible or liable for any failure or delay in the performance of
its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation strikes, work
stoppages, accidents, acts of war or


 

















 


terrorism, civil or
military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Trustee shall
use reasonable efforts which are consistent with accepted practices in the
banking industry to resume performance as soon as practicable under the
circumstances.


 


ARTICLE 2



SECURITIES FORMS


 


SECTION 2.1         Forms Generally.


 


Each Registered Security,
Bearer Security, Coupon and temporary or permanent global Security issued
pursuant to this Indenture shall be in the form established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto in accordance
with Section 3.1, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by or pursuant
to this Indenture or any indenture supplemental hereto and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Security or Coupon as evidenced by their execution of
such Security or Coupon.


 


Unless otherwise provided
in or pursuant to this Indenture or any Securities, the Securities shall be
issuable in registered form without Coupons and shall not be issuable upon the
exercise of warrants.


 


Definitive
Securities and definitive Coupons shall be printed, lithographed or engraved or
produced by any combination of these methods on a steel engraved border or
steel engraved borders or may be produced in any other manner, all as
determined by the officers of the Company executing such Securities or Coupons,
as evidenced by their execution of such Securities or Coupons.


 


SECTION 2.2         Form of Trustee’s
Certificate of Authentication.  


 


Subject to
Section 6.11, the Trustee’s certificate of authentication shall be in
substantially the following form:


 


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


 


	
   

  	
  THE
  BANK OF NEW YORK,

  	
   

  
	
   

  	
  as
  Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  	
   

  



 

















 


SECTION 2.3         Securities in Global
Form.


 


If the Company shall
establish pursuant to Section 3.1 that Securities of a series shall be
issuable in global form, any such Security may provide that it or any number of
such Securities shall
represent the aggregate amount of all Outstanding Securities of such series (or
such lesser amount as is permitted by the terms thereof) from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges. Any endorsement of any Security in global form to reflect
the amount, or any increase or decrease in the amount, or changes in the rights
of Holders, of Outstanding Securities represented thereby shall be made in such
manner and by such Person or Persons as shall be specified therein or in the
Company Order to be delivered pursuant to Section 3.3 or 3.4 with respect
thereto. Subject to the provisions of Section 3.3 and, if applicable,
Section 3.4, the Trustee shall deliver and redeliver, in each case at the
Company’s expense, any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 3.3 or
3.4 has been, or simultaneously is, delivered, any instructions by the Company
with respect to a Security in global form shall be in writing but need not be
accompanied by or contained in an Officer’s Certificate and need not be
accompanied by an Opinion of Counsel.


 


Notwithstanding the
provisions of Section 3.7, unless otherwise specified in or pursuant to
this Indenture or any Securities, payment of principal of, any premium and
interest on, and any Additional Amounts in respect of, any Security in
temporary or permanent global form shall be made to the Person or Persons
specified therein.


 


Notwithstanding
the provisions of Section 3.8 and except as provided in the preceding
paragraph, the Company, the Guarantor, the Trustee and any agent of the
Company, the Guarantor or the Trustee shall treat as the Holder of such
principal amount of Outstanding Securities represented by a global Security (i)
in the case of a global Security in registered form, the Holder of such global
Security in registered form, or (ii) in the case of a global Security in bearer
form, the Person or Persons specified pursuant to Section 3.1.


 


ARTICLE 3



THE SECURITIES


 


SECTION 3.1         Amount
Unlimited; Issuable in Series.


 


The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited. The Securities may be issued in one or more series.


 


With respect to any
Securities to be authenticated and delivered hereunder, there shall be
established in or pursuant to a Board Resolution and set forth in an Officer’s
Certificate, or established in one or more indentures supplemental hereto,


 

















 


(1)           the
title of such Securities and the series in which such Securities shall be
included;


 


(2)           any limit upon the
aggregate principal amount of the Securities of such title or the Securities of
such series which may be authenticated and
delivered under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of such series pursuant to Section 3.4, 3.5, 3.6, 9.5 or
11.7, upon repayment in part of any Registered Security of such series pursuant
to Article 13, upon surrender in part of any Registered Security for
conversion into other securities of the Company or exchange for securities of
the Guarantor or another issuer pursuant to its terms, or pursuant to or as
contemplated by the terms of such Securities);


 


(3)           if such Securities are
to be issuable as Registered Securities, as Bearer Securities or alternatively
as Bearer Securities and Registered Securities,
and whether the Bearer Securities are to be issuable with Coupons, without
Coupons or both, and any restrictions applicable to the offer, sale or delivery
of the Bearer Securities and the terms, if any, upon which Bearer Securities
may be exchanged for Registered Securities and vice versa;


 


(4)           whether and when any of
such Securities are to be issuable in global form and (i) whether such Securities are to be issued in
temporary or permanent global form or both, (ii) whether beneficial owners of
interests in any such global Security may exchange such interests for
Securities of the same series and of like tenor and of any authorized form and
denomination, and the circumstances under which any such exchanges may occur,
if other than in the manner specified in Section 3.5, and (iii) the name
of the Depository or the U.S. Depository, as the case may be, with respect to
any such global Security;


 


(5)           if any of such
Securities are to be issuable as Bearer Securities or in global form, the date
as of which any such Bearer Security or global Security shall be dated (if
other than the date of original issuance of the first of such Securities to be
issued);


 


(6)           if any of such
Securities are to be issuable as Bearer Securities, whether interest in respect
of any portion of a temporary Bearer Security in global form payable in respect
of an Interest Payment Date therefor prior to the exchange, if any, of such
temporary Bearer Security for definitive
Securities shall be paid to any clearing organization with respect to the
portion of such temporary Bearer Security held for its account and, in such
event, the terms and conditions (including any certification requirements) upon
which any such interest payment received by a clearing organization will be
credited to the Persons entitled to interest payable on such Interest Payment
Date;


 


(7)           the date or dates, or
the method or methods, if any, by which such date or dates shall be determined,
on which the principal and premium (if any) of such Securities are payable;


 

















 


(8)           the rate or rates at
which such Securities shall bear interest, if any, or the method or methods, if
any, by which such rate or rates are to
be determined, the date or dates, if any, from which such interest shall accrue
or the method or methods, if any, by which such date or dates are to be
determined, the Interest Payment Dates, if any, on which such interest shall be
payable and the Regular Record Date, if any, for the interest payable on
Registered Securities on any Interest Payment Date, whether and under what
circumstances Additional Amounts on such Securities or any of them shall be
payable, the notice, if any, to Holders regarding the determination of interest
on a floating rate Security and the manner of giving such notice, and the basis
upon which interest shall be calculated if other than that of a 360-day year of
twelve 30-day months;


 


(9)           if in addition to or
other than the Borough of Manhattan, The City of New York, the place or places
where the principal of, any premium and
interest on or any Additional Amounts with respect to such Securities shall be
payable, any of such Securities that are Registered Securities may be
surrendered for registration of transfer or exchange, any of such Securities
may be surrendered for conversion or exchange and notices or demands to or upon
the Company or the Guarantor in respect of such Securities and this Indenture
may be served, the extent to which, or the manner in which, any interest
payment or Additional Amounts on a global Security on an Interest Payment Date,
will be paid and the manner in which any principal of or premium, if any, on
any global Security will be paid;


 


(10)         whether any of such
Securities are to be redeemable at the option of the Company and, if so, the
date or dates on which, the period or
periods within which, the price or prices at which and the other terms and
conditions upon which such Securities may be redeemed, in whole or in part, at
the option of the Company;


 


(11)         whether the Company is
obligated to redeem or purchase any of such Securities pursuant to any sinking
fund or analogous provision or at the
option of any Holder thereof and, if so, the date or dates on which, the period
or periods within which, the price or prices at which and the other terms and
conditions upon which such Securities shall be redeemed or purchased, in whole
or in part, pursuant to such obligation, and any provisions for the remarketing
of such Securities so redeemed or purchased;


 


(12)         if other than
denominations of $1,000 and any integral
multiple thereof, the denominations in which any of such Securities that
are Registered Securities shall be issuable;


 


(13)         any of such Securities
that are Bearer Securities shall be issuable if other than the denomination of
$5,000;


 


(14)         whether the Securities of
the series will be convertible into other securities of the Company and/or
exchangeable for securities of the Guarantor
or another issuer, and if so, the terms and conditions upon which such
Securities will be so convertible or exchangeable, and any deletions from or
modifications or additions to this Indenture to


 

















 


permit or to facilitate the issuance of such
convertible or exchangeable Securities or the administration thereof;


 


(15)         if other than the
principal amount thereof, the portion of the principal amount of any of such
Securities that shall be payable upon declaration
of acceleration of the Maturity thereof pursuant to Section 5.2 or the
method by which such portion is to be determined;


 


(16)         if other than Dollars,
the Foreign Currency in which payment of the principal of, any premium or
interest on or any Additional Amounts with
respect to any of such Securities shall be payable;


 


(17)         if the principal of, any
premium or interest on or any Additional Amounts with respect to any of such
Securities are to be payable, at the election of the Company or a Holder
thereof or otherwise, in Dollars or in a Foreign Currency other than that in
which such Securities are stated to be
payable, the date or dates on which, 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 which
such Securities are stated to be payable and the Currency in which such
Securities or any of them are to be paid pursuant to such election, and any
deletions from or modifications of or additions to the terms of this Indenture
to provide for or to facilitate the issuance of Securities denominated or
payable, at the election of the Company or a Holder thereof or otherwise, in a
Foreign Currency;


 


(18)         whether the amount of
payments of principal of, any premium or interest on or any Additional Amounts
with respect to such Securities may be
determined with reference to an index, formula or other method or methods
(which index, formula or method or methods may be based, without limitation, on
one or more Currencies, commodities, equity securities, 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;


 


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


 


(20)         whether either or both of
Section 4.2(2) relating to defeasance or Section 4.2(3) relating to
covenant defeasance shall not be applicable to the Securities of such series, or any covenants in addition to those
specified in Section 4.2(3) relating to the Securities of such series
which shall be subject to covenant defeasance, and any deletions from, or
modifications or additions to, the provisions of Article 4 in respect of
the Securities of such series;


 

















 


(21)         whether any of such
Securities are to be issuable upon the exercise of warrants, and the time,
manner and place for such Securities to
be authenticated and delivered;


 


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


 


(23)         if there is more than one
Trustee, the identity of the Trustee and, if not the Trustee, the identity of
each Security Registrar, Paying Agent or
Authenticating Agent with respect to such Securities;


 


(24)         any terms applicable to
Original Issue Discount (as that term is defined in the Internal Revenue Code
of 1986, as amended, and the regulations thereunder), if any, including the
rate or rates at which such Original Issue Discount, if any, shall accrue;


 


(25)         any proposed listing on
any national or foreign securities exchange of the Securities of the series;
and


 


(26)         any
other terms of such Securities and any other deletions from or modifications or
additions to this Indenture in respect of such Securities.  All Securities of
any one series and all Coupons, if any, appertaining to Bearer Securities of
such series shall be substantially identical except as to Currency of payments
due thereunder, denomination and the rate of interest thereon, or method of
determining the rate of interest, if any, Maturity, and the date from which
interest, if any, shall accrue and except as may otherwise be provided by the
Company in or pursuant to the Board Resolution and set forth in the Officer’s
Certificate or in any indenture or indentures supplemental hereto pertaining to
such series of Securities. The terms of the Securities of any series may provide,
without limitation, that the Securities shall be authenticated and delivered by
the Trustee on original issue from time to time upon written order of persons
designated in the Officer’s Certificate or supplemental indenture and that such
persons are authorized to determine, consistent with such Officer’s Certificate
or any applicable supplemental indenture, such terms and conditions of the
Securities of such series as are specified in such Officer’s Certificate or
supplemental indenture. All Securities of any one series need not be issued at
the same time and, unless otherwise so provided, a series may be reopened for
issuances of additional Securities of such series or to establish additional terms
of such series of Securities.


 


All Securities of any one
series shall be substantially identical except as to denomination and except as
may otherwise be provided in or pursuant to the Board Resolution referred to
above and (subject to Section 3.3) set forth in the Officer’s Certificate
or in any such indenture supplemental hereto.


 

















 


If any of the terms of the Securities of any
series shall be established by action taken by or pursuant to a Board
Resolution, the Board Resolution shall be delivered to the Trustee at or prior
to the delivery of the Officer’s Certificate setting forth the terms of such
series.


 


SECTION 3.2         Currency;
Denominations.


 


Unless otherwise provided
in or pursuant to this Indenture, the principal of, any premium and interest on
and any Additional Amounts with respect to the Securities shall be payable in
Dollars. Unless otherwise provided in or pursuant to this Indenture, Registered
Securities denominated in Dollars shall be issuable in registered form without
Coupons in denominations of $1,000 and any integral multiple thereof, and the Bearer
Securities denominated in Dollars shall be issuable in the denomination of
$5,000. Securities not denominated in Dollars shall be issuable in such
denominations as are established with respect to such Securities in or pursuant
to this Indenture.


 


SECTION 3.3         Execution,
Authentication, Delivery and Dating.


 


Securities shall be
executed on behalf of the Company by its Chairman of the Board, a Vice
Chairman, its President, its Treasurer or a Vice President under its corporate
seal reproduced thereon and attested by its Secretary or one of its Assistant
Secretaries. Coupons shall be executed on behalf of the Company by the
Treasurer or any Assistant Treasurer of the Company. The signature of any of
these officers on the Securities or any Coupons appertaining thereto may be
manual or facsimile.


 


Securities and any
Coupons appertaining thereto bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company and the Guarantor, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Securities and Coupons or did not hold such offices at the date of
original issuance of such Securities or Coupons.


 


At any time and from time
to time after the execution and delivery of this Indenture, the Company may
deliver Securities, together with any Coupons appertaining thereto, executed by
the Company, to the Trustee for authentication and, provided that the Board
Resolution and Officer’s Certificate or supplemental indenture or indentures
with respect to such Securities referred to in Section 3.1 and a Company
Order for the authentication and delivery of such Securities have been
delivered to the Trustee, the Trustee in accordance with the Company Order and
subject to the provisions hereof and of such Securities shall authenticate and
deliver such Securities. In authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities
and any Coupons appertaining thereto, the Trustee shall be entitled to receive,
and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act)
shall be fully protected in relying upon,


 


(1)           an
Opinion of Counsel to the effect that:


 

















 


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


 


(b)           all
conditions precedent to the authentication and delivery of such Securities and
Coupons, if any, appertaining thereto, have been complied with and that such
Securities and Coupons, when completed by appropriate insertions, executed
under the Company’s corporate seal and
attested by duly authorized officers of the Company, delivered by duly
authorized officers of the Company to the Trustee for authentication pursuant
to this Indenture, and authenticated and delivered by the Trustee and issued by
the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute legally valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms,
except as enforcement thereof may be subject to or limited by bankruptcy,
insolvency, reorganization, moratorium, arrangement, fraudulent conveyance,
fraudulent transfer or other similar laws relating to or affecting creditors’
rights generally, and subject to general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law) and will
entitle the Holders thereof to the benefits of this Indenture, including the
Guarantee; such Opinion of Counsel need express no opinion as to the
availability of equitable remedies;


 


(c) all laws and requirements in respect of the
execution and delivery by the Company of such Securities and Coupons, if any,
have been complied with;
and


 


(d) this Indenture has been qualified under the Trust
Indenture Act; and


 


(2)           an Officer’s
Certificate and a Guarantor’s Officer’s Certificate, in each case stating that,
to the best knowledge of the Persons executing such certificate, all conditions
precedent to the execution, authentication and delivery of such Securities and
Coupons, if any, appertaining thereto,
have been complied with, and no event which is, or after notice or lapse of
time would become, an Event of Default with respect to any of the Securities
shall have occurred and be continuing. 
If all the Securities of any series are not to be issued at one time, it
shall not be necessary to deliver an Opinion of Counsel and an Officer’s
Certificate and Guarantor’s Officer’s Certificate at the time of issuance of
each Security, but such opinion and certificates, with appropriate
modifications, shall be delivered at or before the time of issuance of the
first Security of such series. After any such first delivery, any separate
written request by an Authorized Officer of the Company or any person
designated in writing by an Authorized Officer that the Trustee authenticate
and deliver Securities of such series for original issue will be deemed to be a
certification by the Company and the Guarantor that all conditions precedent
provided for in this Indenture relating to authentication and delivery of such
Securities continue to have been complied with and that no Event of Default with
respect to any of the Securities has occurred or is continuing.


 

















 


The Trustee shall not be required to authenticate or to cause an
Authenticating Agent to authenticate any Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee’s own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee or if the Trustee,
being advised by counsel, determines that such action may not lawfully be taken.


 


Each Registered Security shall be dated the date of its authentication.
Each Bearer Security and any Bearer Security in global form shall be dated as
of the date specified in or pursuant to this Indenture.


 


No Security or Coupon appertaining thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose, unless
there appears on such Security a certificate of authentication substantially in
the form provided for in Section 2.2 or 6.11 executed by or on behalf of
the Trustee or by the Authenticating Agent by the manual signature of one of its authorized officers. Such certificate upon
any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. Except as
permitted by Section 3.6 or 3.7, the Trustee shall not authenticate and
deliver any Bearer Security unless all Coupons appertaining thereto then
matured have been detached and cancelled.


 


SECTION 3.4         Temporary Securities.


 


Pending the preparation
of definitive Securities, the Company may execute and deliver to the Trustee
and, upon Company Order, the Trustee shall authenticate and deliver, in the
manner provided in Section 3.3, temporary Securities in lieu thereof which
are printed, lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued, in registered form or, if
authorized in or pursuant to this Indenture, in bearer form with one or more
Coupons or without Coupons and with such appropriate insertions, omissions,
substitutions and other variations as the officers of the Company executing
such Securities may determine, as conclusively evidenced by their execution of
such Securities. Such temporary Securities may be in global form.


 


Except
in the case of temporary Securities in global form, which shall be exchanged in
accordance with the provisions thereof, if temporary Securities are issued, the
Company shall cause definitive Securities to be prepared without unreasonable
delay. After the preparation of definitive Securities of the same series and
containing terms and provisions that are identical to those of any temporary
Securities, such temporary Securities shall be exchangeable for such definitive
Securities upon surrender of such temporary Securities at an Office or Agency
for such Securities, without charge to any Holder thereof. Upon surrender for
cancellation of any one or more temporary Securities (accompanied by any
unmatured Coupons appertaining thereto), the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of authorized denominations of the same series
and containing identical terms and provisions; provided, however, that no
definitive Bearer Security, except as provided in or pursuant to this
Indenture, shall be delivered in exchange for a temporary Registered Security;
and provided, further, that a definitive Bearer Security shall be


 

















 


delivered in exchange for
a temporary Bearer Security only in compliance with the conditions set forth in
or pursuant to this Indenture. Unless otherwise provided in or pursuant to this
Indenture with respect to a temporary global Security, until so exchanged the
temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series.


 


SECTION 3.5         Registration, Transfer
and Exchange.


 


With respect to the Registered
Securities of each series, if any, the Company shall cause to be kept a
register (each such register being herein sometimes referred to as the
“Security Register”) at an Office or Agency for such series in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of the Registered Securities of such series and of
transfers of the Registered Securities of such series. Such Office or Agency
shall be the “Security Registrar” for that series of Securities. Unless
otherwise specified in or pursuant to this Indenture or the Securities, the
Trustee shall be the initial Security Registrar for each series of Securities. The Company shall
have the right to remove and replace from time to time the Security Registrar
for any series of Securities; provided that no such removal or replacement
shall be effective until a successor Security Registrar with respect to such
series of Securities shall have been appointed by the Company and shall have
accepted such appointment by the Company. In the event that the Trustee shall
not be or shall cease to be Security Registrar with respect to a series of
Securities, it shall have the right to examine the Security Register for such
series at all reasonable times. There shall be only one Security Register for
each series of Securities.


 


Upon surrender for
registration of transfer of any Registered Security of any series at any Office
or Agency for such series, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Registered Securities of the same series
denominated as authorized in or pursuant to this Indenture, of a like aggregate
principal amount bearing a number not contemporaneously outstanding and
containing identical terms and provisions.


 


At the option of the
Holder, Registered Securities of any series may be exchanged for other
Registered Securities of the same series containing identical terms and
provisions, in any authorized denominations, and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at any Office or
Agency for such series. Whenever any Registered Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Registered Securities which the Holder making the exchange is
entitled to receive.


 


If provided in or
pursuant to this Indenture, with respect to Securities of any series, at the
option of the Holder, Bearer Securities of such series may be exchanged for
Registered Securities of such series containing identical terms, denominated as
authorized in or pursuant to this Indenture and in the same aggregate principal
amount, upon surrender of the Bearer Securities to be exchanged at any Office
or Agency for such series, with all unmatured Coupons and all matured Coupons
in default thereto appertaining. If the Holder of a Bearer Security is unable
to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in
default,


 

















 


such exchange may be
effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Company, the Guarantor and the Trustee in an amount equal to
the face amount of such missing Coupon or Coupons, or the surrender of such
missing Coupon or Coupons may be waived by the Company, the Guarantor and the
Trustee if there is furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the
Holder of such Bearer Security shall surrender to any Paying Agent any such
missing Coupon in respect of which such a payment shall have been made, such
Holder shall be entitled to receive the amount of such payment; provided,
however, that, except as otherwise provided in Section 10.2, interest
represented by Coupons shall be payable only upon presentation and surrender of
those Coupons at an Office or Agency for such series located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such Office or Agency for such series in exchange for a
Registered Security of such series and like tenor after the close of business
at such Office or Agency on (i) any Regular Record Date and before the opening
of business at such Office or Agency on the next succeeding Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at
such Office or Agency on the related date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the Coupon relating to such
Interest Payment Date or proposed date of payment, as the case may be (or, if
such Coupon is so surrendered with such Bearer Security, such Coupon shall be
returned to the Person so surrendering the Bearer Security), and interest or
Defaulted Interest, as the case may be, shall not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of
the Registered Security issued in exchange for such Bearer Security, but shall
be payable only to the Holder of such Coupon when due in accordance with the
provisions of this Indenture.


 


If provided in or
pursuant to this Indenture with respect to Securities of any series, at the
option of the Holder, Registered Securities of such series may be exchanged for
Bearer Securities upon such terms and conditions as may be provided in or
pursuant to this Indenture with respect to such series.


 


Whenever any Securities
are surrendered for exchange as contemplated by the immediately preceding two
paragraphs, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.


 


Notwithstanding the
foregoing, except as otherwise provided in or pursuant to this Indenture, any
global Security shall be exchangeable for definitive Securities only if (i) the
Depository is at any time unwilling, unable or ineligible to continue as
depository and a successor depository is not appointed by the Company within 90
days of the date the Company is so informed in writing, (ii) the Company
executes and delivers to the Trustee a Company Order to the effect that such
global Security shall be so exchangeable, or (iii) an Event of Default has
occurred and is continuing with respect to the Securities. If the beneficial
owners of interests in a global Security are entitled to exchange such
interests for definitive Securities as the result of an event described in
clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary
delay but in any event not later than the earliest date on which such interests
may be so exchanged, the Company shall deliver to the Trustee definitive
Securities in such form and denominations as are required by or pursuant to
this Indenture, and of the same series, containing


 

















 


identical terms and in
aggregate principal amount equal to the principal amount of such global
Security, executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such global Security shall be surrendered from
time to time by the U.S. Depository or such other Depository as shall be
specified in the Company Order with respect thereto, and in accordance with
instructions given to the Trustee and the U.S. Depository or such other
Depository, as the case may be (which instructions shall be in writing but need
not be contained in or accompanied by an Officer’s Certificate or be
accompanied by an Opinion of Counsel), as shall be specified in the Company
Order with respect thereto to the Trustee, as the Company’s agent for such
purpose, to be exchanged, in whole or in part, for definitive Securities as
described above without charge. The Trustee shall authenticate and make
available for delivery, in exchange for each portion of such surrendered global
Security, a like aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of
such global Security to be exchanged, which (unless such Securities are not
issuable both as Bearer Securities and as Registered Securities, in which case
the definitive Securities exchanged for the global Security shall be issuable
only in the form in which the Securities are issuable, as provided in or
pursuant to this Indenture) shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, as shall be specified by the
beneficial owner thereof, but subject to the satisfaction of any certification
or other requirements to the issuance of Bearer Securities; provided, however,
that no such exchanges may occur during a period beginning at the opening of
business 15 days before any selection of Securities of the same series to be
redeemed and ending on the relevant Redemption Date; and provided, further,
that (unless otherwise provided in or pursuant to this Indenture) no Bearer
Security delivered in exchange for a portion of a global Security shall be
mailed or otherwise delivered to any location in the United States. Promptly
following any such exchange in part, such global Security shall be returned by
the Trustee to such Depository or the U.S. Depository, as the case may be, or
such other Depository or U.S. Depository referred to above in accordance with
the instructions of the Company referred to above. If a Registered Security is
issued in exchange for any portion of a global Security after the close of
business at the Office or Agency for such Security where such exchange occurs
on or after (i) any Regular Record Date for such Security and before the
opening of business at such Office or Agency on the next succeeding Interest
Payment Date, or (ii) any Special Record Date for such Security and before the
opening of business at such Office or Agency on the related proposed date for
payment of interest or Defaulted Interest, as the case may be, interest shall
not be payable on such Interest Payment Date or proposed date for payment, as
the case may be, in respect of such Registered Security, but shall be payable
on such Interest Payment Date or proposed date for payment, as the case may be,
only to the Person to whom interest in respect of such portion of such global
Security shall be payable in accordance with the provisions of this Indenture.


 


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


 


Every Registered Security
presented or surrendered for registration of transfer or for exchange or
redemption shall (if so required by the Company or the Security Registrar for
such Security) be duly endorsed, or be accompanied by a written instrument of
transfer in form


 

















 


satisfactory to the
Company and the Security Registrar for such Security duly executed by the
Holder thereof or his attorney duly authorized in writing.


 


No service charge shall
be made for any registration of transfer or exchange, or redemption of
Securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge and any other expenses (including fees and
expenses of the Trustee) that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 3.4, 9.5 or 11.7 not involving any transfer.


 


Except as otherwise
provided in or pursuant to this Indenture, the Company shall not be required
(i) to issue, register the transfer of or exchange any Securities during a
period beginning at the opening of business 15 days before the day of mailing
of a notice of redemption of Securities of like tenor and the same series under
Section 11.3 and ending at the close of business on the day of such
mailing, or (ii) to register the transfer of or exchange any Registered
Security selected for redemption in whole or in part, except in the case of any
Security to be redeemed in part, the portion thereof not to be redeemed, or
(iii) to exchange any Bearer Security selected for redemption except, to the
extent provided with respect to such Bearer Security, that such Bearer Security
may be exchanged for a Registered Security of like tenor and the same series,
provided that such Registered Security shall be immediately surrendered for
redemption with written instruction for payment consistent with the provisions
of this Indenture or (iv) to issue, register the transfer of or exchange any
Security which, in accordance with its terms, has been surrendered for
repayment at the option of the Holder, except the portion, if any, of such
Security not to be so repaid.


 


SECTION 3.6         Mutilated, Destroyed,
Lost and Stolen Securities.  


 


If any mutilated Security
or a Security with a mutilated Coupon appertaining to it is surrendered to the
Trustee, subject to the provisions of this Section 3.6, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series containing identical terms and of like principal
amount and bearing a number not contemporaneously outstanding, with Coupons
appertaining thereto corresponding to the Coupons, if any, appertaining to the
surrendered Security.


 


If there be delivered to
the Company, the Guarantor and the Trustee (i) evidence to their satisfaction
of the destruction, loss or theft of any Security or Coupon, and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of either of them harmless, then, in the absence of notice to the Company,
the Guarantor or the Trustee that such Security or Coupon has been acquired by
a bona fide purchaser, the Company shall execute and, upon the Company’s
request the Trustee shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Security or in exchange for
the Security to which a destroyed, lost or stolen Coupon appertains with all
appurtenant Coupons not destroyed, lost or stolen, a new Security of the same
series containing identical terms and of like principal amount and bearing a
number not contemporaneously outstanding, with Coupons appertaining thereto
corresponding to the Coupons, if any, appertaining to such destroyed, lost or
stolen Security or to the Security to which such destroyed, lost or stolen
Coupon appertains.


 

















 


Notwithstanding the
foregoing provisions of this Section 3.6, in case any mutilated,
destroyed, lost or stolen Security or Coupon has become or is about to become
due and payable, the Company in its discretion may, instead of issuing a new
Security, pay such Security or Coupon; provided, however, that payment of
principal of, any premium or interest on or any Additional Amounts with respect
to any Bearer Securities shall, except as otherwise provided in
Section 10.2, be payable only at an Office or Agency for such Securities
located outside the United States and, unless otherwise provided in or pursuant
to this Indenture, any interest on Bearer Securities and any Additional Amounts
with respect to such interest shall be payable only upon presentation and
surrender of the Coupons appertaining thereto.


 


Upon the issuance of any
new Security under this Section 3.6, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith.


 


Every new Security, with
any Coupons appertaining thereto issued pursuant to this Section 3.6 in
lieu of any destroyed, lost or stolen Security, or in exchange for a Security
to which a destroyed, lost or stolen Coupon appertains shall constitute a
separate obligation of the Company and the Guarantor, whether or not the
destroyed, lost or stolen Security and Coupons appertaining thereto or the destroyed,
lost or stolen Coupon shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of such series and any Coupons, if any, duly
issued hereunder.


 


The
provisions of this Section 3.6, as amended or supplemented pursuant to
this Indenture with respect to particular Securities or generally, shall be
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or Coupons.


 


SECTION 3.7         Payment of Interest
and Certain Additional Amounts; Rights to Interest and Certain Additional
Amounts Preserved.


 


Unless otherwise provided
in or pursuant to this Indenture, any interest on and any Additional Amounts
with respect to any Registered Security which shall be payable, and are
punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name such Security (or one or more Predecessor
Securities) is registered as of the close of business on the Regular Record
Date for such interest.


 


Unless otherwise provided
in or pursuant to this Indenture, any interest on and any Additional Amounts
with respect to any Registered Security which shall be payable, but shall not
be punctually paid or duly provided for, on any Interest Payment Date for such
Registered Security (herein called “Defaulted Interest”) shall forthwith cease
to be payable to the Holder thereof on the relevant Regular Record Date by
virtue of having been such Holder; and such Defaulted Interest may be paid by
the Company or the Guarantor, at its election in each case, as provided in
Clause (1) or (2) below:


 

















 


(1)           The Company or the
Guarantor, as the case may be, may elect to make payment of any Defaulted
Interest to the Person in whose name such Registered
Security (or a Predecessor Security thereof) shall be registered at the close
of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed by the Company in the following manner. The
Company or the Guarantor, as the case may be, shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on such
Registered Security, the Special Record Date therefor and the date of the
proposed payment, and at the same time the Company or the Guarantor, as the
case may be, 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 on or
prior to the date of the proposed payment, such money when so deposited to be
held in trust for the benefit of the Person entitled to such Defaulted Interest
as in this Clause provided. The Special Record Date for the payment of such
Defaulted Interest 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
notification to the Trustee of the proposed payment. The Trustee shall, in the
name and at the expense of the Company or the Guarantor, cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to the Holder of such
Registered Security (or a Predecessor Security thereof) at his address as it
appears in the Security Register not less than 10 days prior to such Special
Record Date.  The Trustee may, in its
discretion, in the name and at the expense of the Company or the Guarantor,
cause a similar notice to be published at least once in an Authorized Newspaper
of general circulation in the Borough of Manhattan, The City of New York, but
such publication shall not be a condition precedent to the establishment of such
Special Record Date.  Notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor having been mailed as aforesaid, such Defaulted Interest shall be paid
to the Person in whose name such Registered Security (or a Predecessor Security
thereof) shall be registered at the close of business on such Special Record
Date and shall no longer be payable pursuant to the following clause (2).


 


(2)           The Company or the
Guarantor, as the case may be, may make payment of any Defaulted Interest in
any other lawful manner not inconsistent with the requirements of any
securities exchange on which such Security may be listed, and upon such notice
as may be required by such exchange, if,
after notice given by the Company or the Guarantor, as the case may be, to the
Trustee of the proposed payment pursuant to this Clause, such payment shall be
deemed practicable by the Trustee. 
Unless otherwise provided in or pursuant to this Indenture or the
Securities of any particular series pursuant to the provisions of this
Indenture, at the option of the Company or the Guarantor, interest on
Registered Securities that bear interest may be paid by mailing a check to the
address of the Person entitled thereto as such address shall appear in the
Security Register or by transfer to an account maintained by the payee with a
bank located in the United States.


 


Subject to the foregoing provisions of this Section and
Section 3.5, each Security delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu


 

















 


of any other Security shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Security.


 


In the case of any Registered Security of any series that is
convertible into other securities of the Company or exchangeable for securities
of the Guarantor or another issuer, which Registered Security is converted or exchanged after any Regular
Record Date and on or prior to the next succeeding Interest Payment Date (other
than any Registered Security with respect to which the Stated Maturity is prior
to such Interest Payment Date), interest with respect to which the Stated
Maturity is on such Interest Payment Date shall be payable on such Interest
Payment Date notwithstanding such conversion or exchange, and such interest
(whether or not punctually paid or duly provided for) shall be paid to the
Person in whose name that Registered Security (or one or more predecessor
Registered Securities) is registered at the close of business on such Regular Record
Date. Except as otherwise expressly provided in the immediately preceding
sentence, in the case of any Registered Security which is converted or
exchanged, interest with respect to which the Stated Maturity is after the date
of conversion or exchange of such Registered Security shall not be payable.


 


SECTION 3.8         Persons Deemed Owners.


 


Prior to due presentment
of a Registered Security for registration of transfer, the Company, the
Guarantor, the Trustee and any agent of the Company or the Guarantor or the
Trustee may treat the Person in whose name such Registered Security is
registered in the Security Register as the owner of such Registered Security
for the purpose of receiving payment of principal of, any premium and (subject
to Sections 3.5 and 3.7) interest on and any Additional Amounts with respect to
such Registered Security and for all other purposes whatsoever, whether or not
any payment with respect to such Registered Security shall be overdue, and none
of the Company, the Guarantor, the Trustee or any agent of the Company, the
Guarantor or the Trustee shall be affected by notice to the contrary.


 


The Company, the
Guarantor, the Trustee and any agent of the Company, the Guarantor or the
Trustee may treat the bearer of any Bearer Security or the bearer of any Coupon
as the absolute owner of such Security or Coupon for the purpose of receiving
payment thereof or on account thereof and for all other purposes whatsoever,
whether or not any payment with respect to such Security or Coupon shall be overdue,
and none of the Company, the Guarantor, the Trustee or any agent of the
Company, the Guarantor or the Trustee shall be affected by notice to the
contrary.


 


No
Holder of any beneficial interest in any global Security held on its behalf by
a Depository shall have any rights under this Indenture with respect to such
global Security, and such Depository may be treated by the Company, the
Guarantor, the Trustee, and any agent of the Company, the Guarantor or the
Trustee as the owner of such global Security for all purposes whatsoever. None
of the Company, the Guarantor, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.


 

















 


SECTION 3.9         Cancellation.


 


All Securities and
Coupons surrendered for payment, redemption, registration of transfer, exchange
or conversion or for credit against any sinking fund payment shall, if
surrendered to any Person
other than the Trustee, be delivered to the Trustee, and any such Securities
and Coupons, as well as Securities and Coupons surrendered directly to the
Trustee for any such purpose, shall be cancelled promptly by the Trustee. The
Company or the Guarantor may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company or the Guarantor may have acquired in any manner whatsoever,
and all Securities so delivered shall be cancelled promptly by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by or
pursuant to this Indenture. All cancelled Securities and Coupons held by the
Trustee shall be disposed of by the Trustee in accordance with its customary
procedures.


 


SECTION 3.10       Computation of Interest.


 


Except as otherwise provided
in or pursuant to this Indenture or in any Security, interest on the Securities
shall be computed on the basis of a 360-day year of twelve 30-day months.


 


SECTION 3.11       CUSIP Numbers.


 


The Company in issuing
the Securities may use a “CUSIP”, “CINS”, or “ISIN” number (if then generally
in use), and the Company and the Trustee shall use such “CUSIP” “CINS”, or
“ISIN” number in notices of redemption or exchange as a convenience to Holders;
provided that any such notice shall state that no representation is made
as to the correctness of such “CUSIP” “CINS”, or “ISIN” number either as
printed on the Securities or as contained in any notice of redemption or
exchange and that reliance may be placed only on the other identification
numbers printed on the Securities; and provided, further, that failure to use
“CUSIP” “CINS”, or “ISIN” numbers in any notice of redemption or exchange shall
not affect the validity or sufficiency of such notice. The Company shall
promptly notify the Trustee of any change in “CUSIP” “CINS”, or “ISIN” number
for the Securities.


 


ARTICLE 4



SATISFACTION AND DISCHARGE OF INDENTURE


 


SECTION 4.1         Satisfaction and
Discharge.


 


Upon the direction of the
Company by a Company Order or of the Guarantor by a Guarantor Order, this
Indenture shall cease to be of further effect with respect to any series of
Securities specified in such Company Order or Guarantor Order and any Coupons
appertaining thereto, and the Trustee, on receipt of a Company Order or a
Guarantor Order, at the expense of the Company and the Guarantor, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
as to such series, when


 


(1)           either


 

















 


(a)                                  all
Securities of such series theretofore authenticated and delivered and all
Coupons appertaining thereto (other than (i) Coupons appertaining to Bearer
Securities of such series surrendered in exchange for Registered Securities of
such series and maturing after such
exchange whose surrender is not required or has been waived as provided in
Section 3.5, (ii) Securities and Coupons of such series which have been
destroyed, lost or stolen and which have been replaced or paid as provided in
Section 3.6, (iii) Coupons appertaining to Securities of such series
called for redemption and maturing after the relevant Redemption Date whose
surrender has been waived as provided in Section 11.7, and (iv) Securities
and Coupons of such series for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Company or the Guarantor
and thereafter repaid to the Company or the Guarantor, as the case may be, or
discharged from such trust, as provided in Section 10.3) have been
delivered to the Trustee for cancellation; or


 


(b)                                 all
Securities of such series and, in the case of (i) or (ii) below, any Coupons
appertaining thereto not theretofore delivered to the Trustee for cancellation
(i) have become due and payable, or (ii) will become due and payable at their
Stated Maturity within one year, or
(iii) if redeemable at the option of the Company, are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Company and the Guarantor, and the Company or the Guarantor, in
the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust for such purpose, money in
the Currency in which such Securities are payable in an amount sufficient to
pay and discharge the entire indebtedness on such Securities and any Coupons
appertaining thereto not theretofore delivered to the Trustee for cancellation,
including the principal of, any premium and interest on, and any Additional
Amounts with respect to such Securities and any Coupons appertaining thereto,
to the date of such deposit (in the case of Securities which have become due
and payable) or to the Maturity thereof, as the case may be;


 


(2)           the Company or the
Guarantor has paid or caused to be paid all other sums payable hereunder by the
Company and the Guarantor with respect to
the Outstanding Securities of such series and any Coupons appertaining thereto;
and


 

















 


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


 


In the event there are Securities of two or
more series hereunder, the Trustee shall be required to execute an instrument
acknowledging satisfaction and discharge of this Indenture only if requested to
do so with respect to Securities of such series as to which it is Trustee and
if the other conditions thereto are met.


 


Notwithstanding
the satisfaction and discharge of this Indenture with respect to any series of
Securities, the obligations of the Company and the Guarantor to the Trustee
under Section 6.6 and, if money shall have been deposited with the Trustee
pursuant to subclause (b) of clause (1) of this Section, the obligations of the
Company, the Guarantor and the Trustee with respect to the Securities of such
series under Sections 3.5, 3.6, 4.3, 10.2 and 10.3, with respect to the payment
of Additional Amounts, if any, with respect to such Securities as contemplated
by Sections 10.4 and 16.2 (but only to the extent that the Additional Amounts
payable with respect to such Securities exceed the amount deposited in respect
of such Additional Amounts pursuant to Section 4.1(1)(b)), and with
respect to any rights to convert or exchange such Securities into securities of
the Company or the Guarantor or another issuer shall survive.


 


SECTION 4.2         Defeasance and Covenant
Defeasance.


 


(1)           Unless pursuant to
Section 3.1, either or both of (i) defeasance of the Securities of or
within a series under clause (2) of this Section 4.2 shall not be applicable with respect to the Securities of such
series or (ii) covenant defeasance of the Securities of or within a series
under clause (3) of this Section 4.2 shall not be applicable with respect
to the Securities of such series, then such provisions, together with the other
provisions of this Section 4.2 (with such modifications thereto as may be
specified pursuant to Section 3.1 with respect to any Securities), shall
be applicable to such Securities and any Coupons appertaining thereto, and the
Company may at its option by Board Resolution, at any time, with respect to such
Securities and any Coupons appertaining thereto, elect to have
Section 4.2(2) or Section 4.2(3) be applied to such Outstanding
Securities and any Coupons appertaining thereto upon compliance with the
conditions set forth below in this Section 4.2.


 


(2)           Upon the Company’s
exercise of the above option applicable to this Section 4.2(2) with
respect to any Securities of or within a series, the Company and the Guarantor shall be deemed to have been discharged
from its obligations with respect to such Outstanding Securities and any
Coupons appertaining thereto and under the Guarantee in respect thereof,
respectively, on the date the conditions set forth in clause (4) of this
Section 4.2 are satisfied (hereinafter, “defeasance”). For this purpose,
such defeasance means that the Company or the Guarantor shall be deemed to have
paid and discharged the entire Indebtedness represented by such Outstanding
Securities and any Coupons appertaining thereto, and under the Guarantee in
respect thereof, which shall thereafter be deemed to be “Outstanding” only for
the purposes of clause (5) of this


 

















 


Section 4.2 and the other Sections of
this Indenture referred to in clauses (i) and (ii) below, and to have satisfied
all of its other obligations under such Securities and any Coupons appertaining
thereto, and under the Guarantee in respect thereof, and this Indenture insofar
as such Securities and any Coupons appertaining thereto, and the Guarantee in
respect thereof, are concerned (and the Trustee, at the expense of the Company
and the Guarantor, shall execute proper instruments acknowledging the same),
except for the following which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of such Outstanding Securities
and any Coupons appertaining thereto to receive, solely from the trust fund
described in clause (4) of this Section 4.2 and as more fully set forth in
such clause, payments in respect of the principal of (and premium, if any) and
interest, if any, on, and Additional Amounts, if any, with respect to, such
Securities and any Coupons appertaining thereto when such payments are due, and
any rights of such Holder to convert such Securities into other securities of
the Company or exchange such Securities for securities of the Guarantor or another
issuer, (ii) the obligations of the Company, the Guarantor and the Trustee with
respect to such Securities under Sections 3.5, 3.6, 10.2 and 10.3 and with
respect to the payment of Additional Amounts, if any, on such Securities as
contemplated by Sections 10.4 and 16.2 (but only to the extent that the
Additional Amounts payable with respect to such Securities exceed the amount
deposited in respect of such Additional Amounts pursuant to
Section 4.2(4)(a) below), and with respect to any rights to convert such
Securities into other securities of the Company or exchange such Securities for
securities of the Guarantor or another issuer, (iii) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (iv) this
Section 4.2. The Company may exercise its option under this
Section 4.2(2) notwithstanding the prior exercise of its option under
clause (3) of this Section 4.2 with respect to such Securities and any
Coupons appertaining thereto.


 


(3)           Upon the Company’s
exercise of the option to have this Section 4.2(3) apply with respect to
any Securities of or within a series, the Company
and the Guarantor shall be released from their obligations under Sections 10.5
and 10.6, and, to the extent specified pursuant to Section 3.1(19), any
other covenant applicable to such Securities, with respect to such Outstanding
Securities and any Coupons appertaining thereto, and the Guarantee in respect
thereof, on and after the date the conditions set forth in clause (4) of this
Section 4.2 are satisfied (hereinafter, “covenant defeasance”), and such
Securities and any Coupons appertaining thereto shall thereafter be deemed to
be not “Outstanding” for the purposes of any direction, waiver, consent or
declaration or Act of Holders (and the consequences of any thereof) in
connection with any such covenant, but shall continue to be deemed
“Outstanding” for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to such Outstanding Securities and any
Coupons appertaining thereto, the Company and the Guarantor may omit to comply
with, and shall have no liability in respect of, any term, condition or
limitation set forth in any such Section or such other covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
Section or such other covenant or by reason of reference in any such
Section or such other covenant to any other provision herein or in any
other document and such omission to comply shall not constitute a default or an
Event of Default under Section 5.1(5) or 5.1(10) or otherwise, as the case
may be, but,


 

















 


except as specified above, the remainder of
this Indenture and such Securities and Coupons appertaining thereto and the
Guarantee in respect thereof shall be unaffected thereby.


 


(4)           The following shall be
the conditions to application of clause (2) or (3) of this Section 4.2 to
any Outstanding Securities of or within a
series and any Coupons appertaining thereto and the Guarantee in respect
thereof:


 


(a)                                  The
Company or the Guarantor shall have irrevocably deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of
Section 6.7 who shall agree to comply with the provisions of this
Section 4.2 applicable to it) as
trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities and any Coupons appertaining thereto, (1) an
amount in Dollars or in such Foreign Currency in which such Securities and any
Coupons appertaining thereto are then specified as payable at Stated Maturity,
or (2) Government Obligations applicable to such Securities and Coupons
appertaining thereto (determined on the basis of the Currency in which such Securities
and Coupons appertaining thereto are then specified as payable at Stated
Maturity) which through the scheduled payment of principal and interest in
respect thereof in accordance with their terms will provide, not later than one
day before the due date of any payment of principal of (and premium, if any)
and interest, if any, on such Securities and any Coupons appertaining thereto,
money in an amount, or (3) a combination thereof, in any case, in an amount,
sufficient, without consideration of any reinvestment of such principal and
interest, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee (or
other qualifying trustee) to pay and discharge, (y) the principal of (and
premium, if any) and interest, if any, on such Outstanding Securities and any
Coupons appertaining thereto at the Stated Maturity of such principal or
installment of principal or premium or interest and (z) any mandatory sinking
fund payments or analogous payments applicable to such Outstanding Securities
and any Coupons appertaining thereto on the days on which such payments are due
and payable in accordance with the terms of this Indenture and of such
Securities and any Coupons appertaining thereto.


 

















 


(b)                                 Such
defeasance or covenant defeasance shall not result in a breach or violation of,
or constitute a default under, this Indenture or any other material agreement
or instrument to which the Company or the Guarantor is a party or by which
either of them is bound.


 


(c)                                  No
Event of Default or event which with notice or lapse of time or both would
become an Event of Default with respect to such Securities and any Coupons
appertaining thereto shall have occurred and be continuing on the date of such
deposit and, with respect to defeasance
only, at any time during the period ending on the 123rd day after the date of
such deposit (it being understood that this condition shall not be deemed
satisfied until the expiration of such period).


 


(d)                                 In
the case of an election under clause (2) of this Section 4.2, the Company
or the Guarantor shall have delivered to the Trustee an Opinion of Counsel
stating that (i) the company or the Guarantor has received from the Internal
Revenue Service a letter ruling, or
there has been published by the Internal Revenue Service a Revenue Ruling, or
(ii) since the date of execution of this Indenture, there has been a change in
the applicable Federal income tax law, in either case to the effect that, and
based thereon such opinion shall confirm that, the Holders of such Outstanding
Securities and any Coupons appertaining thereto will not recognize income, gain
or loss for Federal income tax purposes as a result of such defeasance and will
be subject to Federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such defeasance had not occurred.


 


(e)                                  In
the case of an election under clause (3) of this Section 4.2, the Company
or the Guarantor shall have delivered to the Trustee an Opinion of Counsel to
the effect that the Holders of such Outstanding Securities and any Coupons
appertaining thereto will not recognize
income, gain or loss for Federal income tax purposes as a result of such
covenant defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such covenant defeasance had not occurred.


 


(f)                                    The
Company or the Guarantor shall have delivered to the Trustee an Opinion of
Counsel to the effect that, after the


 

















 


123rd day after the date of deposit, all money and Government
Obligations (or other property as may be provided pursuant to Section 3.1)
(including the proceeds
thereof) deposited or caused to be deposited with the Trustee (or other
qualifying trustee) pursuant to this clause (4) to be held in trust will not be
subject to any case or proceeding (whether voluntary or involuntary) in respect
of the Company or the Guarantor under any Federal or State bankruptcy,
insolvency, reorganization or other similar law, or any decree or order for
relief in respect of the Company or the Guarantor issued in connection
therewith.


 


(g)                                 The
Company and the Guarantor shall have delivered to the Trustee an Officer’s
Certificate and a Guarantor’s Officer’s Certificate and the Company or the
Guarantor shall have delivered to the Trustee an Opinion of Counsel, each
stating that all conditions precedent to
the defeasance or covenant defeasance under clause (2) or (3) of this
Section 4.2 (as the case may be) have been complied with.


 


(h)                                 Notwithstanding
any other provisions of this Section 4.2(4), such defeasance or covenant
defeasance shall be effected in compliance with any additional or substitute
terms, conditions or limitations which may be imposed on the Company or the
Guarantor in connection therewith
pursuant to Section 3.1.


 


(5)           Unless otherwise
specified in or pursuant to this Indenture or any Security, if, after a deposit
referred to in Section 4.2(4)(a) has been made, (a) the Holder of a Security in respect of which such deposit
was made is entitled to, and does, elect pursuant to Section 3.1 or the
terms of such Security to receive payment in a Currency other than that in
which the deposit pursuant to Section 4.2(4)(a) has been made in respect
of such Security, or (b) a Conversion Event occurs in respect of the Foreign
Currency in which the deposit pursuant to Section 4.2(4)(a) has been made,
the indebtedness represented by such Security and any Coupons appertaining
thereto shall be deemed to have been, and will be, fully discharged and
satisfied through the payment of the principal of (and premium, if any), and
interest, if any, on, and Additional Amounts, if any, with respect to, such
Security as the same becomes due out of the proceeds yielded by converting
(from time to time as specified below in the case of any such election) the
amount or other property deposited in respect of such Security into the
Currency in which such Security becomes payable as a result of such election or
Conversion Event based on (x) in the case of payments made pursuant to clause
(a) above, the applicable market exchange rate for such Currency in effect on
the second Business Day prior to each payment date, or (y) with respect to a
Conversion Event, the applicable market exchange rate for such Foreign Currency
in effect (as nearly as feasible) at the time of the Conversion Event.


 

















 


The Company and the
Guarantor (without duplication) shall pay and indemnify the Trustee (or other
qualifying trustee, collectively for purposes of this Section 4.2(5) and
Section 4.3, the “Trustee”) against any tax, fee or other charge, imposed
on or assessed against the Government Obligations deposited pursuant to this Section 4.2
or the principal or interest received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of such
Outstanding Securities and any Coupons appertaining thereto.


 


Anything
in this Section 4.2 to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request, or the
Guarantor upon Guarantor Request, as the case may be, any money or Government
Obligations (or other property and any proceeds therefrom) held by it as
provided in clause (4) of this Section 4.2 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect a defeasance or
covenant defeasance, as applicable, in accordance with this Section 4.2.


 


SECTION 4.3         Application of Trust
Money.


 


Subject to the provisions
of the last paragraph of Section 10.3, all money and Government
Obligations (or other property as may be provided pursuant to Section 3.1)
(including the proceeds thereof) deposited with the Trustee pursuant to
Section 4.1 or 4.2 in respect of any Outstanding Securities of any series
and any Coupons appertaining thereto shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and any Coupons
appertaining thereto and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent
or the Guarantor acting as Paying Agent) as the Trustee may determine, to the
Holders of such Securities and any Coupons appertaining thereto of all sums due
and to become due thereon in respect of principal (and premium, if any) and
interest and Additional Amounts, if any; but such money and Government
Obligations need not be segregated from other funds except to the extent
required by law.


 


ARTICLE 5



REMEDIES


 


SECTION 5.1         Events
of Default.


 


“Event of Default,”
wherever used herein with respect to Securities of any series, means any one of
the following events (whatever the reason for such Event of Default and whether
it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body), unless such event is
specifically deleted or modified in or pursuant to the supplemental indenture,
Board Resolution or Officer’s Certificate establishing the terms of such Series
pursuant to this Indenture:


 

















 


(1)           default in the payment
of any interest on any Security of such series, or any Additional Amounts
payable with respect thereto, when such interest
becomes or such Additional Amounts become due and payable, and continuance of
such default for a period of 30 days; or


 


(2)           default in the payment
of the principal of or any premium on any Security of such series, or any
Additional Amounts payable with respect thereto,
when such principal or premium becomes or such Additional Amounts become due
and payable at their Maturity; or


 


(3)           default
by the Guarantor in the performance or breach of the covenant contained in
Section 8.1 or 10.7 and continuance of such default or breach for a period of
60 days after there has been given, by registered or certified mail, to the
Company and the Guarantor by the Trustee or to the Company, the Guarantor and
the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of such series, a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a
"Notice of Default" hereunder;


 


(4)           default in the deposit
of any sinking fund payment when and as due by the terms of a Security of such
series; or


 


(5)           default in the
performance, or breach, of any covenant or warranty of the Company or the
Guarantor in this Indenture or the Securities (other than a covenant or
warranty a default in the performance or the breach of which is elsewhere in
this Section specifically dealt with
or which has been expressly included in this Indenture solely for the benefit
of a series of Securities other than such series), and continuance of such
default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the Company and the Guarantor by the Trustee
or to the Company, the Guarantor and the Trustee by the Holders of at least 25%
in principal amount of the Outstanding Securities of such series, a written
notice specifying such default or breach and requiring it to be remedied and
stating that such notice is a “Notice of Default” hereunder; or


 


(6)           if any event of default
as defined in any mortgage, indenture or instrument under which there may be
issued, or by which there may be secured
or evidenced, any Indebtedness of the Company or the Guarantor (including, in
each case, an Event of Default under any other series of Securities), whether
such Indebtedness now exists or shall hereafter be created or incurred, shall
happen and shall consist of default in the payment of more than $50,000,000 in
principal amount of such Indebtedness at the maturity thereof (after giving
effect to any applicable grace period) or shall result in such Indebtedness in
principal amount in excess of $50,000,000 becoming or being declared due and
payable prior to the date on which it would otherwise become due and payable,
and such default shall not be cured or such acceleration shall not be rescinded
or annulled within a period of 30 days after there shall have been given, by
registered or certified mail, to the Company and the Guarantor by the Trustee
or to the Company, the Guarantor and the Trustee by the Holders of at least 25%
in principal amount of the Outstanding Securities of such series, a written
notice specifying such event of default and requiring the Company or the
Guarantor to cause such acceleration to be rescinded or annulled or to cause
such Indebtedness to be discharged and stating that such notice is a “Notice of
Default” hereunder; or


 


(7)           the Company or the
Guarantor shall fail within 60 days to pay, bond or otherwise discharge any
uninsured judgment or court order for the payment
of money in


 

















 


excess of $50,000,000, which is not stayed on
appeal or is not otherwise being appropriately contested in good faith; or


 


(8)           the
entry by a court having competent jurisdiction of:


 


(a)                                  a
decree or order for relief in respect of the Company or the Guarantor in an
involuntary proceeding under any applicable bankruptcy, insolvency, reorganization
(other than a reorganization under a foreign law that does not relate to
insolvency) or other similar law and
such decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or


 


(b)                                 a
decree or order adjudging the Company or the Guarantor to be insolvent, or
approving a petition seeking reorganization (other than a reorganization under
a foreign law that does not relate to insolvency), arrangement, adjustment or
composition of the Company or the
Guarantor and such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days; or


 


(c)                                  a
final and non-appealable order appointing a custodian, receiver, liquidator,
assignee, trustee or other similar official of the Company or the Guarantor of
any substantial part of the property of the Company or the Guarantor or
ordering the winding up or liquidation
of the affairs of the Company or the Guarantor; or


 


(d)                                 the
commencement by the Company or the Guarantor of a voluntary proceeding under
any applicable bankruptcy, insolvency, reorganization (other than a reorganization under a foreign law that does not relate to
insolvency) or other similar law or of a voluntary proceeding seeking to be
adjudicated insolvent or the consent by the Company or the Guarantor to the
entry of a decree or order for relief in an involuntary proceeding under any
applicable bankruptcy, insolvency, reorganization or other similar law or to
the commencement of any insolvency proceedings against it, or the filing by the
Company or the Guarantor of a petition or answer or consent seeking
reorganization, arrangement, adjustment or composition of the Company or relief
under any applicable law, or the consent by the Company or the Guarantor to the
filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee or similar official of the
Company or the Guarantor or any substantial part of the


 

















 


property of the Company or the Guarantor or
the making by the Company or the Guarantor of an assignment for the benefit of
creditors, or the taking of corporate action by the Company or the Guarantor in
furtherance of any such action;


 


(9)           any Guarantee shall for
any reason cease to be, or be asserted in writing by the Guarantor or the
Company not to be, in full force and effect, enforceable in accordance with its
terms; or


 


(10)         any other Event of
Default provided in or pursuant to this Indenture with respect to Securities of
such series.


 


SECTION 5.2         Acceleration of
Maturity; Rescission and Annulment.  


 


If an Event of Default
with respect to Securities of any series at the time Outstanding (other than an
Event of Default specified in clause (8) of Section 5.1) occurs and is
continuing, then the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of such series may declare the principal
of all the Securities of such series, or such lesser amount as may be provided
for in the Securities of such series, to be due and payable immediately, by a notice
in writing to the Company and the Guarantor (and to the Trustee if given by the
Holders), and upon any such declaration such principal or such lesser amount
shall become immediately due and payable.


 


If an Event of Default
specified in clause (8) of Section 5.1 occurs, all unpaid principal of and
accrued interest on the Outstanding Securities of that series (or such lesser
amount as may be provided for in the Securities of such series) shall ipso
facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder of any Security of that
series.


 


At
any time after a declaration of acceleration with respect to the Securities of
any series has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of not less than a majority in principal
amount of the Outstanding Securities of such series, by written notice to the
Company, the Guarantor and the Trustee, may rescind and annul such declaration
and its consequences if


 


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


 


(a)                                  all
overdue installments of any interest on and Additional Amounts with respect to
all Securities of such series and any Coupon appertaining thereto,


 


(b)                                 the
principal of and any premium on any Securities of such series which have become
due otherwise than by such declaration of acceleration and interest thereon and
any


 

















 


Additional Amounts with respect thereto at the rate or rates borne by
or provided for in such
Securities,


 


(c)                                  to
the extent that payment of such interest or Additional Amounts is lawful,
interest upon overdue installments of any interest and Additional Amounts at
the rate or rates borne by or provided for in such Securities, and


 


(d)                                 all
sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee
under Section 6.6; and


 


(2)           all Events of Default
with respect to Securities of such series, other than the non-payment of the
principal of, any premium and interest on,
and any Additional Amounts with respect to Securities of such series which
shall have become due solely by such declaration of acceleration, shall have
been cured or waived as provided in Section 5.13.  No such rescission shall affect any
subsequent default or impair any right consequent thereon.


 


SECTION 5.3         Collection of Indebtedness
and Suits for Enforcement by Trustee.


 


The Company and the
Guarantor each covenants, in each case, that if


 


(1)           default is made in the
payment of any installment of interest on or any Additional Amounts with
respect to any Security or any Coupon appertaining
thereto when such interest or Additional Amounts shall have become due and
payable and such default continues for a period of 30 days, or


 


(2)           default is made in the
payment of the principal of or any premium on any Security or any Additional
Amounts with respect thereto at their
Maturity, or,


 


(3)           default is made in the
payment of any sinking or purchase fund or analogous obligation when the same
becomes due by the terms of the Securities of any series;


 


(4)           the Company or the Guarantor, as the case may be, shall, upon demand of
the Trustee, pay to the Trustee, for the benefit of the Holders of such
Securities and any Coupons appertaining thereto, the whole amount of money then
due and payable with respect to such Securities and any Coupons appertaining
thereto, with interest upon the overdue principal, any premium and, to the
extent that payment of such interest shall be legally enforceable, upon any
overdue installments of interest and Additional Amounts at the rate or rates
borne by or provided for in such Securities, and, in addition thereto, such
further amount of money as shall be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel and all other amounts due
to the Trustee under Section 6.6.


 

















 


If the Company or the
Guarantor fails to pay the money it is required to pay the Trustee pursuant to
the preceding paragraph forthwith upon the demand of the Trustee, the Trustee,
in its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the money so due and unpaid, and may prosecute
such proceeding to judgment or final decree, and may enforce the same against the Company
or the Guarantor or any other obligor upon such Securities and any Coupons
appertaining thereto and collect the monies adjudged or decreed to be payable
in the manner provided by law out of the property of the Company or the
Guarantor or any other obligor upon such Securities and any Coupons
appertaining thereto, wherever situated.


 


If
an Event of Default with respect to Securities of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series and any
Coupons appertaining thereto 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 such Securities or in aid of the exercise of any power granted
herein or therein, or to enforce any other proper remedy.


 


SECTION 5.4         Trustee May File
Proofs of Claim.


 


In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company, the Guarantor or any other obligor upon the Securities of any
series or the property of the Company, the Guarantor or such other obligor or
their creditors, the Trustee (irrespective of whether the principal of the
Securities 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
on the Company or the Guarantor for the payment of any overdue principal,
premium, interest or Additional Amounts) shall be entitled and empowered, by
intervention in such proceeding or otherwise,


 


(1)           to file and prove a
claim for the whole amount, or such lesser amount as may be provided for in the
Securities of any applicable series, of
the principal and any premium, interest and Additional Amounts owing and unpaid
in respect of the Securities and any Coupons appertaining thereto and to file
such other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
or counsel) and of the Holders of Securities or any Coupons appertaining
thereto allowed in such judicial proceeding, and


 


(2)           to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such
judicial proceeding is hereby authorized by each Holder of Securities or any
Coupons to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders of
Securities or any Coupons, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances


 

















 


of the Trustee, its agents and counsel and any other amounts due the
Trustee under Section 6.6.


 


Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder of a Security or any
Coupon any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or Coupons or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder of a
Security or any Coupon in any such proceeding.


 


SECTION 5.5         Trustee May Enforce
Claims without Possession of Securities or Coupons.


 


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


 


SECTION 5.6         Application of Money
Collected.


 


Any money collected by
the Trustee pursuant to this Article shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal, or any premium, interest or
Additional Amounts, upon presentation of the Securities or Coupons, or both, as
the case may be, and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:


 


FIRST:  To the payment of all amounts due the
Trustee and any predecessor Trustee under Section 6.6;


 


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


 


THIRD: The balance, if
any, to the Person or Persons entitled thereto.


 


SECTION 5.7         Limitations on Suits.


 


No Holder of any Security
of any series or any Coupons appertaining thereto shall have any right to
institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless


 

















 


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


 


(2)           the Holders of not less
than 25% in principal amount of the Outstanding Securities of such series shall
have made written request to the Trustee
to institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;


 


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


 


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


 


(5)           no direction
inconsistent with such written request has been given to the Trustee during
such 60-day period by the Holders of a majority
in principal amount of the Outstanding Securities of such series;


 


it being understood and intended that no one
or more of such Holders shall have any right in any manner whatever by virtue
of, or by availing of, any provision of this Indenture or any Security to
affect, disturb or prejudice the rights of any other such Holders or Holders of
Securities of any other series, or to obtain or to seek to obtain priority or
preference over any other Holders or to enforce any right under this Indenture,
except in the manner herein provided and for the equal and ratable benefit of
all such Holders (it being further understood that the Trustee does not have an
affirmative duty to ascertain whether or not such actions or forbearances are
unduly prejudicial to any such Holder).


 


SECTION 5.8         Unconditional Right of
Holders to Receive Principal and any Premium, Interest and Additional Amounts.


 


Notwithstanding any other
provision in this Indenture, the Holder of any Security or Coupon shall have
the right, which is absolute and unconditional, to receive payment of the
principal of, any premium and (subject to Sections 3.5 and 3.7) interest on,
and any Additional Amounts with respect to such Security or payment of such
Coupon, as the case may be, on the respective Stated Maturity or Maturities
therefor specified in such Security or Coupon (or, in the case of redemption,
on the Redemption Date or, in the case of repayment at the option of such
Holder if provided in or pursuant to this Indenture, on the date such repayment
is due) and to institute suit for the enforcement of any such payment, and such
right shall not be impaired without the consent of such Holder.


 


SECTION 5.9         Restoration of Rights
and Remedies .


 


If the Trustee or any
Holder of a Security or a Coupon has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case the Company, the Guarantor, the
Trustee and each such Holder shall, subject to any determination in such
proceeding, be restored severally and respectively to their


 

















 


former positions
hereunder, and thereafter all rights and remedies of the Trustee and each such
Holder shall continue as though no such proceeding had been instituted.


 


SECTION 5.10       Rights and Remedies
Cumulative.


 


Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or Coupons in the last paragraph of Section 3.6,
no right or remedy herein conferred upon or reserved to the Trustee or to each
and every Holder of a Security or a Coupon is intended to be exclusive of any
other right or remedy, and every right and remedy, to the extent permitted by
law, shall be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not, to the extent permitted by law, prevent the concurrent assertion or employment
of any other appropriate right or remedy.


 


SECTION 5.11       Delay or Omission Not
Waiver.


 


No delay or omission of
the Trustee or of any Holder of any Security or Coupon to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or
to any Holder of a Security or a Coupon may be exercised from time to time, and
as often as may be deemed expedient, by the Trustee or by such Holder, as the
case may be.


 


SECTION 5.12       Control by Holders of
Securities.


 


The Holders of a majority
in principal amount of the Outstanding Securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee with respect to the Securities of such series and any Coupons
appertaining thereto, provided that (subject to Section 6.1 below)


 


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


 


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


 


(3)           such
direction is not unduly prejudicial to the rights of the other Holders of
Securities of such series not joining in such action.


 


SECTION 5.13       Waiver of Past Defaults.


 


The Holders of not less
than a majority in principal amount of the Outstanding Securities of any series
on behalf of the Holders of all the Securities of such series and any Coupons
appertaining thereto may waive any past default hereunder with respect to such
series and its consequences, except a default


 

















 


(1)           in the payment of the
principal of, any premium or interest on, or any Additional Amounts with
respect to, any Security of such series or any Coupons appertaining thereto, or


 


(2)           in respect of a
covenant or provision hereof which under Article 9 cannot be modified or
amended without the consent of the Holder of each Outstanding Security of such series affected.


 


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


 


SECTION 5.14       Waiver of Usury, Stay or
Extension Laws .  


 


The Company and the
Guarantor each covenants that (to the extent that it may lawfully do so) it
will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company and the Guarantor each
expressly waives (to the extent that it may lawfully do so) all benefit or
advantage of any such law and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had
been enacted.


 


SECTION 5.15       Undertaking for Costs.


 


All parties to this
Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Trustee for any action taken or omitted by it as
Trustee, the filing by any party litigant in such suit of any undertaking to
pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees and expenses, against
any party litigant in such suit having due regard to the merits and good faith
of the claims or defenses made by such party litigant; but the provisions of
this Section 5.15 shall not apply to any suit instituted by the Trustee,
to any suit instituted by any Holder, or group of Holders, holding in the
aggregate more than 10% in principal amount of Outstanding Securities of any
series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest, if any, on or
Additional Amounts, if any, with respect to any Security on or after the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date, and, in the case of repayment, on
or after the date for repayment) or for the enforcement of the right, if any,
to convert or exchange any Security into other securities in accordance with
its terms.


 

















 


ARTICLE 6



THE TRUSTEE


 


SECTION 6.1         Certain
Rights of Trustee.


 


Subject to Sections
315(a) through 315(d) of the Trust Indenture Act:


 


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


 


(2)           any request or
direction of the Company or of the Guarantor mentioned herein shall be
sufficiently evidenced by a Company Request or a Company Order or by a Guarantor Request or Guarantor Order, as the case
may be (in each case, other than delivery of any Security, together with any
Coupons appertaining thereto, to the Trustee for authentication and delivery
pursuant to Section 3.3 which shall be sufficiently evidenced as provided
therein) and any resolution of the Board of Directors or of the Guarantor’s
Board of Directors may be sufficiently evidenced by a Board Resolution or by a
Guarantor’s Board Resolution, as the case may be;


 


(3)           whenever in the
administration of this Indenture the Trustee shall deem it desirable that a
matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
shall be herein specifically prescribed) may, in the absence of bad faith on
its part, rely upon an Officer’s Certificate or, if such matter pertains to the
Guarantor, a Guarantor’s Officer’s Certificate;


 


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


 


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


 


(6)           the Trustee shall not be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
coupon or other paper or document, but the Trustee, in its discretion, may, but
shall not be obligated to make such further inquiry or investigation into such
facts or matters as it may see fit, and, if the Trustee shall determine to make
such further inquiry or investigation, it shall be entitled to examine, during
business hours and upon reasonable notice, the books, records and premises of
the Company and the Guarantor, personally or by agent or attorney;


 

















 


(7)           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 responsible for any misconduct or negligence on
the part of any agent or attorney appointed with due care by it hereunder;


 


(8)           the Trustee shall not
be liable for any action taken or error of judgment made in good faith by a
Responsible Officer or Responsible Officers
of the Trustee, unless it shall be proved that the Trustee was negligent, acted
in bad faith or engaged in willful misconduct;


 


(9)           the Authenticating
Agent, Paying Agent, and Security Registrar shall have the same protections as
the Trustee set forth hereunder;


 


(10)         the
Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it in good faith in accordance with an Act of the Holders hereunder, and, to the extent not so provided
herein, with respect to any act requiring the Trustee to exercise its own
discretion, 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 or any Securities, unless it
shall be proved that, in connection with any such action taken, suffered or
omitted or any such act, the Trustee was negligent, acted in bad faith or
engaged in willful misconduct;


 


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


 


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


 


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


 


SECTION 6.2         Notice
of Defaults.


 


Within 90 days after the
occurrence of any default hereunder with respect to the Securities of any
series, the Trustee shall transmit by mail to all Holders of Securities of such
series entitled to receive reports pursuant to Section 7.3(3), notice of
such default hereunder actually known to a Responsible Officer of 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, if any, on, or Additional Amounts or any sinking fund or


 

















 


purchase fund installment
with respect to, any Security 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 and/or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the
best interest of the Holders of Securities and Coupons of such series; and
provided, further, that in the case of any default of the character specified
in Section 5.1(6) with respect to Securities of such series, no such
notice to Holders shall be given until at least 30 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 Securities of such series.


 


SECTION 6.3         Not Responsible for
Recitals or Issuance of Securities.  


 


The recitals contained
herein and in the Securities, except the Trustee’s certificate of
authentication, and in any Coupons shall be taken as the statements of the
Company or the Guarantor, as the case may be, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities or the Coupons, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder and that the
statements made by it in a Statement of Eligibility on Form T-1 supplied to the
Company are true and accurate, subject to the qualifications set forth therein.
Neither the Trustee nor any Authenticating Agent shall be accountable for the
use or application by the Company of the Securities or the proceeds thereof.


 


SECTION 6.4         May Hold Securities.


 


The Trustee, any
Authenticating Agent, any Paying Agent, any Security Registrar or any other
Person that may be an agent of the Trustee or the Guarantor or the Company, in
its individual or any other capacity, may become the owner or pledgee of
Securities or Coupons and, subject to Sections 310(b) and 311 of the Trust
Indenture Act, may otherwise deal with the Company or the Guarantor with the
same rights it would have if it were not the Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other Person.


 


SECTION 6.5         Money Held in Trust.


 


Except as provided in
Section 4.3 and Section 10.3, money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law and shall be held uninvested. The Trustee shall be under no liability
for interest on any money received by it hereunder except as otherwise agreed
to in writing with the Company or the Guarantor.


 


SECTION 6.6         Compensation and
Reimbursement.


 


The Company and the
Guarantor (without duplication) each agree:


 


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


 

















 


(2)           except as otherwise
expressly provided herein, to reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this
Indenture or arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder (including the reasonable
compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to the
Trustee’s negligence or bad faith; and


 


(3)           to indemnify the
Trustee and its agents, officers, directors and employees for, and to hold them
harmless against, any loss, liability or expense
incurred without negligence or bad faith on their part, arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending themselves against any
claim (whether asserted by the Company, the Guarantor, a Holder or any other
Person) or liability in connection with the exercise or performance of any of
their powers or duties hereunder, except to the extent that any such loss,
liability or expense was due to the Trustee’s negligence or bad faith.


 


As security for the
performance of the obligations of the Company and the Guarantor under this
Section, the Trustee shall have a lien prior to the Securities of any series
upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the payment of principal of, and premium or interest on
or any Additional Amounts with respect to Securities or any Coupons
appertaining thereto.


 


To the extent permitted
by law, any compensation or expense incurred by the Trustee after a default
specified in or pursuant to Section 5.1 is intended to constitute an
expense of administration under any then applicable bankruptcy or insolvency
law. “Trustee” for purposes of this Section 6.6 shall include any
predecessor Trustee but the negligence or bad faith of any Trustee shall not
affect the rights of any other Trustee under this Section 6.6.


 


The provisions of this
Section 6.6 shall survive the satisfaction and discharge of this Indenture
or the earlier resignation or removal of the Trustee and shall apply with equal
force and effect to the Trustee in its capacity as Authenticating Agent, Paying
Agent or Security Registrar.


 


SECTION 6.7         Corporate Trustee
Required; Eligibility.


 


There shall at all times
be a Trustee hereunder that is a Corporation organized and doing business under
the laws of the United States of America, any state thereof or the District of
Columbia, that is eligible under Section 310(a)(1) of the Trust Indenture
Act to act as trustee under an indenture qualified under the Trust Indenture
Act and that has a combined capital and surplus (computed in accordance with
Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000, and
that is subject to supervision or examination by Federal or state authority. If
at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.


 

















 


SECTION 6.8         Resignation and
Removal; Appointment of Successor.  


 


(1)           No resignation or
removal of the Trustee and no appointment of a successor Trustee pursuant to
this Article shall become effective until the acceptance of appointment by the successor Trustee pursuant to
Section 6.9.


 


(2)           The Trustee may resign
at any time with respect to the Securities of one or more series by giving
written notice thereof to the Company
and the Guarantor. If the instrument of acceptance by a successor Trustee
required by Section 6.9 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition at the expense of the Company any court of competent
jurisdiction for the appointment of a successor Trustee with respect to such
series.


 


(3)           The Trustee may be
removed at any time with respect to the Securities of any series by Act of the
Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee, the Company
and the Guarantor.  If the instrument of
acceptance by a successor Trustee required by Section 6.9 shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition at the expense of Company any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to such series.


 


(4)           If
at any time:


 


(a)                                  the
Trustee shall fail to comply with the obligations imposed upon it under
Section 310(b) of the Trust Indenture Act with respect to Securities of
any series after written request therefor by the Company, the Guarantor or any
Holder of a Security of such series who
has been a bona fide Holder of a Security of such series for at least six
months, or


 


(b)                                 the
Trustee shall cease to be eligible under Section 6.7 and shall fail to
resign after written request therefor by the Company, the Guarantor or any such Holder, or


 


(c)                                  the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or
any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of
rehabilitation, conservation or liquidation, then, in any such case, (i) the
Company, by or pursuant to a Board Resolution, or the Guarantor, by or pursuant
to a Guarantor’s Board Resolution, may remove the Trustee with respect to all
Securities or the Securities of such series, or (ii) subject to
Section 315(e) of the Trust Indenture Act, any Holder of a


 

















 


Security who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee with respect to all Securities of such series and
the appointment of a successor Trustee or Trustees.


 


(5)           If the Trustee shall
resign, be removed or become incapable of acting, or if a vacancy shall occur
in the office of Trustee for any cause,
with respect to the Securities of one or more series, the Company, by or
pursuant to a Board Resolution, and the Guarantor, by or pursuant to a
Guarantor’s Board Resolution, shall promptly appoint a successor Trustee or
Trustees with respect to the Securities of such series (it being understood
that any such successor Trustee may be appointed with respect to the Securities
of one or more or all of such series and that at any time there shall be only
one Trustee with respect to the Securities of any particular series) and shall
comply with the applicable requirements of Section 6.9. If, within one
year after such resignation, removal or incapacity, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company, the Guarantor
and the retiring Trustee, the successor Trustee so appointed shall, forthwith
upon its acceptance of such appointment in accordance with the applicable
requirements of Section 6.9, become the successor Trustee with respect to
the Securities of such series and to that extent supersede the successor
Trustee appointed by the Company and the Guarantor. If no successor Trustee
with respect to the Securities of any series shall have been so appointed by
the Company and the Guarantor or the Holders of Securities and accepted
appointment in the manner required by Section 6.9, any Holder of a
Security who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


 


(6)           The Company shall give
notice of each resignation and each removal of the Trustee with respect to the
Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail, postage prepaid,
to the Holders of Registered Securities, if any, of such series as their names
and addresses appear in the Security Register and, if Securities of such series
are issued as Bearer Securities, by publishing notice of such event once in an
Authorized Newspaper in each Place of Payment located outside the United
States. Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate Trust
Office.


 


(7)           In no event shall any
retiring Trustee be liable for the acts or omissions of any successor Trustee
hereunder.


 

















 


SECTION 6.9         Acceptance of
Appointment by Successor.


 


(1)           Upon the appointment
hereunder of any successor Trustee with respect to all Securities, such
successor Trustee so appointed shall execute,
acknowledge and deliver to the Company, the Guarantor and the retiring Trustee
an instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties hereunder of the retiring Trustee;
but, on the request of the Company, the Guarantor or such successor Trustee,
such retiring Trustee, upon payment of its charges, shall execute and deliver
an instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and, subject to Section 10.3, shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder, subject nevertheless to its claim, if any,
provided for in Section 6.6.


 


(2)           Upon the appointment
hereunder of any successor Trustee with respect to the Securities of one or
more (but not all) series, the Company,
the Guarantor, the retiring Trustee and such successor Trustee shall execute
and deliver an indenture supplemental hereto wherein each successor Trustee
shall accept such appointment and which (1) shall contain such provisions as
shall be necessary or desirable to transfer and confirm to, and to vest in,
such successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates, (2) if the retiring
Trustee is not retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust, that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee and that no Trustee shall be responsible for any notice given to,
or received by, or any act or failure to act on the part of any other Trustee
hereunder, and, upon the execution and delivery of such supplemental indenture,
the resignation or removal of the retiring Trustee shall become effective to
the extent provided therein, such retiring Trustee shall have no further
responsibility for the exercise of rights and powers or for the performance of
the duties and obligations vested in the Trustee under this Indenture with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates other than as hereinafter expressly set forth,
and such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company,
the Guarantor or such successor Trustee, such retiring Trustee, upon payment of
its charges with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates and subject to Section 10.3
shall duly


 

















 


assign, transfer and deliver to such successor
Trustee, to the extent contemplated by such supplemental indenture, the
property and money held by such retiring Trustee hereunder with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, subject to its claim, if any, provided for in
Section 6.6.


 


(3)           Upon request of any
Person appointed hereunder as a successor Trustee, the Company and the
Guarantor shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts referred to in paragraph (1) or
(2) of this Section, as the case may be.


 


(4)           No Person shall accept
its appointment hereunder as a successor Trustee unless at the time of such
acceptance such successor Person shall be
qualified and eligible under this Article.


 


SECTION 6.10       Merger, Conversion,
Consolidation or Succession to Business.  


 


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


 


SECTION 6.11       Appointment of
Authenticating Agent.


 


The Trustee may appoint
one or more Authenticating Agents acceptable to the Company with respect to one
or more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of that or those series issued upon original
issue, exchange, registration of transfer, partial redemption or partial
repayment or pursuant to Section 3.6, and Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee’s certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent.


 


Each Authenticating Agent
must be acceptable to the Company and the Guarantor and, except as provided in
or pursuant to this Indenture, shall at all times be a corporation that would
be permitted by the Trust Indenture Act to act as trustee under an indenture
qualified under the Trust Indenture Act, is authorized under applicable law and
by its charter to act as an Authenticating Agent and has a combined capital and
surplus (computed in accordance with Section 310(a)(2) of the Trust
Indenture Act) of at least $50,000,000. If at any time an


 

















 


Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
it shall resign immediately in the manner and with the effect specified in this
Section.


 


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


 


An Authenticating Agent
may resign at any time by giving written notice thereof to the Trustee, the
Company and the Guarantor. The Trustee may at any time terminate the agency of
an Authenticating Agent by giving written notice thereof to such Authenticating
Agent, the Company and the Guarantor. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and the Guarantor and shall (i)
mail written notice of such appointment by first-class mail, postage prepaid,
to all Holders of Registered Securities, if any, of the series with respect to
which such Authenticating Agent shall serve, as their names and addresses
appear in the Security Register, and (ii) if Securities of the series are
issued as Bearer Securities, publish notice of such appointment at least once
in an Authorized Newspaper in the place where such successor Authenticating Agent
has its principal office if such office is located outside the United States.
Any successor Authenticating Agent, upon acceptance of its appointment
hereunder, shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.


 


The Company and the
Guarantor (without duplication) each agree to pay each Authenticating Agent
from time to time reasonable compensation for its services under this Section.
If the Trustee makes such payments, it shall be entitled to be reimbursed for
such payments, subject to the provisions of Section 6.6.


 


The provisions of
Sections 3.8, 6.3 and 6.4 shall be applicable to each Authenticating
Agent.  If an Authenticating Agent is
appointed with respect to one or more series of Securities pursuant to this
Section, the Securities of such series may have endorsed thereon, in addition
to or in lieu of the Trustee’s certificate of authentication, an alternate
certificate of authentication in substantially the following form:


 


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


 

















 


	
   

  	
  THE
  BANK OF NEW YORK,

  
	
   

  	
  as
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  as
  Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 


If
all of the Securities of any series may not be originally issued at one time,
and if the Trustee does not have an office capable of authenticating Securities
upon original issuance located in a Place of Payment where the Company wishes
to have Securities of such series authenticated upon original issuance, the
Trustee, if so requested in writing (which writing need not be accompanied by
or contained in an Officer’s Certificate by the Company), shall appoint in
accordance with this Section an Authenticating Agent having an office in a
Place of Payment designated by the Company with respect to such series of
Securities.


 


ARTICLE 7



HOLDERS LISTS AND REPORTS BY TRUSTEE, GUARANTOR AND COMPANY


 


SECTION 7.1         Company and Guarantor
to Furnish Trustee Names and Addresses of Holders.


 


In accordance with
Section 312(a) of the Trust Indenture Act, the Company and the Guarantor
shall furnish or cause to be furnished to the Trustee


 


(1)           semi-annually with
respect to Securities of each series not later than May 1 and November 1
of the year or upon such other dates as are set forth in or pursuant to the
Board Resolution or indenture supplemental hereto authorizing such series, a
list, in each case in such form as the Trustee may reasonably require, of the
names and addresses of Holders as of the applicable date, and


 


(2)           at such other times as
the Trustee may request in writing, within 30 days after the receipt by the Company
or the Guarantor of any such request, a
list of similar form and content as of a date not more than 15 days prior to
the time such list is furnished, provided, however, that so long as the Trustee
is the Security Registrar no such list shall be required to be furnished.


 


SECTION 7.2         Preservation of
Information; Communications to Holders .  


 


The Trustee shall comply
with the obligations imposed upon it pursuant to Section 312 of the Trust
Indenture Act.  Every Holder of
Securities or Coupons, by receiving and holding the same, agrees with the
Company, the Guarantor and the Trustee that none of the Company, the Guarantor,
the Trustee, any Paying Agent or any Security Registrar shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders of


 

















 


Securities in accordance
with Section 312(c) of the Trust Indenture Act, regardless of the source
from which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
Section 312(b) of the Trust Indenture Act.


 


SECTION 7.3         Reports by Trustee .


 


(1)           Within 60 days after
September 15 of each year commencing with the first September 15
following the first issuance of Securities pursuant to Section 3.1, if required by Section 313(a) of the Trust
Indenture Act, the Trustee shall transmit, pursuant to Section 313(c) of
the Trust Indenture Act, a brief report dated as of such September 15 with
respect to any of the events specified in said Section 313(a) which may
have occurred since the later of the immediately preceding September 15
and the date of this Indenture.


 


(2)           The Trustee shall
transmit the reports required by Section 313(a) of the Trust Indenture Act
at the times specified therein.


 


(3)           Reports pursuant to
this Section shall be transmitted in the manner and to the Persons
required by Sections 313(c) and 313(d) of the Trust Indenture Act.


 


SECTION 7.4         Reports by Company and
Guarantor .


 


The Company and the
Guarantor, pursuant to Section 314(a) of the Trust Indenture Act, shall
each:


 


(1)           (1) file with the
Trustee, within 15 days after the Company or the Guarantor, as the case may be,
is required to file the same with the Commission,
copies of the annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) which the Company or
the Guarantor, as the case may be, may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended; or, if the Company or the Guarantor, as the case may
be, is not required to file information, documents or reports pursuant to
either of said Sections, then it shall file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended, in respect of a security listed
and registered on a national securities exchange as may be prescribed from time
to time in such rules and regulations;


 


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


 

















 


(3)           transmit within 30 days
after the filing thereof with the Trustee, in the manner and to the extent
provided in Section 313(c) of the Trust
Indenture Act, such summaries of any information, documents and reports
required to be filed by the Company or the Guarantor, as the case may be,
pursuant to paragraphs (1) and (2) of this Section as may be required by
rules and regulations prescribed from time to time by the Commission.


 


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


 


ARTICLE 8



CONSOLIDATION, AMALGAMATIONS, MERGER AND SALES


 


SECTION 8.1         Company May
Consolidate, Etc., Only on Certain Terms .  


 


The Company shall not
consolidate or amalgamate with or merge into any other Person (whether or not
affiliated with the Company), or convey, transfer or lease its properties and
assets as an entirety or substantially as an entirety to any other Person
(whether or not affiliated with the Company), and the Company shall not permit
any other Person (whether or not affiliated with the Company) to consolidate or
amalgamate with or merge into the Company or convey, transfer or lease its
properties and assets as an entirety or substantially as an entirety to the
Company; unless:


 


(1)           in case the Company
shall consolidate or amalgamate with or merge into another Person or convey,
transfer or lease its properties and assets
as an entirety or substantially as an entirety to any Person, the Person formed
by such consolidation or amalgamation or into which the Company is merged or
the Person which acquires by conveyance or transfer, or which leases, the
properties and assets of the Company as an entirety or substantially as an
entirety shall be a Corporation organized and existing under the laws of the
United States of America or any state thereof or the District of Columbia and
shall expressly assume, by an indenture (or indentures, if at such time there
is more than one Trustee) supplemental hereto, executed by the successor Person
and the Guarantor and delivered to the Trustee the due and punctual payment of
the principal of, any premium and interest on and any Additional Amounts with
respect to all the Securities and the performance of every obligation in this
Indenture and the Outstanding Securities on the part of the Company to be
performed or observed and shall provide for conversion or exchange rights in accordance
with the provisions of the Securities of any series that are convertible or
exchangeable into Common Stock or other securities;


 


(2)           immediately after
giving effect to such transaction and treating any indebtedness which becomes
an obligation of the Company or a Subsidiary
as a result of


 

















 


such transaction as having been incurred by
the Company or such Subsidiary at the time of such transaction, no Event of
Default or event which, after notice or lapse of time, or both, would become an
Event of Default, shall have occurred and be continuing; and


 


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


 


SECTION 8.2         Successor Person
Substituted for Company .  


 


Upon any consolidation or
amalgamation by the Company with or merger of the Company into any other Person
or any conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety to any Person in accordance with Section 8.1,
the successor Person formed by such consolidation or amalgamation or into which
the Company is merged or to which such conveyance, transfer or lease is made
shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; and thereafter, except
in the case of a lease, the predecessor Person shall be released from all
obligations and covenants under this Indenture, the Securities and the Coupons.


 


SECTION 8.3         Guarantor May
Consolidate, Etc., Only on Certain Terms.  


 


The Guarantor shall not
consolidate or amalgamate with or merge into any other Person (whether or not
affiliated with the Guarantor), or convey, transfer or lease its properties and
assets as an entirety or substantially as an entirety to any other Person
(whether or not affiliated with the Guarantor), and the Guarantor shall not permit
any other Person (whether or not affiliated with the Guarantor) to consolidate
or amalgamate with or merge into the Guarantor or convey, transfer or lease its
properties and assets as an entirety or substantially as an entirety to the
Guarantor; unless:


 


(1)           in case the Guarantor
shall consolidate or amalgamate with or merge into another Person or convey,
transfer or lease its properties and assets
as an entirety or substantially as an entirety to any Person, the Person formed
by such consolidation or amalgamation or into which the Guarantor is merged or
the Person which acquires by conveyance or transfer, or which leases, the
properties and assets of the Guarantor as an entirety or substantially as an
entirety shall be a Corporation organized and existing under the laws of the
United States of America, any state thereof or the District of Columbia,
Bermuda, or any other country which is on the date of this Indenture a member
of the Organization for Economic Cooperation and Development, and shall expressly
assume, by an indenture (or indentures, if at such time there is more than one
Trustee) supplemental hereto, executed by the successor Person and the Company
and delivered to the Trustee the due and punctual payment of the principal of,
any premium and interest on and any Additional Amounts with respect to all the
Securities and the performance of


 

















 


every obligation in this Indenture and the
Outstanding Securities on the part of the Guarantor to be performed or observed
and shall provide for conversion or exchange rights in accordance with the
provisions of the Securities of any series that are convertible or exchangeable
into Common Stock or other securities;


 


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


 


(3)           either the Guarantor or
the successor Person shall have delivered to the Trustee a Guarantor’s
Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental indenture is
required in connection with such
transaction, such supplemental indenture are authorized and comply with this
Indenture and that all conditions precedent herein provided for relating to
such transaction have been complied with.


 


SECTION 8.4         Successor Person
Substituted for Guarantor.  


 


Upon any consolidation or
amalgamation by the Guarantor with or merger of the Guarantor into any other
Person or any conveyance, transfer or lease of the properties and assets of the
Guarantor substantially as an entirety to any Person in accordance with
Section 8.3, the successor Person formed by such consolidation or
amalgamation or into which the Guarantor is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Guarantor under this Indenture with the
same effect as if such successor Person had been named as the Guarantor herein;
and thereafter, except in the case of a lease, the predecessor Person shall be
released from all obligations and covenants under this Indenture, the
Securities and the Coupons.


 


ARTICLE 9



SUPPLEMENTAL INDENTURES


 


SECTION 9.1         Supplemental
Indentures without Consent of Holders .  


 


Without the consent of
any Holders of Securities or Coupons, the Company (when authorized by or
pursuant to a Board Resolution), the Guarantor (when authorized by or pursuant
to a Guarantor’s Board Resolution) and the Trustee, at any time and from time
to time, may enter into one or more indentures supplemental hereto, for any of
the following purposes:


 


(1)           to evidence the
succession of another Person to the Company or the Guarantor, and the
assumption by any such successor of the covenants, agreements and obligations of the Company or the Guarantor, as the case
may be, contained herein and in the Securities, in each case in compliance with
the Indenture; or


 

















 


(2)           to add to the covenants
of the Company or the Guarantor, as the case may be, for the benefit of the
Holders of all or any series of Securities
(as shall be specified in such supplemental indenture or indentures) or to
surrender any right or power herein conferred upon the Company or the
Guarantor, as the case may be; or


 


(3)           to add to or change any
of the provisions of this Indenture to provide that Bearer Securities may be
registrable as to principal, to change
or eliminate any restrictions on the payment of principal of, any premium or
interest on or any Additional Amounts with respect to Securities, to permit
Bearer Securities to be issued in exchange for Registered Securities, to permit
Bearer Securities to be exchanged for Bearer Securities of other authorized
denominations or to permit or facilitate the issuance of Securities in uncertificated
form, provided any such action shall not adversely affect the interests of the
Holders of Outstanding Securities of any series or any Coupons appertaining
thereto in any material respect; or


 


(4)           to establish the form
or terms of Securities of any series and any Coupons appertaining thereto as
permitted by Sections 2.1 and 3.1; or


 


(5)           to evidence and provide
for the acceptance of appointment hereunder by a successor Trustee with respect
to the Securities of one or more series
and to add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of
Section 6.9; or


 


(6)           to cure any ambiguity
or to correct or supplement any provision herein which may be defective or
inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising
under this Indenture which shall not adversely affect the interests of the Holders
of Securities of any series then Outstanding or any Coupons appertaining
thereto in any material respect; or


 


(7)           to add to, delete from
or revise the conditions, limitations and restrictions on the authorized
amount, terms or purposes of issue, authentication
and delivery of Securities, as herein set forth; or


 


(8)           to add any additional
Events of Default with respect to all or any series of Securities (as shall be
specified in such supplemental indenture);
or


 


(9)           to supplement any of
the provisions of this Indenture to such extent as shall be necessary to permit
or facilitate the defeasance and discharge
of any series of Securities pursuant to Article 4, provided that any such
action shall not adversely affect the interests of any Holder of an Outstanding
Security of such series and any Coupons appertaining thereto or any other
Outstanding Security or Coupon in any material respect; or


 


(10)         to secure the Securities
pursuant to Section 10.5 or otherwise; or


 

















 


(11)         to make provisions with
respect to conversion or exchange rights of Holders of Securities of any
series; or


 


(12)         to amend or supplement
any provision contained herein or in any supplemental indenture, provided that
no such amendment or supplement shall
materially adversely affect the interests of the Holders of any Securities then
Outstanding.


 


SECTION 9.2         Supplemental
Indentures with Consent of Holders .  


 


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


 


(1)           change the Stated
Maturity of the principal of, or any premium or installment of interest on or
any Additional Amounts with respect to, any
Security, or reduce the principal amount thereof (or modify the calculation of
such principal amount) or the rate (or modify the calculation of such rate) of
interest thereon or any Additional Amounts with respect thereto, or any premium
payable upon the redemption thereof or otherwise, or change the obligation of
the Company and the Guarantor to pay Additional Amounts pursuant to the terms
hereof (except as contemplated by Section 8.1(1) and permitted by
Section 9.1(1)), or reduce the amount of the principal of an Original
Issue Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.2 or the amount
thereof provable in bankruptcy pursuant to Section 5.4, change the
redemption provisions or adversely affect the right of repayment at the option
of any Holder as contemplated by Article 13, or change the Place of
Payment, Currency in which the principal of, any premium or interest on, or any
Additional Amounts with respect to any Security is payable, or impair the right
to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date or, in the case of repayment at the option of the Holder, on or
after the date for repayment), or


 


(2)           reduce the percentage
in principal amount of the Outstanding Securities of any series, the consent of
whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture, or
reduce the requirements of Section 15.4 for quorum or voting, or


 

















 


(3)           modify or effect in any
manner adverse to the Holders the terms and conditions of the obligations of
the Guarantor in respect of the due and
punctual payments of principal of, or any premium or interest on, or any
sinking fund requirements or Additional Amounts with respect to, the Securities
or remove the guarantee obligations of the Guarantor, or


 


(4)           modify any of the
provisions of this Section, Section 5.13 or Section 10.8, except to
increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security affected
thereby, or


 


(5)           make any change that
adversely affects the right to convert or exchange any Security into or for
securities of the Company or the Guarantor
or other securities, (whether or not issued by the Company or the Guarantor)
cash or property in accordance with its terms.


 


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


 


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


 


SECTION 9.3         Execution of
Supplemental Indentures .


 


As a condition to
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the
trust created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 315 of the Trust Indenture Act) shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture and an
Officer’s Certificate and Guarantor’s Officer’s Certificate stating that all
conditions precedent to the execution of such supplemental indenture have been
fulfilled. Upon receipt of such opinion and certificates, the Trustee shall
join with the Company and the Guarantor 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 any
such supplemental indenture.


 


SECTION 9.4         Effect of Supplemental
Indentures.


 


Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, but only with regard to the Securities of each series
affected by such supplemental indenture, and the respective rights, limitations
of rights, obligations, duties and immunities under this Indenture of the
Trustee, the Company, the Guarantor and the


 

















 


Holders of any Securities
of such series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and
amendments, and such supplemental indenture shall form a part of this Indenture
for all purposes; and every Holder of a Security theretofore or thereafter
authenticated and delivered hereunder and of any Coupon appertaining thereto
shall be bound thereby.


 


SECTION 9.5         Reference in
Securities to Supplemental Indentures.  


 


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


 


SECTION 9.6         Conformity with Trust
Indenture Act.


 


Every supplemental
indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.


 


SECTION 9.7         Notice of Supplemental
Indenture.


 


Promptly after the
execution by the Company, the Guarantor and the Trustee of any supplemental
indenture pursuant to Section 9.2, the Company shall transmit to the
Holders of Outstanding Securities of any series affected thereby a notice
setting forth the substance of such supplemental indenture.  Any failure of the Company to mail such
notice or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.


 


ARTICLE 10



COVENANTS


 


SECTION 10.1       Payment of Principal,
any Premium, Interest and Additional Amounts.


 


The Company covenants and
agrees for the benefit of the Holders of the Securities of each series that it
will duly and punctually pay the principal of, any premium and interest on and
any Additional Amounts with respect to the Securities of such series in
accordance with the terms thereof, any Coupons appertaining thereto and this
Indenture. Any interest due on any Bearer Security on or before the Maturity
thereof, and any Additional Amounts payable with respect to such interest, shall
be payable only upon presentation and surrender of the Coupons appertaining
thereto for such interest as they severally mature.


 


SECTION 10.2       Maintenance of Office or
Agency.


 


The Company and the
Guarantor shall maintain in each Place of Payment for any series of Securities
an Office or Agency where Securities of such series (but not Bearer Securities,
except


 

















 


as otherwise provided
below, unless such Place of Payment is located outside the United States) may
be presented or surrendered for payment, where Securities of such series may be
surrendered for registration of transfer or exchange, where Securities of such
series that are convertible or exchangeable may be surrendered for conversion
or exchange, and where notices and demands to or upon the Company or the
Guarantor in respect of the Securities of such series relating thereto and this
Indenture may be served. If Securities of a series are issuable as Bearer
Securities, the Company and the Guarantor shall maintain, subject to any laws
or regulations applicable thereto, an Office or Agency in a Place of Payment
for such series which is located outside the United States where Securities of
such series and any Coupons appertaining thereto may be presented and
surrendered for payment; provided, however, that if the Securities of such
series are listed on The Stock Exchange of the United Kingdom and the Republic
of Ireland or the Luxembourg Stock Exchange or any other stock exchange located
outside the United States and
such stock exchange shall so require, the Company and the Guarantor shall
maintain a Paying Agent in London, Luxembourg or any other required city
located outside the United States, as the case may be, so long as the
Securities of such series are listed on such exchange. The Company and the
Guarantor will give prompt written notice to the Trustee of the location, and
any change in the location, of such Office or Agency. If at any time the
Company or the Guarantor shall fail to maintain any such required Office or
Agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, except that Bearer Securities of such
series and any Coupons appertaining thereto may be presented and surrendered
for payment at the place specified for the purpose with respect to such
Securities as provided in or pursuant to this Indenture, and the Company and
the Guarantor hereby appoint the Trustee as their agent to receive all such
presentations, surrenders, notices and demands.


 


Except as otherwise
provided in or pursuant to this Indenture, no payment of principal, premium,
interest or Additional Amounts with respect to Bearer Securities shall be made
at any Office or Agency in the United States or by check mailed to any address
in the United States or by transfer to an account maintained with a bank
located in the United States; provided, however, if amounts owing with respect
to any Bearer Securities shall be payable in Dollars, payment of principal of,
any premium or interest on and any Additional Amounts with respect to any such
Security may be made at the Corporate Trust Office of the Trustee or any Office
or Agency designated by the Company and the Guarantor in the Borough of Manhattan,
The City of New York, if (but only if) payment of the full amount of such
principal, premium, interest or Additional Amounts at all offices outside the
United States maintained for such purpose by the Company and the Guarantor in
accordance with this Indenture is illegal or effectively precluded by exchange
controls or other similar restrictions.


 


The Company and the
Guarantor may also from time to time designate one or more other Offices or
Agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall
in any manner relieve the Company or the Guarantor of its obligation to
maintain an Office or Agency in each Place of Payment for Securities of any
series for such purposes. The Company and the Guarantor shall give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other Office or Agency. Unless otherwise
provided in or pursuant to this


 

















 


Indenture, the Company
and the Guarantor hereby designate as the Place of Payment for each series of
Securities the Borough of Manhattan, The City of New York, and initially
appoint the Corporate Trust Office of the Trustee as the Office or Agency of
the Company in the Borough of Manhattan, The City of New York for such purpose.
The Company and the Guarantor may subsequently appoint a different Office or
Agency in the Borough of Manhattan, The City of New York for the Securities of
any series.


 


Unless otherwise
specified with respect to any Securities pursuant to Section 3.1, if and
so long as the Securities of any series (i) are denominated in a Foreign
Currency or (ii) may be payable in a Foreign Currency, or so long as it is
required under any other provision of this Indenture, then the Company will maintain with
respect to each such series of Securities, or as so required, at least one
exchange rate agent.


 


SECTION 10.3       Money for Securities
Payments to Be Held in Trust.  


 


If the Company shall at
any time act as its own Paying Agent, or if the Guarantor shall act as Paying
Agent, with respect to any series of Securities, it shall, on or before each
due date of the principal of, any premium or interest on or Additional Amounts
with respect to any of the Securities of such series, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum in the currency or
currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable (except as otherwise specified
pursuant to Section 3.1 for the Securities of such series) sufficient to
pay the principal or any premium, interest or Additional Amounts so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided, and shall promptly notify the Trustee of its action or failure
so to act.


 


Whenever the Company
shall have one or more Paying Agents for any series of Securities, it shall, on
or prior to each due date of the principal of, any premium or interest on or
any Additional Amounts with respect to any Securities of such series, deposit
with any Paying Agent a sum (in the currency or currencies, currency unit or
units or composite currency or currencies described in the preceding paragraph)
sufficient to pay the principal or any premium, interest or Additional Amounts
so becoming due, such sum to be held in trust for the benefit of the Persons
entitled thereto, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of its action or failure so to act.


 


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


 


(1)           hold all sums held by
it for the payment of the principal of, any premium or interest on or any
Additional Amounts with respect to Securities
of such series in trust for the benefit of the Persons entitled thereto until
such sums shall be paid to such Persons or otherwise disposed of as provided in
or pursuant to this Indenture;


 


(2)           give the Trustee notice
of any default by the Company or the Guarantor (or any other obligor upon the
Securities of such series) in the making
of any payment of


 

















 


principal, any premium or interest on or any
Additional Amounts with respect to the Securities of such series; and


 


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


 


Except as otherwise
provided herein or pursuant hereto, any money deposited with the Trustee or any
Paying Agent, or then held by the Company or the Guarantor, in trust for the
payment of the principal of, any premium or interest on or any Additional Amounts
with respect to any Security of any series or any Coupon appertaining thereto
and remaining unclaimed for two years after such principal or any such premium
or interest or any such Additional Amounts shall have become due and payable
shall be paid to the Company on Company Request (or if deposited by the
Guarantor, paid to the Guarantor on Guarantor Request), or (if then held by the
Company or the Guarantor) shall be discharged from such trust; and the Holder
of such Security or any Coupon appertaining thereto shall thereafter, as an
unsecured general creditor, look only to the Company and the Guarantor for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee thereof,
shall thereupon cease; provided, however, that the Trustee or such Paying
Agent, before being required to make any such repayment, may at the expense of
the Company and the Guarantor cause to be published once, in an Authorized
Newspaper in each Place of Payment for such series or to be mailed to Holders
of Registered Securities of such series, or both, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication or mailing nor shall it be
later than two years after such principal and any premium or interest or
Additional Amounts shall have become due and payable, any unclaimed balance of
such money then remaining will be repaid to the Company or the Guarantor, as
the case may be.


 


SECTION 10.4       Additional Amounts.


 


If any Securities of a
series provide for the payment of Additional Amounts, the Company agrees to pay
to the Holder of any such Security or any Coupon appertaining thereto
Additional Amounts as provided in or pursuant to this Indenture or such
Securities. Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of or any premium or interest on, or in respect of,
any Security of any series or any Coupon or the net proceeds received on the
sale or exchange of any Security of any series, such mention shall be deemed to
include mention of the payment of Additional Amounts provided by the terms of
such series established hereby or pursuant hereto to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to such terms, and express mention of the


 

















 


payment of Additional
Amounts (if applicable) in any provision hereof shall not be construed as
excluding Additional Amounts in those provisions hereof where such express
mention is not made.


 


Except as otherwise
provided in or pursuant to this Indenture or the Securities of the applicable
series, if the Securities of a series provide for the payment of Additional
Amounts, at least 10 days prior to the first Interest Payment Date with respect
to such series of Securities (or if the Securities of such series shall not
bear interest prior to Maturity, the first day on which a payment of principal
is made), and at least 10 days prior to each date of payment of principal or
interest if there has been any change with respect to the matters set forth in
the below-mentioned Officer’s Certificate, the Company shall furnish to the
Trustee and the principal Paying Agent or Paying Agents, if other than the
Trustee, an Officer’s Certificate instructing the Trustee and such Paying Agent
or Paying Agents whether such payment of principal of and premium, if any, or
interest on the Securities of such series shall be made to Holders of Securities
of such series or the Coupons appertaining thereto who are United States Aliens
without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of such series. If any such
withholding shall be required, then such Officer’s Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such
Holders of Securities or Coupons, and the Company agrees to pay to the Trustee
or such Paying Agent the Additional Amounts required by the terms of such
Securities. The Company covenants to indemnify the Trustee and any Paying Agent
for, and to hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out
of or in connection with actions taken or omitted by any of them in reliance on
any Officer’s Certificate furnished pursuant to this Section 10.4.


 


SECTION 10.5       Limitation on Liens on
Stock of Designated Subsidiaries.  


 


So long as any Securities
are Outstanding, neither the Company nor the Guarantor will, nor will it permit
any of its respective Subsidiaries to, create, assume, incur, guarantee or
otherwise permit to exist any Indebtedness secured by any mortgage, pledge,
lien, security interest or other encumbrance (a “Lien”) upon any shares of
Capital Stock of any Designated Subsidiary (whether such shares of stock are
now owned or hereafter acquired) without effectively providing concurrently
that the Securities (and, if the Company and the Guarantor so elect, any other
Indebtedness of the Company that is not subordinate to the Securities and with
respect to which the governing instruments require, or pursuant to which the
Company is otherwise obligated, to provide such security) shall be secured
equally and ratably with such Indebtedness for at least the time period such
other Indebtedness is so secured.


 


SECTION 10.6       Limitation on
Disposition of Stock of Designated Subsidiaries.


 


So long as any Securities
are outstanding and except in a transaction otherwise governed by this
Indenture, neither the Company nor the Guarantor will issue, sell, assign,
transfer or otherwise dispose of any shares of, securities convertible into, or
warrants, rights or options to subscribe for or purchase shares of, Capital Stock
(other than Preferred Stock having no voting rights of any kind) of any
Designated Subsidiary, and will not permit any Designated Subsidiary  to issue (other than to the Company or the
Guarantor) any shares (other than the director’s


 

















 


qualifying shares) of, or
securities convertible into, or warrants, rights or options to subscribe for or
purchase shares of, Capital Stock (other than Preferred Stock having no voting
rights of any kind) of any Designated Subsidiary, if, after giving effect to
any such transaction and the issuance of the maximum number of shares issuable
upon the conversion or exercise of all such convertible securities, warrants, rights or
options, the Guarantor would own, directly or indirectly, less than 80% of the
shares of Capital Stock of such Designated Subsidiary (other than Preferred
Stock having no voting rights of any kind); provided, however, that (i) any
issuance, sale, assignment, transfer or other disposition permitted by the
Company or the Guarantor may only be made for at least a fair market value
consideration as determined by the Board of Directors or the Guarantor’s Board
of Directors, as the case may be, pursuant to a Board Resolution or Guarantor’s
Board Resolution, as the case may be, adopted in good faith and (ii) the
foregoing shall not prohibit any such issuance or disposition of securities if
required by any law or any regulation or order of any governmental or insurance
regulatory authority. Notwithstanding the foregoing, (i) the Company or the
Guarantor, as the case may be, may merge or consolidate any Designated
Subsidiary into or with another direct or indirect Subsidiary of the Guarantor,
the shares of Capital Stock of which the Guarantor owns at least 80%, and (ii)
the Company or the Guarantor, as the case may be, may, subject to the
provisions of Article 8, sell, assign, transfer or otherwise dispose of
the entire Capital Stock of any Designated Subsidiary at one time for at least
a fair market value consideration as determined by the Board of Directors or Guarantor’s
Board of Directors, as the case may be, pursuant to a Board Resolution or
Guarantor’s Board Resolution, as the case may be, adopted in good faith.


 


SECTION 10.7       Corporate Existence.


 


Subject to
Article 8, the Company and the Guarantor shall do or cause to be done all
things necessary to preserve and keep in full force and effect their respective
corporate existences and that of each of their respective Subsidiaries and
their respective rights (charter and statutory) and franchises; provided, however,
that the foregoing shall not obligate the Company or the Guarantor or any of
their respective Subsidiaries to preserve any such right or franchise if the
Company, the Guarantor or any such Subsidiary shall determine that the
preservation thereof is no longer desirable in the conduct of its business or
the business of such Subsidiary and that the loss thereof is not
disadvantageous in any material respect to any Holder.


 


SECTION 10.8       Waiver of Certain
Covenants.


 


The Company or the
Guarantor, as the case may be, may omit in any particular instance to comply
with any term, provision or condition set forth in Section 10.5, 10.6 or
10.7 with respect to the Securities of any series if before the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series, by Act of such Holders, either shall
waive such compliance in such instance or generally shall have waived
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the Guarantor and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.


 

















 


SECTION 10.9       Company Statement as to
Compliance; Notice of Certain Defaults.


 


(1)           The Company shall
deliver to the Trustee, within 120 days after the end of each fiscal year, a
written statement (which need not be contained
in or accompanied by an Officer’s Certificate) signed by the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company, stating that (a) a review of the activities of the
Company during such year and of its performance under this Indenture has been
made under his or her supervision, and (b) to the best of his or her knowledge,
based on such review, (a) the Company has complied with all the conditions and
covenants imposed on it under this Indenture throughout such year, or, if there
has been a default in the fulfillment of any such condition or covenant,
specifying each such default known to him or her and the nature and status
thereof, and (b) no event has occurred and is continuing which is, or after
notice or lapse of time or both would become, an Event of Default, or, if such
an event has occurred and is continuing, specifying each such event known to
him and the nature and status thereof.


 


(2)           The Company shall
deliver to the Trustee, within five days after the occurrence thereof, written
notice of any Event of Default or any event
which after notice or lapse of time or both would become an Event of Default
pursuant to clause (3) or (5) of Section 5.1.


 


(3)           The Trustee shall have
no duty to monitor the Company’s compliance with the covenants contained in
this Article 10 other than as specifically
set forth in this Section 10.9.


 


(4)           For the purpose of this
Section 10.9, compliance shall be determined without regard to any grace
period or requirement of notice provided pursuant to the terms of this
Indenture.


 


SECTION 10.10     Guarantor Statement as to
Compliance; Notice of Certain Defaults.


 


(1)           The Guarantor shall
deliver to the Trustee, within 120 days after the end of each fiscal year, a
written statement (which need not be contained
in or accompanied by a Guarantor’s Officer’s Certificate) signed by the
principal executive officer, the principal financial officer or the principal
accounting officer of the Guarantor, stating that (a) a review of the
activities of the Guarantor during such year and of performance under this
Indenture has been made under his or her supervision, and (b) to the best of
his or her knowledge, based on such review, (a) the Guarantor has complied with
conditions and covenants imposed  on it
under this Indenture throughout such year, or, if there has been a default in
the fulfillment of any such condition or covenant, specifying each such default
known to him or her and the nature and status thereof, and (b) no event has
occurred and is continuing which constitutes, or which after notice or lapse of
time or both would become, an Event of Default, or, if such an event has
occurred and is continuing, specifying each such event known to him and the
nature and status thereof.


 

















 


(2)           The Guarantor shall
deliver to the Trustee, within five days after the occurrence thereof, written
notice of any event which after notice
or lapse of time or both would become an Event of Default pursuant to clause
(4) of Section 5.1.


 


(3)           The Trustee shall have
no duty to monitor the Guarantor’s compliance with the covenants contained in
this Article 10 other than as specifically
set forth in this Section 10.10.


 


(4)           For the purpose of this
Section 10.10, compliance shall be determined without regard to any grace
period or requirement of notice provided pursuant to the terms of this
Indenture.


 


ARTICLE 11



REDEMPTION OF SECURITIES


 


SECTION 11.1       Applicability of
Article.


 


Redemption of Securities
of any series at the option of the Company as permitted or required by the
terms of such Securities shall be made in accordance with the terms of such
Securities and (except as otherwise provided herein or pursuant hereto) this
Article.


 


SECTION 11.2       Election to Redeem;
Notice to Trustee.


 


The election of the
Company to redeem any Securities shall be evidenced by or pursuant to a Board
Resolution. In case of any redemption at the election of the Company of (a)
less than all of the Securities of any series or (b) all of the Securities of
any series, with the same issue date, interest rate or formula, Stated Maturity
and other terms, the Company shall, at least 60 days prior to the Redemption
Date fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date and of the principal
amount of Securities of such series to be redeemed.


 


SECTION 11.3       Selection by Trustee of
Securities to Be Redeemed.


 


If less than all of the
Securities of any series with the same issue date, interest rate or formula,
Stated Maturity and other terms are to be redeemed, the particular Securities
to be redeemed shall be selected not more than 60 days prior to the Redemption
Date by the Trustee from the Outstanding Securities of such series not
previously called for redemption, by such method as the Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of
portions of the principal amount of Registered Securities of such series;
provided, however, that no such partial redemption shall reduce the portion of
the principal amount of a Registered Security of such series not redeemed to
less than the minimum denomination for a Security of such series established
herein or pursuant hereto.


 


The Trustee shall
promptly notify the Company and the Security Registrar (if other than itself)
in writing of the Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amount thereof to be
redeemed.


 

















 


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


 


Unless
otherwise specified in or pursuant to this Indenture or the Securities of any
series, if any Security selected for partial redemption is converted into other
securities of the Company or exchanged for securities of the Guarantor or another
issuer in part before termination of the conversion or exchange right with
respect to the portion of the Security so selected, the converted portion of
such Security shall be deemed (so far as may be) to be the portion selected for
redemption. Securities which have been converted or exchanged during a
selection of Securities to be redeemed shall be treated by the Trustee as
Outstanding for the purpose of such selection.


 


SECTION 11.4       Notice of Redemption.


 


Notice of redemption
shall be given in the manner provided in Section 1.6, not less than 30 nor
more than 60 days prior to the Redemption Date, unless a shorter period is
specified in the Securities to be redeemed, to the Holders of Securities to be
redeemed. Failure to give notice by mailing in the manner herein provided to
the Holder of any Registered Securities designated for redemption as a whole or
in part, or any defect in the notice to any such Holder, shall not affect the
validity of the proceedings for the redemption of any other Securities or
portion thereof.


 


Any notice that is mailed
to the Holder of any Registered Securities in the manner herein provided shall
be conclusively presumed to have been duly given, whether or not such Holder
receives the notice.


 


All notices of redemption
shall state:


 


(1)           the
Redemption Date,


 


(2)           the
Redemption Price,


 


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


 


(4)           in case any Security is
to be redeemed in part only, the notice which relates to such Security shall
state that on and after the Redemption
Date, upon surrender of such Security, the Holder of such Security will
receive, without charge, a new Security or Securities of authorized
denominations for the principal amount thereof remaining unredeemed,


 


(5)           that, on the Redemption
Date, the Redemption Price shall become due and payable upon each such Security
or portion thereof to be redeemed, and,
if applicable, that interest thereon shall cease to accrue on and after said
date,


 

















 


(6)           the place or places
where such Securities, together (in the case of Bearer Securities) with all
Coupons appertaining thereto, if any, maturing
after the Redemption Date, are to be surrendered for payment of the Redemption
Price and any accrued interest and Additional Amounts pertaining thereto,


 


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


 


(8)           that, unless otherwise
specified in such notice, Bearer Securities of any series, if any, surrendered
for redemption must be accompanied by all Coupons maturing subsequent to the
date fixed for redemption or the amount of any such missing Coupon or Coupons
will be deducted from the Redemption Price,
unless security or indemnity satisfactory to the Company, the Guarantor, the
Trustee and any Paying Agent is furnished,


 


(9)           if Bearer Securities of
any series are to be redeemed and no Registered Securities of such series are
to be redeemed, and if such Bearer
Securities may be exchanged for Registered Securities not subject to redemption
on the Redemption Date pursuant to Section 3.5 or otherwise, the last
date, as determined by the Company, on which such exchanges may be made,


 


(10)         in the case of Securities
of any series that are convertible into Common Stock of the Company or
exchangeable for other securities, the conversion
or exchange price or rate, the date or dates on which the right to convert or
exchange the principal of the Securities of such series to be redeemed will
commence or terminate and the place or places where such Securities may be
surrendered for conversion or exchange, and


 


(11)         the CUSIP number or the
Euroclear or the Cedel reference numbers of such Securities, if any (or any other
numbers used by a Depository to identify
such Securities).


 


A notice of redemption
published as contemplated by Section 1.6 need not identify particular
Registered Securities to be redeemed.


 


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


 


SECTION 11.5       Deposit of Redemption
Price.


 


On or prior to 11:00
a.m., New York City time, any Redemption Date, the Company or the Guarantor
shall deposit, with respect to the Securities of any series called for
redemption pursuant to Section 11.4, with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent or the Guarantor is
acting as Paying Agent, segregate and hold in trust as provided in
Section 10.3) an amount of money in the applicable Currency sufficient to
pay the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date, unless otherwise specified pursuant to Section 3.1
or in the Securities of such series) any accrued


 

















 


interest on and
Additional Amounts with respect thereto, all such Securities or portions
thereof which are to be redeemed on that date.


 


SECTION 11.6       Securities Payable on
Redemption Date.


 


Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company and the Guarantor
shall default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest and the Coupons for such interest
appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all Coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company or the guarantor at the Redemption Price, together with any
accrued interest and Additional Amounts to the Redemption Date; provided,
however, that, except as otherwise provided in or pursuant to this Indenture or
the Bearer Securities of such series, installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable only upon presentation and surrender of Coupons for such interest (at
an Office or Agency located outside the United States except as otherwise
provided in Section 10.2), and provided, further, that, except as
otherwise specified in or pursuant to this Indenture or the Registered
Securities of such series, installments of interest on Registered Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the Regular Record Dates
therefor according to their terms and the provisions of Section 3.7.


 


If any Bearer Security
surrendered for redemption shall not be accompanied by all appurtenant Coupons
maturing after the Redemption Date, such Security may be paid after deducting
from the Redemption Price an amount equal to the face amount of all such
missing Coupons, or the surrender of such missing Coupon or Coupons may be
waived by the Company and the Trustee if there be furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Security shall surrender to
the Trustee or any Paying Agent any such missing Coupon in respect of which a
deduction shall have been made from the Redemption Price, such Holder shall be
entitled to receive the amount so deducted; provided, however, that any
interest or Additional Amounts represented by Coupons shall be payable only
upon presentation and surrender of those Coupons at an Office or Agency for such Security
located outside of the United States except as otherwise provided in
Section 10.2.


 


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


 


SECTION 11.7       Securities Redeemed in
Part.


 


Any Registered Security
which is to be redeemed only in part shall be surrendered at any Office or
Agency for such Security (with, if the Company, the Guarantor or the Trustee so


 

















 


requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company,
the guarantor and the Trustee duly executed by, the Holder thereof or his
attorney duly authorized in writing) and the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Registered Security or Securities of the same series,
containing identical terms and provisions, of any authorized denomination as
requested by such Holder in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Security so surrendered. If
a Security in global form is so surrendered, the Company and the guarantor
shall execute, and the Trustee shall authenticate and deliver to the U.S.
Depository or other Depository for such Security in global form as shall be
specified in the Company Order with respect thereto to the Trustee, without
service charge, a new Security in global form in a denomination equal to and in
exchange for the unredeemed portion of the principal of the Security in global
form so surrendered.


 


ARTICLE 12



SINKING FUNDS


 


SECTION 12.1       Applicability of
Article.


 


The provisions of this
Article shall be applicable to any sinking fund for the retirement of
Securities of a series, except as otherwise permitted or required in or
pursuant to this Indenture or any Security of such series issued pursuant to
this Indenture.


 


The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for by the
terms of Securities of such series is herein referred to as an “optional
sinking fund payment”. If provided for by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 12.2. Each sinking fund payment shall be applied to
the redemption of Securities of any series as provided for by the terms of
Securities of such series and this Indenture.


 


SECTION 12.2       Satisfaction of Sinking
Fund Payments with Securities. 


 


The Company or the
Guarantor may, in satisfaction of all or any part of any sinking fund payment
with respect to the Securities of any series to be made pursuant to the terms
of such Securities (1) deliver Outstanding Securities of such series (other
than any of such Securities previously called for redemption or any of such
Securities in respect of which cash shall have been released to the Company),
together in the case of any Bearer Securities of such series with all unmatured
Coupons appertaining thereto, and (2) apply as a credit Securities of such
series which have been redeemed either at the election of the Company pursuant
to the terms of such series of Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, provided that such series of Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by
the Trustee at the Redemption Price specified in such Securities for redemption
through operation of


 

















 


the sinking fund and the
amount of such sinking fund payment shall be reduced accordingly. If, as a
result of the delivery or credit of Securities of any series in lieu of cash
payments pursuant to this Section 12.2, the principal amount of Securities
of such series to be redeemed in order to satisfy the remaining sinking fund
payment shall be less than $100,000, the Trustee need not call Securities of
such series for redemption, except upon Company Request or Guarantor Request,
and such cash payment shall be held by the Trustee or a Paying Agent and
applied to the next succeeding sinking fund payment, provided, however, that
the Trustee or such Paying Agent shall at the request of the Company or the
Guarantor from time to time pay over and deliver to the Company or the
Guarantor, as the case may be, any cash payment so being held by the Trustee or
such Paying Agent upon delivery by the Company or the Guarantor to the Trustee
of Securities of that series purchased by the Company or the Guarantor having
an unpaid principal amount equal to the cash payment requested to be released
to the Company or the Guarantor.


 


SECTION 12.3       Redemption of Securities
for Sinking Fund. 


 


Not less than 75 days
prior to each sinking fund payment date for any series of Securities, the
Company shall deliver to the Trustee an Officer’s Certificate specifying the
amount of the next ensuing mandatory sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting of Securities of that series pursuant to
Section 12.2, and the optional amount, if any, to be added in cash to the
next ensuing mandatory sinking fund payment, and will also deliver to the
Trustee any Securities to be so credited and not theretofore delivered. If such
Officer’s Certificate shall specify an optional amount to be added in cash to
the next ensuing mandatory sinking fund payment, the Company shall thereupon be
obligated to pay the amount therein specified. Not less than 60 days before
each such sinking fund payment date the Trustee shall select the Securities to
be redeemed upon such sinking fund payment date in the manner specified in
Section 11.3 and cause notice of the redemption thereof to be given in the
name of and at the expense of the Company in the manner provided in
Section 11.4. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
11.6 and 11.7.


 


ARTICLE 13



REPAYMENT AT THE OPTION OF HOLDERS


 


SECTION 13.1       Applicability of
Article.


 


Securities of any series
which are repayable at the option of the Holders thereof before their Stated
Maturity shall be repaid in accordance with the terms of the Securities of such
series. The repayment of any principal amount of Securities pursuant to such
option of the Holder to require repayment of Securities before their Stated
Maturity, for purposes of Section 3.9, shall not operate as a payment,
redemption or satisfaction of the Indebtedness represented by such Securities
unless and until the Company, at its option, shall deliver or surrender the
same to the Trustee with a directive that such Securities be cancelled.
Notwithstanding anything to the contrary contained in this Section 13.1,
in connection with any repayment of Securities, the Company may arrange for the
purchase of any Securities by an agreement with one or more


 

















 


investment bankers or
other purchasers to purchase such Securities by paying to the Holders of such
Securities on or before the close of business on the repayment date an amount
not less than the repayment price payable by the Company on repayment of such
Securities, and the obligation of the Company to pay the repayment price of
such Securities shall be satisfied and discharged to the extent such payment is
so paid by such purchasers.


 


ARTICLE 14



SECURITIES IN FOREIGN CURRENCIES


 


SECTION 14.1       Applicability of
Article.


 


Whenever this Indenture
provides for (i) any action by, or the determination of any of the rights of,
Holders of Securities of any series in which not all of such Securities are
denominated in the same Currency, or (ii) any distribution to Holders of
Securities, in the absence of any provision to the contrary in the form of
Security of any particular series or pursuant to this Indenture or the
Securities, any amount in respect of any Security denominated in a Currency
other than Dollars shall be treated for any such action or distribution as that
amount of Dollars that could be obtained for such amount on such reasonable
basis of exchange and as of the record date with respect to Registered Securities
of such series (if any) for such action, determination of rights or
distribution (or, if there shall be no applicable record date, such other date
reasonably proximate to the date of such action, determination of rights or
distribution) as the Company or the Guarantor may specify in a written notice
to the Trustee.


 


ARTICLE 15



MEETINGS OF HOLDERS OF SECURITIES


 


SECTION 15.1       Purposes for Which
Meetings May Be Called.  


 


A meeting of Holders of
Securities of any series may be called at any time and from time to time
pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other Act provided by this
Indenture to be made, given or taken by Holders of Securities of such series.


 


SECTION 15.2       Call, Notice and Place
of Meetings.


 


(1)           The Trustee may at any
time call a meeting of Holders of Securities of any series for any purpose
specified in Section 15.1, to be held
at such time and at such place in the Borough of Manhattan, The City of New
York, or, if Securities of such series have been issued in whole or in part as
Bearer Securities, in London or in such place outside the United States as the
Trustee shall determine. Notice of every meeting of Holders of Securities of
any series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the
manner provided in Section 1.6, not less than 21 nor more than 180 days
prior to the date fixed for the meeting.


 

















 


(2)           In case at any time the
Company (by or pursuant to a Board Resolution), the Guarantor (by or pursuant
to a Guarantor’s Board Resolution) or the Holders of at least 10% in principal
amount of the Outstanding Securities of any series shall have requested the Trustee
to call a meeting of the Holders of
Securities of such series for any purpose specified in Section 15.1, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed notice of or made
the first publication of the notice of such meeting within 21 days after
receipt of such request (whichever shall be required pursuant to
Section 1.6) or shall not thereafter proceed to cause the meeting to be
held as provided herein, then the Company, the Guarantor or the Holders of
Securities of such series in the amount above specified, as the case may be,
may determine the time and the place in the Borough of Manhattan, The City of
New York, or, if Securities of such series are to be issued as Bearer
Securities, in London for such meeting and may call such meeting for such
purposes by giving notice thereof as provided in clause (1) of this Section.


 


SECTION 15.3       Persons Entitled to Vote
at Meetings.


 


To be entitled to vote at
any meeting of Holders of Securities of any series, a Person shall be (1) a
Holder of one or more Outstanding Securities of such series, or (2) a Person
appointed by an instrument in writing as proxy for a Holder or Holders of one
or more Outstanding Securities of such series by such Holder or Holders. The
only Persons who shall be entitled to be present or to speak at any meeting of
Holders of Securities of any series shall be the Persons entitled to vote at such meeting and their
counsel, any representatives of the Trustee and its counsel, any
representatives of the Guarantor and its counsel and any representatives of the
Company and its counsel.


 


SECTION 15.4       Quorum; Action.


 


The Persons entitled to
vote a majority in principal amount of the Outstanding Securities of a series
shall constitute a quorum for any meeting of Holders of Securities of such
series. In the absence of a quorum within 30 minutes after the time appointed
for any such meeting, the meeting shall, if convened at the request of Holders
of Securities of such series, be dissolved. In any other case the meeting may
be adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any reconvened meeting, such reconvened meeting may be
further adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such reconvened meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided
in Section 15.2(1), except that such notice need be given only once not
less than five days prior to the date on which the meeting is scheduled to be
reconvened. Notice of the reconvening of an adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the
Outstanding Securities of such series which shall constitute a quorum.


 


Except as limited by the
proviso to Section 9.2, any resolution presented to a meeting or adjourned
meeting duly reconvened at which a quorum is present as aforesaid may be
adopted only by the affirmative vote of the Holders of a majority in principal
amount of the Outstanding


 

















 


Securities of that
series; provided, however, that, except as limited by the proviso to
Section 9.2, any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other Act which this
Indenture expressly provides may be made, given or taken by the Holders of a
specified percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of such specified percentage in principal
amount of the Outstanding Securities of such series.


 


Any
resolution passed or decision taken at any meeting of Holders of Securities of
any series duly held in accordance with this Section shall be binding on
all the Holders of Securities of such series and the Coupons appertaining
thereto, whether or not such Holders were present or represented at the
meeting.


 


SECTION 15.5       Determination of Voting
Rights; Conduct and Adjournment of Meetings.


 


(1)           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 Securities of such series in regard to proof of the
holding of Securities of such series 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 deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in
Section 1.4 and the appointment of any proxy shall be proved in the manner
specified in Section 1.4 or by having the signature of the person executing
the proxy witnessed or guaranteed by any trust company, bank or banker
authorized by Section 1.4 to certify to the holding of Bearer Securities.
Such regulations may provide that written instruments appointing proxies,
regular on their face, may be presumed valid and genuine without the proof
specified in Section 1.4 or other proof.


 


(2)           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 Securities as provided in Section 15.2(2), in
which case the Company, the Guarantor or the Holders of Securities of the
series calling the meeting, as the case may be, shall in like manner appoint a
temporary chairman. A permanent chairman and a permanent secretary of the
meeting shall be elected by vote of the Persons entitled to vote a majority in
principal amount of the Outstanding Securities of such series represented at
the meeting.


 


(3)           At any meeting, each
Holder of a Security of such series or proxy shall be entitled to one vote for
each $1,000 principal amount of Securities
of such series held or represented by him; provided, however, that no vote
shall be cast or counted at any meeting in respect of any 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 a Security of such series or proxy.


 

















 


(4)           Any meeting of Holders
of Securities of any series duly called pursuant to Section 15.2 at which
a quorum is present may be adjourned from
time to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.


 


SECTION 15.6       Counting Votes and
Recording Action of Meetings. 


 


The vote upon any
resolution submitted to any meeting of Holders of Securities of any series
shall be by written ballots on which shall be subscribed the signatures of the
Holders of Securities of such series or of their representatives by proxy and
the principal amounts and serial numbers of the Outstanding Securities of such
series held or represented by them. 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 triplicate of all votes cast at
the meeting. A record, at least in triplicate, of the proceedings of each
meeting of Holders of Securities of any series 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
given as provided in Section 15.2 and, if applicable, Section 15.4. Each copy shall be signed
and verified by the affidavits of the permanent chairman and secretary of the
meeting and one such copy shall be delivered to the Company and the Guarantor,
and another 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.


 


ARTICLE 16


 


GUARANTEE AND INDEMNITY


 


SECTION 16.1       The Guarantee.


 


The Guarantor hereby
unconditionally guarantees to each Holder of a Security authenticated and
delivered by the Trustee (i) the due and punctual payment of the principal of,
any premium and interest on, and any Additional Amounts with respect to such
Security and the due and punctual payment of the sinking fund payments (if any)
provided for pursuant to the terms of such Security, when and as the same shall
become due and payable, whether at maturity, by acceleration, redemption,
repayment or otherwise, (ii) the due and punctual payment of interest on
overdue principal of and interest on each such Security, if any, to the extent
lawful, and (iii) the full and punctual performance within applicable grace
periods of all other obligations (including obligations to the Trustee) of the
Company under this Indenture and the Securities in accordance with the terms of
such Security and of this Indenture. In case of the failure of the Company
punctually to pay any such principal, premium, interest, Additional Amounts or
sinking fund payment, the Guarantor hereby agrees to cause any such payment to
be made punctually when and as the same shall become due and payable, whether
at maturity, upon


 

















 


acceleration, redemption,
repayment or otherwise, and as if such payment were made by the Company.


 


SECTION 16.2       Net Payments.


 


All payments of principal
of and premium, if any, interest and any other amounts on, or in respect of,
the Securities of any series or any Coupon appertaining thereto shall be made
by the Guarantor without withholding or deduction at source for, or on account
of, any present or future taxes, fees, duties, assessments or governmental
charges of whatever nature imposed or levied by or on behalf of Bermuda (each,
a “taxing jurisdiction”) or any political subdivision or taxing authority
thereof or therein, unless such taxes, fees, duties, assessments or
governmental charges are required to be withheld or deducted by (i) the laws
(or any regulations or ruling promulgated thereunder) of a taxing jurisdiction
or any political subdivision or taxing authority thereof or therein or (ii) an
official position regarding the application, administration, interpretation or
enforcement of any such laws, regulations or rulings (including, without
limitation, a holding by a court of competent jurisdiction or by a taxing
authority in a taxing jurisdiction or any political subdivision thereof). If a
withholding or deduction at source is required, the Guarantor shall, subject to
certain limitations and exceptions set forth below, pay to the Holder of any
such Security or any Coupon appertaining thereto such Additional Amounts as may
be necessary so that every net payment of principal, premium, if any, interest
or any other amount made to such Holder, after such withholding or deduction,
shall not be less than the amount provided for in such Security, any Coupons appertaining
thereto and this Indenture to be then due and payable; provided, however, that
the Guarantor shall not be required to make payment of such Additional Amounts
for or on account of:


 


(1)           any tax, fee, duty,
assessment or governmental charge of whatever nature which would not have been
imposed but for the fact that such
Holder: (A) was a resident, domiciliary or national of, or engaged in business
or maintained a permanent establishment or was physically present in, the
relevant taxing jurisdiction or any political subdivision thereof or otherwise
had some connection with the relevant taxing jurisdiction other than by reason
of the mere ownership of, or receipt of payment under, such Security; (B)
presented such Security for payment in the relevant taxing jurisdiction or any
political subdivision thereof, unless such Security could not have been
presented for payment elsewhere; or (C) presented such Security more than
thirty (30) days after the date on which the payment in respect of such
Security first became due and payable or provided for, whichever is later,
except to the extent that the Holder would have been entitled to such
Additional Amounts if it had presented such Security for payment on any day
within such period of thirty (30) days;


 


(2)           any estate,
inheritance, gift, sale, transfer, personal property or similar tax, assessment
or other governmental charge;


 


(3)           any tax, assessment or
other governmental charge that is imposed or withheld by reason of the failure
by the Holder or the beneficial owner of
such Security to comply with any reasonable request by the Guarantor addressed
to the Holder within 90 days of such request (A) to provide information
concerning the nationality, residence or


 

















 


identity of the Holder or such beneficial owner
or (B) to make any declaration or other similar claim or satisfy any
information or reporting requirement, which, in the case of (A) or (B), is
required or imposed by statute, treaty, regulation or administrative practice
of the relevant taxing jurisdiction or any political subdivision thereof as a
precondition to exemption from all or part of such tax, assessment or other
governmental charge; or


 


(4)           any
combination of items (1), (2) and (3);


 


nor
shall Additional Amounts be paid with respect to any payment of the principal
of, or premium, if any, interest or any other amounts on, any such Security to
any Holder who is a fiduciary or partnership or other than the sole beneficial
owner of such Security to the extent such payment would be required by the laws
of the relevant taxing jurisdiction (or any political subdivision or relevant
taxing authority thereof or therein) to be included in the income for tax
purposes of a beneficiary or partner or settlor with respect to such fiduciary
or a member of such partnership or a beneficial owner who would not have been
entitled to such Additional Amounts had it been the Holder of the Security.


 


Whenever in this
Indenture there is mentioned, in any context, the payment of the principal of
or any premium, interest or any other amounts on, or in respect of, any
Security of any series or any Coupon or the net proceeds received on the sale
or exchange of any Security of any series, such mention shall be deemed to
include mention of the payment of Additional Amounts provided by the terms of
such series established hereby or pursuant hereto to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to such terms, and express mention of the payment of Additional Amounts
(if applicable) in any
provision hereof shall not be construed as excluding the payment of Additional
Amounts in those provisions hereof where such express mention is not made.


 


Except
as otherwise provided in or pursuant to this Indenture or the Securities of the
applicable series, at least 10 days prior to the first Interest Payment Date
with respect to a series of Securities (or if the Securities of such series
shall not bear interest prior to Maturity, the first day on which a payment of
principal is made), and at least 10 days prior to each date of payment of
principal or interest if there has been any change with respect to the matters
set forth in the below-mentioned Guarantor’s Officer’s Certificate, the
Guarantor shall furnish to the Trustee and the principal Paying Agent or Paying
Agents, if other than the Trustee, a Guarantor’s Officer’s Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of and premium, if any, interest or any other amounts on
the Securities of such series shall be made to Holders of Securities of such
series or the Coupons appertaining thereto without withholding for or on
account of any tax, fee, duty, assessment or other governmental charge
described in this Section 16.2. If any such withholding shall be required,
then such Guarantor’s Officer’s Certificate shall specify by taxing
jurisdiction the amount, if any, required to be withheld on such payments to
such Holders of Securities or Coupons, and the Guarantor agrees to pay to the
Trustee or such Paying Agent the Additional Amounts required by this
Section 16.2. The Guarantor covenants to indemnify the Trustee and any
Paying Agent for, and to hold them harmless against, any loss, liability or
expense reasonably incurred without negligence or bad faith on their part
arising out of or in connection with actions taken or omitted


 

















 


by any of them in
reliance on any Guarantor’s Officer’s Certificate furnished pursuant to this
Section 16.2.


 


SECTION 16.3       Guarantee Unconditional,
etc.


 


The Guarantor hereby
agrees that its obligations hereunder shall be as principal and not merely as
surety, and shall be absolute, full, irrevocable and unconditional,
irrespective of, and shall be unaffected by, any invalidity, irregularity or
unenforceability of any Security or this Indenture, any failure to enforce the
provisions of any Security or this Indenture, or any waiver, modification,
consent or indulgence granted with respect thereto by the Holder of such
Security or the Trustee, the recovery of any judgment against the Company or
any action to enforce the same, or any other circumstances which may otherwise
constitute a legal or equitable discharge of a surety or guarantor.  The Guarantor further agrees that the
Guarantee constitutes a guarantee of payment, performance and compliance and
not merely of collection.  The Guarantor
hereby waives diligence, presentment, demand of payment, filing of claims with
a court in the event of merger, insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest or notice with
respect to any such Security or the Indebtedness evidenced thereby and all
demands whatsoever, and covenants that this Guarantee will not be discharged
except by payment in full of the principal of, any premium and interest on, and
any Additional Amounts and sinking fund payments required with respect to, the
Securities and the complete performance of all other obligations contained in
the Securities. The Guarantor further agrees, to the fullest extent that it
lawfully may do so, that, as between the Guarantor, on the one hand, and the
Holders and the Trustee, on the other hand, the Maturity of the obligations
guaranteed hereby may be accelerated as provided in Section 5.2 hereof for
the purposes of this Guarantee, notwithstanding any stay, injunction or prohibition extant under any
bankruptcy, insolvency, reorganization or other similar law of any jurisdiction
preventing such acceleration in respect of the obligations guaranteed hereby.


 


SECTION 16.4       Reinstatement.


 


This Guarantee shall
continue to be effective or be reinstated, as the case may be, if at any time
payment on any Security, in whole or in part, is rescinded or must otherwise be
restored to the Company or the Guarantor upon the bankruptcy, liquidation or
reorganization of the Company or otherwise. 
If any Holder of any Security of the Trustee is required by any court or
otherwise to return to the Company or the Guarantor, or any custodian, trustee,
liquidator, receiver, sequestrator or other similar official acting in relation
to the Company or the Guarantor any amount paid by any of them to the Trustee
or such Holder in respect of a Security, this Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and effect.


 


SECTION 16.5       Subrogation.


 


The Guarantor shall be
subrogated to all rights of the Holder of any Security against the Company in
respect of any amounts paid to such Holder by the Guarantor pursuant to the
provisions of this Guarantee; provided, however, that the Guarantor shall not
be entitled to enforce, or to receive any payments arising out of or based
upon, such right of subrogation until


 

















 


the principal of, any
premium and interest on, and any Additional Amounts and sinking fund payments
required with respect to, all Securities shall have been paid in full.


 


SECTION 16.6       Indemnity.


 


As a separate and
alternative stipulation, the Guarantor unconditionally and irrevocably agrees
that any sum expressed to be payable by the Company under this Indenture, the
Securities or the Coupons but which is for any reason (whether or not now known
or becoming known to the Company, the Guarantor, the Trustee or any Holder of
any Security or Coupon) not recoverable from the Guarantor on the basis of a guarantee
will nevertheless be recoverable from it as if it were the sole principal
debtor and will be paid by it to the Trustee on demand. This indemnity
constitutes a separate and independent obligation from the other obligations in
this Indenture, gives rise to a separate and independent cause of action and
will apply irrespective of any indulgence granted by the Trustee or any Holder
of any Security or Coupon.


 


SECTION 16.7       Payment of Fees.  The Guarantor also agrees to pay any and all
reasonable costs and expenses (including reasonable attorneys’ fees) incurred
by the Trustee or any Holder of Securities in enforcing any of their respective
rights under the Guarantee.


 


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


 


	
   

  	
  ASSURED
  GUARANTY US HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSURED
  GUARANTY LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  BANK OF NEW YORK,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: