Exhibit
4.7


 


GENWORTH FINANCIAL, INC.




 


 


THE BANK OF NEW YORK, Trustee




 


Indenture




 


 


Dated as of
              ,
2004


 

















 


CROSS-REFERENCE TABLE


 


This Cross-Reference Table is not part of the Indenture


 


	
  Trust Indenture Act of 1939
  Section

  	
   

  	
  Indenture
  Section

  	
   

  
	
  310 (a)(1)

  	
   

  	
  7.09

  	
   

  
	
  (a)(2)

  	
   

  	
  7.09

  	
   

  
	
  (a)(3)

  	
   

  	
  Not applicable

  	
   

  
	
  (a)(4)

  	
   

  	
  Not applicable

  	
   

  
	
  (a)(5)

  	
   

  	
  7.09

  	
   

  
	
  (b)

  	
   

  	
  7.08 and 7.10

  	
   

  
	
  (c)

  	
   

  	
  Not applicable

  	
   

  
	
  311 (a)

  	
   

  	
  *

  	
   

  
	
  (b)

  	
   

  	
  *

  	
   

  
	
  (c)

  	
   

  	
  Not applicable

  	
   

  
	
  312 (a)

  	
   

  	
  5.01

  	
   

  
	
  (b)

  	
   

  	
  *

  	
   

  
	
  (c)

  	
   

  	
  *

  	
   

  
	
  313 (a)

  	
   

  	
  5.03

  	
   

  
	
  (b)(1)

  	
   

  	
  Not applicable

  	
   

  
	
  (b)(2)

  	
   

  	
  *

  	
   

  
	
  (c)

  	
   

  	
  *

  	
   

  
	
  (d)

  	
   

  	
  *

  	
   

  
	
  314 (a)

  	
   

  	
  5.02

  	
   

  
	
  (b)

  	
   

  	
  Not applicable

  	
   

  
	
  (c)(1)

  	
   

  	
  14.05

  	
   

  
	
  (c)(2)

  	
   

  	
  14.05

  	
   

  
	
  (c)(3)

  	
   

  	
  Not applicable

  	
   

  
	
  (d)

  	
   

  	
  Not applicable

  	
   

  
	
  (e)

  	
   

  	
  14.05

  	
   

  
	
  (f)

  	
   

  	
  Not applicable

  	
   

  
	
  315 (a)

  	
   

  	
  7.01

  	
   

  
	
  (b)

  	
   

  	
  6.08

  	
   

  
	
  (c)

  	
   

  	
  7.01

  	
   

  
	
  (d)

  	
   

  	
  7.01

  	
   

  
	
  (e)

  	
   

  	
  6.09

  	
   

  
	
  316 (a)(1)

  	
   

  	
  6.01 and 6.07

  	
   

  
	
  (a)(2)

  	
   

  	
  Not applicable

  	
   

  
	
  (b)

  	
   

  	
  6.04

  	
   

  
	
  (c)

  	
   

  	
  *

  	
   

  
	
  317 (a)

  	
   

  	
  6.02

  	
   

  
	
  (b)

  	
   

  	
  4.04(a)

  	
   

  
	
  318 (a)

  	
   

  	
  14.08

  	
   

  



 












*                 Automatically
included under Section 318(c) of the Trust Indenture Act of 1939, as
amended.


 

















 


TABLE
OF CONTENTS


 


	
  ARTICLE 1

  DEFINITIONS

  	
   

  
	
   

  	
   

  
	
  Section 1.01.  Definitions

  	
   

  
	
   

  	
   

  
	
  ARTICLE 2

  DESCRIPTION, EXECUTION,
  REGISTRATION AND EXCHANGE OF SECURITIES

  	
   

  
	
   

  	
   

  
	
  Section 2.01.  Forms

  	
   

  
	
  Section 2.02.  Amount Unlimited; Issuable in Series

  	
   

  
	
  Section 2.03.  Authentication

  	
   

  
	
  Section 2.04.  Date and Denomination of Securities

  	
   

  
	
  Section 2.05.  Execution of Securities

  	
   

  
	
  Section 2.06.  Exchange and Registration of Transfer of Securities

  	
   

  
	
  Section 2.07.  Mutilated, Destroyed, Lost or Stolen Securities

  	
   

  
	
  Section 2.08.  Temporary Securities

  	
   

  
	
  Section 2.09.  Cancellation of Securities Paid, etc

  	
   

  
	
  Section 2.10.  Computation of Interest

  	
   

  
	
  Section 2.11.  Form of Legend for Global Securities

  	
   

  
	
   

  	
   

  
	
  ARTICLE 3

  REDEMPTION OF SECURITIES;
  SINKING FUNDS

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Section 3.01.  Applicability of Article

  	
   

  
	
  Section 3.02.  Notice of Redemption; Selection of Securities

  	
   

  
	
  Section 3.03.  Payment of Securities Called for Redemption

  	
   

  
	
  Section 3.04.  Satisfaction of Mandatory Sinking Fund Payments
  with Securities

  	
   

  
	
  Section 3.05.  Redemption of Securities for Sinking Fund

  	
   

  
	
  Section 3.06.  Repayment at the Option of the Holder

  	
   

  
	
   

  	
   

  
	
  ARTICLE 4

  PARTICULAR COVENANTS OF
  THE COMPANY

  	
   

  
	
   

  	
   

  
	
  Section 4.01.  Payment of Principal, Premium and Interest

  	
   

  
	
  Section 4.02.  Offices for Notices and Payments, etc

  	
   

  
	
  Section 4.03.  Appointment to Fill Vacancies in Trustee’s Office

  	
   

  
	
  Section 4.04.  Provision as to Paying Agent

  	
   

  
	
  Section 4.05.  Statement as to Compliance

  	
   

  
	
  Section 4.06.  Additional Amounts

  	
   

  



 


i

















 


	
  ARTICLE 5

  SECURITYHOLDER LISTS AND
  REPORTS BY THE COMPANY AND THE TRUSTEE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Section 5.01.  Securityholder Lists

  	
   

  
	
  Section 5.02.  Reports by the Company

  	
   

  
	
  Section 5.03.  Reports by the Trustee

  	
   

  
	
   

  	
   

  
	
  ARTICLE 6

  REMEDIES OF THE TRUSTEE
  AND SECURITYHOLDERS ON EVENT OF DEFAULT

  	
   

  
	
   

  	
   

  
	
  Section 6.01.  Events of Default

  	
   

  
	
  Section 6.02.  Payment of Securities on Default; Suit Therefor

  	
   

  
	
  Section 6.03.  Application of Moneys Collected by Trustee

  	
   

  
	
  Section 6.04.  Proceedings by Securityholders

  	
   

  
	
  Section 6.05.  Proceedings by Trustee

  	
   

  
	
  Section 6.06.  Remedies Cumulative and Continuing

  	
   

  
	
  Section 6.07.  Direction of Proceedings and Waiver of Defaults by
  Securityholders

  	
   

  
	
  Section 6.08.  Notice of Defaults

  	
   

  
	
  Section 6.09.  Undertaking to Pay Costs

  	
   

  
	
   

  	
   

  
	
  ARTICLE 7

  CONCERNING THE TRUSTEE

  	
   

  
	
   

  	
   

  
	
  Section 7.01.  Duties and Responsibilities of Trustee

  	
   

  
	
  Section 7.02.  Reliance on Documents, Opinions, etc

  	
   

  
	
  Section 7.03.  No Responsibility for Recitals, etc

  	
   

  
	
  Section 7.04.  Ownership of Securities

  	
   

  
	
  Section 7.05.  Moneys to be Held in Trust

  	
   

  
	
  Section 7.06.  Compensation and Expenses of Trustee

  	
   

  
	
  Section 7.07.  Officers’ Certificate as Evidence

  	
   

  
	
  Section 7.08.  Indentures Not Creating Potential Conflicting
  Interests For The Trustee

  	
   

  
	
  Section 7.09.  Eligibility of Trustee

  	
   

  
	
  Section 7.10.  Resignation or Removal of Trustee

  	
   

  
	
  Section 7.11.  Acceptance by Successor Trustee

  	
   

  
	
  Section 7.12.  Succession by Merger, etc

  	
   

  
	
  Section 7.13.  Other Matters Concerning the Trustee

  	
   

  
	
  Section 7.14.  Appointment of Authenticating Agent

  	
   

  
	
   

  	
   

  
	
  ARTICLE 8

  CONCERNING THE
  SECURITYHOLDERS

  	
   

  
	
   

  	
   

  
	
  Section 8.01.  Action of Securityholders

  	
   

  
	
  Section 8.02.  Proof of Execution by Securityholders

  	
   

  
	
  Section 8.03.  Who Are Deemed Absolute Owners

  	
   

  
	
  Section 8.04.  Company-Owned Securities Disregarded

  	
   

  



 


ii

















 


	
  Section 8.05.  Revocation of Consents; Future Holders Bound

  	
   

  
	
   

  	
   

  
	
  ARTICLE 9

  SECURITYHOLDERS’ MEETINGS

  	
   

  
	
   

  	
   

  
	
  Section 9.01.  Purposes of Meetings

  	
   

  
	
  Section 9.02.  Call of Meetings by Trustee

  	
   

  
	
  Section 9.03.  Call of Meetings by Company or Securityholders

  	
   

  
	
  Section 9.04.  Qualifications for Voting

  	
   

  
	
  Section 9.05.  Quorum; Adjourned Meetings

  	
   

  
	
  Section 9.06.  Regulations

  	
   

  
	
  Section 9.07.  Voting

  	
   

  
	
  Section 9.08.  No Delay of Rights by Meeting

  	
   

  
	
   

  	
   

  
	
  ARTICLE 10

  SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  
	
  Section 10.01.  Supplemental Indentures without Consent of
  Securityholders

  	
   

  
	
  Section 10.02.  Supplemental Indentures with Consent of
  Securityholders

  	
   

  
	
  Section 10.03.  Compliance with Trust Indenture Act; Effect of
  Supplemental Indentures

  	
   

  
	
  Section 10.04.  Notation on Securities

  	
   

  
	
  Section 10.05.  Evidence of Compliance of Supplemental Indenture to
  be Furnished Trustee

  	
   

  
	
   

  	
   

  
	
  ARTICLE 11

  CONSOLIDATION, MERGER,
  SALE OR CONVEYANCE

  	
   

  
	
   

  	
   

  
	
  Section 11.01.  Company May Not Consolidate, etc., Except Under
  Certain Conditions

  	
   

  
	
  Section 11.02.  Successor Corporation or Limited Liability Company
  to be Substituted

  	
   

  
	
  Section 11.03.  Documents to be Given Trustee

  	
   

  
	
   

  	
   

  
	
  ARTICLE 12

  SATISFACTION AND
  DISCHARGE OF INDENTURE

  	
   

  
	
   

  	
   

  
	
  Section 12.01.  Discharge of Indenture

  	
   

  
	
  Section 12.02.  Legal Defeasance

  	
   

  
	
  Section 12.03.  Covenant Defeasance

  	
   

  
	
  Section 12.04.  Deposited Moneys to be Held in Trust by Trustee;
  Miscellaneous Provisions

  	
   

  
	
  Section 12.05.  Paying Agent to Repay Moneys Held

  	
   

  
	
  Section 12.06.  Return of Unclaimed Moneys

  	
   

  
	
  Section 12.07.  Reinstatement

  	
   

  



 


iii

















 


	
  ARTICLE 13

  IMMUNITY OF
  INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

  	
   

  
	
   

  	
   

  
	
  Section 13.01.  Indenture and Securities Solely Corporate
  Obligations

  	
   

  
	
   

  	
   

  
	
  ARTICLE 14

  MISCELLANEOUS
  PROVISIONS

  	
   

  
	
   

  	
   

  
	
  Section 14.01.  Provisions Binding on Company’s Successors

  	
   

  
	
  Section 14.02.  Official Acts by Successor Corporation

  	
   

  
	
  Section 14.03.  Addresses for Notices, Notice to Holders, Waiver

  	
   

  
	
  Section 14.04.  New York Contract

  	
   

  
	
  Section 14.05.  Evidence of Compliance with Conditions Precedent

  	
   

  
	
  Section 14.06.  Legal Holidays

  	
   

  
	
  Section 14.07.  Securities in a Specified Currency other than
  Dollars

  	
   

  
	
  Section 14.08.  Trust Indenture Act to Control

  	
   

  
	
  Section 14.09.  Table of Contents, Headings, etc

  	
   

  
	
  Section 14.10.  Execution in Counterparts

  	
   

  
	
  Section 14.11.  Separability; Benefits

  	
   

  



 


iv

















 


THIS INDENTURE, dated as of
              ,
2004 between Genworth Financial, Inc., a Delaware corporation (the “Company”),
and The Bank of New York, a banking corporation duly organized and existing
under the laws of the State of New York (the “Trustee”),


 


WITNESSETH:


 


WHEREAS, the Company has duly authorized the issue from time to time of
its unsecured debentures, notes or other evidences of indebtedness to be issued
in one or more series (the “Securities”) up to such principal amount or amounts
as may from time to time be authorized in accordance with the terms of this
Indenture and to provide, among other things, for the authentication, delivery
and administration thereof, the Company has duly authorized the execution and
delivery of this Indenture; and


 


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


 


NOW, THEREFORE:


 


In consideration of the premises and the purchases of the Securities by
the holders thereof, the Company and the Trustee mutually covenant and agree
for the equal and proportionate benefit of the respective holders from time to
time of the Securities as follows:


 


ARTICLE 1

DEFINITIONS


 


Section 1.01.  Definitions.  The terms defined in this Section 1.01 (except as herein
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture shall have the respective meanings specified in this
Section 1.01. All other terms used in this Indenture which are defined in the Trust
Indenture Act of 1939, as amended, or which are by reference therein defined in
the Securities Act of 1933, as amended (except as herein otherwise expressly
provided or unless the context otherwise requires), shall have the meanings
assigned to such terms in said Trust Indenture Act and in said Securities Act
as in force at the date of this Indenture as originally executed. The words
“herein,” “hereof,” and “hereunder” and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or
other subdivision.


 

















 


Authenticating Agent:


 


The term “Authenticating Agent” shall mean any Person authorized by the
Trustee pursuant to Section 7.14 to act on behalf of the Trustee to
authenticate Securities.


 


Beneficial Owner:


 


The term “Beneficial Owner” shall mean a Person who is the beneficial
owner of an interest in a Global Security as reflected on the books of the
Depositary or on the books of a Person maintaining an account with such
Depositary (directly as a Depositary participant or as an indirect participant,
in each case in accordance with the rules of such Depositary).


 


Board of Directors:


 


The term “Board of Directors” shall mean the Board of Directors of the
Company or any Committee of such Board or specified officers and employees of
the Company to which the powers of such Board have been lawfully delegated.


 


Company:


 


The term “Company” shall mean Genworth Financial, Inc., a Delaware
corporation, until any successor corporation or limited liability company shall
have become such pursuant to the provisions of Article Eleven, and
thereafter “Company” shall mean such successor, except as otherwise provided in
Section 11.02.


 


Depositary:


 


The term “Depositary” shall mean, with respect to Securities of any
series issuable in whole or in part in the form of one or more Global
Securities, a clearing agency registered under the Securities Exchange Act of
1934, as amended, that is designated to act as Depositary for such Securities
as contemplated by Section 2.02.


 


Dollar:


 


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


 


Event of Default:


 


The term “Event of Default” shall have the meaning specified in Section
6.01.


 


2

















 


Global Security:


 


The term “Global Security” shall mean a Security that evidences all or
part of the Securities of any series and bears the legend set forth in Section
2.11 (or such legend as may be specified as contemplated by Section 2.02 for
such Securities).


 


Indenture:


 


The term “Indenture” shall mean this instrument as originally executed
or as it may be amended or supplemented from time to time as herein provided,
and shall include the form and terms of particular series of Securities
established as contemplated hereunder.


 


Interest:


 


The term “interest,” when used with respect to a non-interest bearing
Security, means interest payable after the principal thereof has become due and
payable whether at maturity, by declaration of acceleration, by call for
redemption, pursuant to a sinking fund, or otherwise.


 


Officers’ Certificate:


 


The term “Officers’ Certificate” shall mean a certificate signed by the
President, the Chairman or any Vice Chairman of the Board or any Vice President
and by the Treasurer or any Assistant Treasurer, the Comptroller or the
Secretary or any Assistant Secretary of the Company and delivered to the
Trustee. Each such certificate shall comply with Section 314 of the Trust
Indenture Act of 1939 and include the statements provided for in Section 14.05
if and to the extent required by the provisions of such Section.


 


Opinion of Counsel:


 


The term “Opinion of Counsel” shall mean an opinion in writing signed
by legal counsel, who may be an employee of or of counsel to the Company, or
may be other counsel, in any case, satisfactory to the Trustee. Each such
opinion shall comply with Section 314 of the Trust Indenture Act of 1939
and include the statements provided for in Section 14.05 if and to the extent
required by the provisions of such Sections.


 


Original Issue Discount Security:


 


The term “Original Issue Discount Security” shall mean any Security
which provides for an amount less than the principal amount thereof to be due
and payable upon a declaration of acceleration of the maturity thereof pursuant
to Section 6.01.


 


3

















 


Overdue Rate:


 


The term “Overdue Rate” with respect to each series of Securities shall
mean the rate of interest designated as such in the resolution of the Board of
Directors or the supplemental indenture, as the case may be, relating to such
series as contemplated by Section 2.02, or if no such rate is specified, the
rate at which such Securities shall bear interest.


 


Person:


 


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


 


Principal Office of the Trustee:


 


The term “principal office of the Trustee,” or other similar term,
shall mean the office of the Trustee at which at any particular time its
corporate trust business shall be principally administered.


 


Responsible Officer:


 


The term “Responsible Officer” when used with respect to the Trustee
shall mean any officer of the Trustee within the Corporate Trust
Division–Corporate Finance Unit (or any successor unit or department) of the
Trustee located at the address designated by reference in or pursuant to
Section 14.03 hereof who has direct responsibility for administration of the
Indenture and, for purposes of Sections 6.08 and 7.01 hereof, also includes any
officer or assistant officer of the Trustee customarily performing similar functions
to whom any corporate trust matter is referred because of his knowledge of and
familiarity with the particular subject.


 


Security or Securities; Outstanding:


 


The terms “Security” or “Securities” shall mean any Security or
Securities, as the case may be, authenticated and delivered under this
Indenture.


 


The term “Outstanding,” when used with reference to Securities, shall,
subject to the provisions of Section 8.04, mean, as of any particular time, all
Securities authenticated and delivered by the Trustee under this Indenture,
except


 


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


 


(b)           Securities, or portions thereof, for the
payment or redemption of which moneys in the necessary amount shall have been
deposited in trust with the Trustee or with any paying agent (other than the
Company) or shall have been set aside and segregated in trust by the Company
(if the Company shall act as its own


 


4

















 


paying agent), provided that if such Securities are to be redeemed
prior to the maturity thereof, notice of such redemption shall have been mailed
as in Article Three provided, or provision satisfactory to the Trustee
shall have been made for mailing such notice;


 


(c)           Securities as to which defeasance has been
effected pursuant to Section 12.02; and


 


(d)           Securities in lieu of or in substitution for
which other Securities shall have been authenticated and delivered, or which
shall have been paid, pursuant to the terms of Section 2.07, unless proof
satisfactory to the Trustee is presented that any such Securities are held by
persons in whose hands any of such Securities is a valid, binding and legal
obligation of the Company.


 


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, the principal amount of an
Original Issue Discount Security that shall be deemed to be Outstanding for such
purposes shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon a declaration of acceleration
of the maturity thereof pursuant to Section 6.01.


 


Securityholder:


 


The term “Securityholder,” “holder of Securities,” or other similar
terms, shall mean any person in whose name at the time a particular Security is
registered on the books of the Company kept for that purpose in accordance with
the terms hereof.


 


Significant Subsidiary:


 


The term “Significant Subsidiary” shall have the same meaning as the
definition of that term set forth in Rule 1-02 of Regulation S-X as promulgated
by the Securities and Exchange Commission.


 


Specified Currency:


 


The term “Specified Currency” shall mean the currency in which a
Security is denominated, which may include Dollars, any foreign currency or any
composite of two or more currencies.


 


Trust Indenture Act of 1939:


 


The term “Trust Indenture Act of 1939” shall mean the Trust Indenture
Act of 1939 as it was in force at the date of execution of this Indenture,
except as provided in Section 10.03.


 


5

















 


Trustee:


 


The term “Trustee” shall mean the corporation or association named as
Trustee in this Indenture and, subject to the provisions of Article Seven
hereof, shall also include its successors and assigns as Trustee hereunder. If
pursuant to the provisions of this Indenture there shall be at any time more
than one Trustee hereunder, the term “Trustee” as used with respect to
Securities of any series shall mean the Trustee with respect to Securities of
that series.


 


U.S. Government Obligations:


 


The term “U.S. Government Obligations” shall have the meaning specified
in Section 12.02.


 


ARTICLE 2

DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES


 


Section 2.01.  Forms. 
(a)  The Securities of each series shall be in
substantially such form as shall be established by or pursuant to a resolution
of the Board of Directors or in one or more indentures supplemental hereto, in
each case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
legends or endorsements placed thereon as the officers executing the same may
approve (execution thereof to be conclusive evidence of such approval) and as
are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Securities of such series may be listed, or to conform to usage.


 


(b)           The resolutions adopted by the Board of
Directors or in one or more indentures supplemental hereto establishing the
form and terms of the Securities of any series pursuant to Sections 2.01 and
2.02, respectively, of this Indenture, may provide for issuance of Global
Securities. If Securities of a series are so authorized to be issued as Global
Securities, any such Global Security may provide that it shall represent that
aggregate amount of Securities 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 reduced to reflect exchanges. Any endorsement of a
Global Security to reflect the amount, or any increase or decrease in the
amount or changes in the rights of holders of Securities represented thereby,
shall be made in such manner and by such person or persons as shall be
specified therein.


 


(c)           The Trustee’s Certificate of Authentication
on all Securities shall be in substantially the following form:


 


“This is one of the Securities of the series designated therein
described in the within-mentioned Indenture.


 


6

















 


	
   

  	
  THE BANK OF NEW YORK, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


Section 2.02.  Amount Unlimited; Issuable in Series.  The aggregate principal amount of
Securities which may be authenticated and delivered under this Indenture is
unlimited.


 


The Securities may be issued in one or more series. There shall be
established in or pursuant to a resolution of the Board of Directors or
established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series:


 


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


 


(2)           any limit upon the aggregate principal
amount of the Securities of the series which may be authenticated and delivered
under this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Sections 2.06, 2.07, 2.08, 3.03, 3.06 or
10.04);


 


(3)           the date or dates on which the principal and
premium, if any, of the Securities of the series is payable;


 


(4)           the rate or rates, or the method of
determination thereof, at which the Securities of the series shall bear
interest, if any, the date or dates from which such interest shall accrue, the
interest payment dates on which such interest shall be payable and, if other
than as set forth in Section 2.04, the record dates for the determination of
holders to whom interest is payable;


 


(5)           in addition to the office or agency of the
Company in the Borough of Manhattan, The City of New York required to be
maintained pursuant to Section 4.02, any other place or places where the
principal of, and premium, if any, and any interest on Securities of the series
shall be payable;


 


(6)           the Specified Currency of the Securities of
the series;


 


(7)           the currency or currencies in which payments
on the Securities of the series are payable, if other than the Specified
Currency;


 


(8)           the price or prices at which, the period or
periods within which and the terms and conditions upon which Securities of the
series


 


7

















 


may be redeemed, in whole or in part, at the option of the Company,
pursuant to any sinking fund or otherwise;




(9)           the obligation, if any, of the Company to
redeem, purchase or repay Securities of the series pursuant to any sinking fund
or analogous provisions or at the option of a holder thereof and the price at
which or process by which and the period or periods within which and the terms
and conditions upon which Securities of the series shall be redeemed, purchased
or repaid, in whole or in part, pursuant to such obligation;


 


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


 


(11)         if other than the principal amount thereof,
the portion of the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the maturity thereof pursuant to
Section 6.01;


 


(12)         if the principal of or interest on the
Securities of the series are to be payable, at the election of the Company or a
holder thereof, in a coin or currency other than the Specified Currency, the
period or periods within which, and the terms and conditions upon which, such
election may be made;


 


(13)         if the amount of payments of principal of and
interest on the Securities of the series may be determined with reference to an
index based on a coin or currency other than the Specified Currency, the manner
in which such amounts shall be determined;


 


(14)         any Events of Default with respect to the
Securities of the series, if not set forth herein;


 


(15)         if other than the rate of interest stated in
the title of the Securities of the series, the applicable Overdue Rate;


 


(16)         in the case of any series of non-interest
bearing Securities, the applicable dates for purposes of clause (a) of Section
5.01;


 


(17)         if other than The Bank of New York is to act
as Trustee for the Securities of the series, the name and Principal Office of
such Trustee;


 


(18)         if either or both of Sections 12.02 and 12.03
do not apply to any Securities of the series;


 


(19)         if applicable, that any Securities of the
series shall be issuable in whole or in part in the form of one or more Global
Securities and, in such case, the name of the respective Depositaries for such
Global


 


8

















 


Securities, the form of any legend or legends which shall be borne by
any such Global Security in addition to or in lieu of that set forth in Section
2.11 and any circumstances in addition to or in lieu of those set forth in
clause (2) of Section 2.06 in which any such Global Security may be exchanged
in whole or in part for Securities registered, and any transfer of such Global
Security in whole or in part may be registered, in the name or names of Persons
other than the Depositary for such Global Security or a nominee thereof;


 


(20)         any addition to the covenants set forth in
Article Four which applies to Securities of the series and whether any
such covenant shall be subject to covenant defeasance under Section 12.03; and


 


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


 


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 such resolution of the Board of Directors or in any such indenture
supplemental hereto.


 


Section 2.03.  Authentication.  At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Securities of any
series executed by the Company to the Trustee for authentication. Except as
otherwise provided in this Article Two, the Trustee shall thereupon
authenticate and deliver said Securities to or upon the written order of the
Company, signed by its President, its Chairman or any Vice Chairman of the
Board or one of its Vice Presidents and by its Treasurer, its Controller or its
Secretary. In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive and (subject to Section 7.01) shall be
fully protected in relying upon:


 


(1)           a copy of any resolution or resolutions of
the Board of Directors relating thereto and, if applicable, an appropriate
record of any action taken pursuant to such resolution, in each case certified
by the Secretary or an Assistant Secretary of the Company;


 


(2)           an executed supplemental indenture, if any,
relating thereto;


 


(3)           an Officers’ Certificate prepared in
accordance with Section 14.05 which shall also state to the best knowledge of
the signers of such Certificate that no Event of Default with respect to any
series of Securities shall have occurred and be continuing; and


 


(4)           an Opinion of Counsel prepared in accordance
with Section 14.05 to the effect


 


9

















 


(a)           that the form of such Securities has been
established by or pursuant to a resolution of the Board of Directors or by a
supplemental indenture as permitted by Section 2.01 in conformity with the
provisions of this Indenture;


 


(b)           that the terms of such Securities have been
established by or pursuant to a resolution of the Board of Directors or by a
supplemental indenture as permitted by Section 2.02 in conformity with the
provisions of this Indenture;


 


(c)           that such Securities, when 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 legal,
valid and binding obligations of the Company, enforceable in accordance with
their terms, subject to bankruptcy, insolvency, reorganization and other laws
of general applicability relating to or affecting the enforcement of creditors’
rights and to general equity principles;


 


(d)           that the Company has the corporate power to
issue such Securities, and has duly taken all necessary corporate action with
respect to such issuance;


 


(e)           that the issuance of such Securities will
not contravene the organizational certificate or by-laws of the Company or
result in any violation of any of the terms or provisions of any law or
regulation or of any indenture, mortgage or other material agreement known to such
Counsel by which the Company or any of its Subsidiaries is bound, except to the
extent such violation of any indenture, mortgage or other material agreement
would not, singly or in the aggregate, have a material adverse effect on the
Company and its Subsidiaries taken as a whole; and


 


(f)            that all laws and requirements in respect
of the execution and delivery by the Company of such Securities and the related
supplemental indenture, if any, have been complied with and that authentication
and delivery of such Securities and the execution and delivery of the related
supplemental indenture, if any, by the Trustee will not violate the terms of
this Indenture.


 


The Trustee shall have the right to decline to authenticate and deliver
or cause to be authenticated and delivered any Securities under this Section
2.03 if the Trustee, being advised by counsel, determines that such action may
not lawfully be taken or if the Trustee in good faith by its board of directors
or trustees, executive committee, or a trust committee of directors or trustees
and/or vice presidents shall determine that such action would expose the
Trustee to personal liability to existing Securityholders.


 


Section 2.04.  Date and Denomination of Securities.  The Securities of each series
shall be issuable in registered form without coupons in such denominations as
shall be specified as contemplated by Section 2.02. In the absence of any such
specification with respect to the Securities of any series, the Securities of
such series shall be issuable in denominations of $1,000 and any


 


10

















 


multiple of $1,000. Securities of each series shall be numbered,
lettered or otherwise distinguished in such manner or in accordance with such
plan as the officers of the Company executing the same may determine with the
approval of the Trustee.


 


Every Security shall be dated the date of its authentication.


 


The person in whose name any Security of a particular series is
registered at the close of business on any record date (as hereinafter defined)
with respect to any interest payment date for such series shall be entitled to
receive the interest payable on such interest payment date notwithstanding the
cancellation of such Security upon any registration of transfer or exchange
subsequent to the record date and prior to such interest payment date; provided,
however, that if and to the extent that the Company shall default in
the payment of the interest due on such interest payment date, such defaulted
interest shall be paid to the persons in whose names Outstanding Securities of
such series are registered on a subsequent record date established by notice
given by mail by or on behalf of the Company to the holders of such Securities
not less than 15 days preceding such subsequent record date, such record date
to be not less than five days preceding the date of payment of such defaulted
interest. Except as otherwise specified as contemplated by Section 2.02 for
Securities of a particular series, the term “record date” as used in this
Section 2.04 with respect to any regular interest payment date, shall mean, the
last day of the calendar month preceding such interest payment date if such
interest payment date is the fifteenth day of such calendar month, and shall
mean the fifteenth day of the calendar month preceding such interest payment
date if such interest payment date is the first day of a calendar month,
whether or not such day shall be a day on which banking institutions in The
City of New York are authorized or required by law or executive order to close
or remain closed.


 


Interest on the Securities may at the option of the Company be paid by
check mailed to the persons entitled thereto at their respective addresses as
such appear on the registry books of the Company.


 


Section 2.05.  Execution of Securities.  The Securities shall be signed in
the name and on behalf of the Company by the manual or facsimile signature of
its President, its Chairman of the Board or Chief Financial Officer and its
Treasurer or Assistant Treasurer, its Secretary or Assistant Secretary, under
its corporate seal (which may be printed, engraved or otherwise reproduced
thereon, by facsimile or otherwise). Only such Securities as shall bear thereon
a certificate of authentication substantially in the form herein recited,
executed by the Trustee by the manual signature of an authorized officer, shall
be entitled to the benefits of this Indenture or be valid or obligatory for any
purpose. Such certificate by the Trustee upon any Security executed by the
Company shall be conclusive evidence that the Security so authenticated has
been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of this Indenture.


 


11

















 


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


 


Section 2.06.  Exchange and Registration of Transfer of
Securities.  Securities of
any series may be exchanged for a like aggregate principal amount of Securities
of the same series of other authorized denominations. Securities to be
exchanged shall be surrendered, at the option of the holders thereof, either at
the office or agency designated and maintained by the Company for such purpose
in the Borough of Manhattan, The City of New York, in accordance with the
provisions of Section 4.02 or at any of such other offices or agencies as may
be designated and maintained by the Company for such purpose in accordance with
the provisions of Section 4.02, and the Company shall execute and register and
the Trustee shall authenticate and deliver in exchange therefor the Security or
Securities which the Securityholder making the exchange shall be entitled to receive.
Each person designated by the Company pursuant to the provisions of Section
4.02 as a person authorized to register and register transfer of the Securities
is sometimes herein referred to as a “Security registrar”.


 


The Company shall keep, at each such office or agency, a register for
each series of Securities issued hereunder (the registers of all Security
registrars being herein sometimes collectively referred to as the “Security
register” or the “registry books of the Company”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall register
Securities and shall register the transfer of Securities as in this
Article Two provided. The Security register shall be in written form or in
any other form capable of being converted into written form within a reasonable
time. At all reasonable times the Security registrar shall be open for
inspection by the Trustee and any Security registrar other than the Trustee.
Upon due presentment for registration or registration of transfer of any
Security of any series at any designated office or agency, the Company shall
execute and register and the Trustee shall authenticate and deliver in the name
of the transferee or transferees a new Security or Securities of the same
series for an equal aggregate principal amount. Registration or registration of
transfer of any Security by any Security registrar in the registry books of the
Company maintained by such Security registrar, and delivery of such Security,
duly authenticated, shall be deemed to complete the registration or
registration of transfer of such Security.


 


No person shall at any time be designated as or act as a Security
registrar unless such person is at such time empowered under applicable law to
act as such under and to the extent required by applicable law and regulations.


 


12

















 


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


 


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


 


The Company shall not be required to exchange or register a transfer of
(a) any Securities of any series for the period of 15 days next preceding the
selection of Securities of that series to be redeemed and thereafter until the
date of the mailing of a notice of redemption of Securities of that series selected
for redemption, or (b) any Securities selected, called or being called for
redemption in whole or in part except, in the case of any Security to be
redeemed in part, the portion thereof not so to be redeemed.


 


The provisions of clauses (1), (2), (3), (4), (5), (6) and (7) below
shall apply only to Global Securities:


 


(1)           Each Global Security authenticated under
this Indenture shall be registered in the name of the Depositary designated for
such Global Security or a nominee thereof and delivered to such Depositary or
nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes under this Indenture.


 


(2)           Notwithstanding any other provision in this
Indenture, no Global Security may be exchanged in whole or in part for
Securities registered, and no transfer of a Global Security in whole or in part
may be registered, in the name of any Person other than the Depositary for such
Global Security or a nominee thereof unless (A) such Depositary (i) has notified
the Company that it is unwilling or unable to continue its services as
Depositary for such Global Security and no successor Depositary has been
appointed within 90 days after such notice or (ii) ceases to be a “clearing
agency” registered under Section 17A of the Securities Exchange Act of
1934 when the Depositary is required to be so registered to act as the
Depositary and so notifies the Company, and no successor Depositary has been
appointed within 90 days after such notice, (B) the Company determines at any
time that the Securities shall no longer be represented by Global Securities
and shall inform such Depository of such determination and participants in such
Depository elect to withdraw their beneficial interests in the Securities from
such Depository, following notification by the Depository of their right to do
so, (C) such exchange is made upon request by or on behalf of the Depository in
accordance with


 


13

















 


customary procedures, following the request of a Beneficial Owner
seeking to exercise or enforce its rights under the Securities.


 


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


 


(4)           Every Security authenticated and delivered
upon registration of transfer of, or in exchange for or in lieu of, a Global
Security or any portion thereof shall be authenticated and delivered in the
form of, and shall be, a Global Security, unless such Security is registered in
the name of a Person other than the Depositary for such Global Security or a
nominee thereof.


 


(5)           Subject to the provisions of clause (7)
below, the registered Holder may grant proxies and otherwise authorize any
Person, including Agent Members (as defined below in clause (7)) and Persons
that may hold interests through Agent Members, to take any action which a
Holder is entitled to take under this Indenture or the Securities.


 


(6)           In the event of the occurrence of any of the
events specified in clause (2) above, the Company will promptly make available
to the Trustee a reasonable supply of certificated Securities in definitive,
fully registered form, without interest coupons.


 


(7)           Neither any members of, or participants in,
the Depositary (collectively, the “Agent Members”) nor any other Persons on
whose behalf Agent Members may act shall have any rights under this Indenture
with respect to any Global Security registered in the name of the Depositary or
any nominee thereof, or under any such Global Security, and the Depositary or
such nominee, as the case may be, may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the absolute owner and holder of
such Global Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company or the Trustee or any agent
of the Company or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by the Depositary or such nominee, as
the case may be, or impair, as between the Depositary, its Agent Members and
any other person on whose behalf an Agent Member may act, the operation of
customary practices of such Persons governing the exercise of the rights of a
holder of any Security.


 


Section 2.07.  Mutilated, Destroyed, Lost or Stolen
Securities.  In case any
temporary or definitive Security shall become mutilated or be destroyed, lost
or stolen, the Company in the case of a mutilated Security shall, and in the
case of a


 


14

















 


lost, stolen or destroyed Security may in its discretion, execute and,
upon the written request or authorization of any officer of the Company, the
Trustee shall authenticate and deliver, a new Security of the same series,
bearing a number not contemporaneously Outstanding, in exchange and
substitution for the mutilated Security, or in lieu of and in substitution for
the Security so destroyed, lost or stolen. In every case the applicant for a
substituted Security shall furnish to the Company and to the Trustee such
security or indemnity as may be required by them to save each of them harmless,
and, in every case of destruction, loss or theft, the applicant shall also
furnish the Company and to the Trustee evidence to their satisfaction of the
destruction, loss or theft of such Security and the ownership thereof.


 


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


 


Every substituted Security issued pursuant to the provisions of this
Section 2.07 by virtue of the fact that any Security is destroyed, lost or
stolen shall constitute an additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security shall be found at any
time, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of the same series duly
issued hereunder. All Securities shall be held and owned upon the express
condition that the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities and
shall preclude (to the extent lawful) any and all other rights or remedies with
respect to the replacement or payment of negotiable instruments or other
securities without their surrender.


 


Section 2.08.  Temporary Securities.  Pending the preparation of
definitive Securities of any series the Company may execute and the Trustee
shall authenticate and deliver temporary Securities (printed, lithographed or
typewritten). Temporary Securities shall be issuable in any authorized
denomination and substantially in the form of the definitive Securities in lieu
of which they are issued, but with such omissions, insertions and variations as
may be appropriate for temporary Securities, all as may be determined by the
Company. Every such temporary Security shall be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with the
same effect, as the definitive Securities in lieu of which they are issued.
Without unreasonable delay the Company will execute and deliver to the Trustee
definitive


 


15

















 


Securities of such series and thereupon any or all temporary Securities
of such series may be surrendered in exchange therefor, at the option of the
holders thereof, either at the office or agency to be designated and maintained
by the Company for such purpose in the Borough of Manhattan, The City of New
York, in accordance with the provisions of Section 4.02 or at any of such other
offices or agencies as may be designated and maintained by the Company for such
purpose in accordance with the provisions of Section 4.02, and the Trustee
shall authenticate and deliver in exchange for such temporary Securities an
equal aggregate principal amount of definitive Securities of the same series.
Such exchange shall be made by the Company at its own expense and without any
charge therefor. 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 the same series authenticated and delivered hereunder.


 


Section 2.09.  Cancellation of Securities Paid, etc.  All Securities surrendered for
the purpose of payment, redemption, repayment, exchange or registration of
transfer or for credit against any sinking fund shall, if surrendered to the
Company, any Security registrar, any paying agent or any other agent of the
Company or of the Trustee, be delivered to the Trustee and promptly cancelled
by it, or, if surrendered to the Trustee, shall be promptly cancelled by it,
and no Securities shall be issued in lieu thereof except as expressly permitted
by any of the provisions of this Indenture. The Trustee may dispose of
cancelled Securities in accordance with its customary procedures and deliver a
certificate of such disposition to the Company or, at the written request of
the Company, shall deliver cancelled Securities to the Company. If the Company
shall acquire any of the Securities, however, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness represented by such
Securities unless and until the same are delivered to the Trustee for
cancellation.


 


Section 2.10.  Computation of Interest.  Except as otherwise specified as
contemplated by Section 2.02 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.


 


Section 2.11.  Form of Legend for Global Securities.  Unless otherwise specified as contemplated
by Section 2.02 for the Securities evidenced thereby, every Global Security
authenticated and delivered hereunder shall bear a legend in substantially the
following form (or such other form as a securities exchange or Depositary may
request or require):


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY OR A NOMINEE OF THE DEPOSITORY TRUST COMPANY. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITORY TRUST COMPANY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES


 


16

















 


DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
BY THE DEPOSITORY TRUST COMPANY TO A NOMINEE OF THE DEPOSITORY TRUST COMPANY OR
BY A NOMINEE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITORY TRUST COMPANY OR
ANOTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


ARTICLE 3

REDEMPTION OF SECURITIES; SINKING FUNDS


 


Section 3.01.  Applicability of Article.  The provisions of this Article shall be
applicable, as the case may be, (i) to the Securities of any series which are
redeemable before their maturity and (ii) to any sinking fund for the
retirement of Securities of any series, in either case except as otherwise
specified as contemplated by Section 2.02 for Securities of such series.


 


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 any series is herein referred to as an “optional sinking
fund payment”.


 


Section 3.02.  Notice of Redemption; Selection of
Securities.  In case the
Company shall desire to exercise any right to redeem all, or, as the case may
be, any part of, the Securities of any series in accordance with their terms,
it shall fix a date for redemption and shall mail a notice of such redemption
at least 30 and not more than 60 days prior to the date fixed for redemption to
the holders of Securities of such series so to be redeemed as a whole or in
part at their last addresses as the same appear on the registry books of the
Company and to the Trustee, except as the resolutions adopted by the Board of
Directors to establish the terms of any series of Securities may otherwise
provide. Such mailing shall be by first class mail. The notice if mailed in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not the holder


 


17

















 


receives such notice. In any case, failure to give such notice by mail
or any defect in the notice to the holder of any Security of a series
designated for redemption as a whole or in part shall not affect the validity
of the proceedings for the redemption of any other Security of such series.


 


Each such notice of redemption shall specify the date fixed for
redemption, the redemption price at which the Securities of such series are to
be redeemed (or if not then ascertainable, the manner of calculation thereof),
the place or places of payment, that payment will be made upon presentation and
surrender of such Securities, that any interest accrued to the date fixed for
redemption will be paid as specified in said notice, and that on and after said
date any interest thereon or on the portions thereof to be redeemed will cease
to accrue. Where the redemption price is not ascertainable at the time the
notice of redemption is given as aforesaid, the Company shall notify the
Trustee of said redemption price promptly after the calculation thereof. If
less than all the Securities of a series are to be redeemed the notice of
redemption shall specify the number or numbers of the Securities of that series
to be redeemed. In case any Security of a series is to be redeemed in part
only, the notice of redemption shall state the portion of the principal amount thereof
to be redeemed and shall state that on and after the date fixed for redemption,
upon surrender of such Security, a new Security or Securities of that series in
principal amount equal to the unredeemed portion thereof will be issued.


 


Prior to the redemption date specified in the notice of redemption
given as provided in this Section 3.02, the Company will deposit with the
Trustee or with one or more paying agents (or if the Company is acting as its
own paying agent will segregate and hold in trust as provided in Section 4.04)
an amount of money sufficient to redeem on the redemption date all the
Securities or portions thereof so called for redemption, together with accrued
interest to the date fixed for redemption. If less than all the Securities of a
series are to be redeemed the Company will give the Trustee notice not less
than 60 days (or such shorter period as may be acceptable to the Trustee) prior
to the redemption date as to the aggregate principal amount of Securities of
such series to be redeemed and the Trustee shall select or cause to be
selected, in such manner as in its sole discretion it shall deem appropriate
and fair, the Securities of that series or portions thereof to be redeemed.
Securities of a series may be redeemed in part only in multiples of the
smallest authorized denomination of that series.


 


Section 3.03.  Payment of Securities Called for
Redemption.  If notice of
redemption has been given as provided in Section 3.02 or Section 3.05, the
Securities or portions of Securities of the series with respect to which such
notice has been given shall become due and payable on the date and at the place
or places stated in such notice at the applicable redemption price, together
with any interest accrued to the date fixed for redemption, and on and after
said date (unless the Company shall default in the payment of such Securities
or portions of such Securities, together with any interest accrued to said
date) any interest on the Securities of such series or portions of Securities
of such series so called for


 


18

















 


redemption shall cease to accrue. On presentation and surrender of such
Securities at a place of payment in said notice specified, the said Securities
or the specified portions thereof shall be paid and redeemed by the Company at
the applicable redemption price, together with any interest accrued thereon to
the date fixed for redemption; provided, however, that any regularly
scheduled installment of interest becoming due on or prior to the date fixed
for redemption shall be payable to holders of such Securities registered as
such on the relevant record date according to their terms.


 


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


 


Section 3.04.  Satisfaction of Mandatory Sinking Fund
Payments with Securities.  In
lieu of making all or any part of any mandatory sinking fund payment with
respect to any Securities of a series in cash, the Company may at its option
(a) deliver to the Trustee Securities of that series theretofore purchased or
otherwise acquired by the Company, or (b) receive credit for the principal
amount of Securities of that series which have been redeemed either at the
election of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms
of such Securities; provided that such 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 mandatory sinking fund payment shall be reduced accordingly.


 


Section 3.05.  Redemption of Securities for Sinking
Fund.  Not less than 60 days
prior to each sinking fund payment date for any series of Securities, the
Company will deliver to the Trustee a certificate signed by the Treasurer or
any Assistant Treasurer of the Company specifying the amount of the next ensuing
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 (which
cash may be deposited with the Trustee or with one or more paying agents, or if
the Company is acting as its own paying agent segregated and held in trust as
provided in Section 4.04) and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 3.04 (which Securities, if not theretofore delivered, will accompany
such certificate) and whether the Company intends to exercise its right to make
a permitted optional sinking fund payment with respect to such series. Such
certificate shall also state that no Event of Default has occurred and is
continuing with respect to such series. Such certificate shall be irrevocable
and upon its delivery the Company shall be obligated to make the cash payment
or payments therein referred to, if any, on or before the next succeeding
sinking fund payment date. In the case of the failure of the Company to deliver
such certificate (or to deliver the


 


19

















 


Securities specified in this paragraph), the sinking fund payment due
on the next succeeding sinking fund payment date for that series shall be paid
entirely in cash and shall be sufficient to redeem the principal amount of such
Securities subject to a mandatory sinking fund payment without the option to
deliver or credit Securities as provided in Section 3.04 and without the right
to make any optional sinking fund payment, if any, with respect to such series.


 


Any sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made in cash
which shall equal or exceed $100,000 or the equivalent amount in the Specified
Currency (if other than Dollars) (or a lesser sum if the Company shall so
request or determine) with respect to the Securities of any particular series
shall be applied by the Trustee (or by the Company if the Company is acting as
its own paying agent) on the sinking fund payment date on which such payment is
made (or, if such payment is made before a sinking fund payment date, on the
next sinking fund payment date following the date of such payment) to the
redemption of such Securities at the redemption price specified in such
Securities for operation of the sinking fund together with accrued interest, if
any, to the date fixed for redemption. Any sinking fund moneys not so applied
or allocated by the Trustee (or by the Company if the Company is acting as its
own paying agent) to the redemption of Securities shall be added to the next
cash sinking fund payment received by the Trustee (or if the Company is acting
as its own paying agent, segregated and held in trust as provided in Section
4.04) for such series and, together with such payment (or such amount so
segregated), shall be applied in accordance with the provisions of this Section
3.05. Any and all sinking fund moneys with respect to the Securities of any
particular series held by the Trustee (or if the Company is acting as its own
paying agent, segregated and held in trust as provided in Section 4.04) on the
last sinking fund payment date with respect to Securities of such series and
not held for the payment or redemption of particular Securities of such series
shall be applied by the Trustee (or by the Company if the Company is acting as
its own paying agent), together with other moneys, if necessary, to be
deposited (or segregated) sufficient for the purpose, to the payment of the
principal of the Securities of that series at maturity.


 


The Trustee shall select or cause to be selected the Securities to be
redeemed upon such sinking fund payment date in the manner specified in the
last paragraph of Section 3.02 and the Company shall cause notice of the
redemption thereof to be given in the manner provided in Section 3.02 except
that the notice of redemption shall also state that the Securities are being
redeemed by operation of the sinking fund. Such notice having been duly given,
the redemption of such Securities shall be made upon the terms and in the
manner stated in Section 3.03.


 


On or before each sinking fund payment date, the Company shall pay to
the Trustee in cash (or if the Company is acting as its own paying agent will
segregate and hold in trust as provided in Section 4.04) a sum equal to any
interest accrued to the date fixed for redemption of Securities or portions
thereof to be redeemed on such sinking fund payment date pursuant to this
Section.


 


20

















 


Neither the Trustee nor the Company shall redeem any Securities of a
series with sinking fund moneys or mail any notice of redemption of such
Securities by operation of the sinking fund for such series during the
continuance of a default in payment of interest, if any, on such Securities or
of any Event of Default (other than an Event of Default occurring as a
consequence of this paragraph) with respect to such Securities, except that if
the notice of redemption of any such Securities shall theretofore have been
mailed in accordance with the provisions hereof, the Trustee (or the Company if
the Company is acting as its own paying agent) shall redeem such Securities if cash
sufficient for that purpose shall be deposited with the Trustee (or segregated
by the Company) for that purpose in accordance with the terms of this Article.
Except as aforesaid, any moneys in the sinking fund for such series at the time
when any such default or Event of Default shall occur and any moneys thereafter
paid into such sinking fund shall, during the continuance of such default or
Event of Default, be held as security for the payment of such Securities; provided,
however, that in case such default or Event of Default shall have
been cured or waived as provided herein, such moneys shall thereafter be
applied on the next sinking fund payment date for such Securities on which such
moneys may be applied pursuant to the provisions of this Section.


 


Section 3.06.  Repayment at the Option of the Holder.  Any series of Securities may be
made, by provision contained in or established pursuant to a supplemental
indenture or a resolution of the Board of Directors pursuant to Section 2.02
hereof, subject to repayment, in whole or in part, at the option of the holder
on a date or dates specified prior to maturity, at a price equal to 100% of the
principal amount thereof, together with accrued interest to the date of
repayment, on such notice as may be required, provided, however, that the
holder of a Security may only elect partial repayment in an amount that will
result in the portion of such Security that will remain Outstanding after such
repayment constituting an authorized denomination, or combination thereof, of
such Securities.


 


ARTICLE 4

PARTICULAR COVENANTS OF THE COMPANY


 


Section 4.01.  Payment of Principal, Premium and Interest.  The Company covenants and agrees for the
benefit of each series of Securities that it will duly and punctually pay or
cause to be paid the principal of, premium, if any, and interest, if any, on
each of the Securities of that series at the places, at the respective times
and in the manner provided in such Securities.


 


Section 4.02.  Offices for Notices and Payments, etc.  As long as any of the Securities
of a series remain Outstanding, the Company will designate and maintain in the
Borough of Manhattan, The City of New York, an office or agency where the
Securities of that series may be presented for payment, an office or agency
where the Securities of that series may be presented for registration of


 


21

















 


transfer and for exchange as in this Indenture provided and an office
or agency where notices and demands to or upon the Company in respect of the
Securities of that series or of this Indenture may be served. In addition to
such office or offices or agency or agencies, the Company may from time to time
designate and maintain one or more additional offices or agencies within or outside
the Borough of Manhattan, The City of New York, where the Securities of that
series may be presented for registration of transfer or for exchange, and the
Company may from time to time rescind such designation, as it may deem
desirable or expedient. The Company will give to the Trustee written notice of
the location of each such office or agency and of any change of location
thereof. In case the Company shall fail to maintain any such office or agency
in the Borough of Manhattan, The City of New York, or shall fail to give such
notice of the location or of any change in the location thereof, presentations
and demands may be made and notices may be served at the principal office of
the Trustee.


 


The Company hereby initially designates the office of the Trustee
located at 101 Barclay Street, 8W, New York, New York 10286 as the office or
agency of the Company in the Borough of Manhattan, The City of New York, where
the Securities of each series may be presented for payment, for registration of
transfer and for exchange as in this Indenture provided and where notices and
demands to or upon the Company in respect of the Securities of each series or
of this Indenture may be served.


 


Section 4.03.  Appointment to Fill Vacancies in Trustee’s
Office.  The Company,
whenever necessary to avoid or fill a vacancy in the office of Trustee, will
appoint, in the manner provided in Section 7.10, a successor trustee, so that
there shall at all times be a Trustee with respect to each series of Securities
hereunder.


 


Section 4.04.  Provision as to Paying Agent.  (a)  If the Company shall
appoint a paying agent other than the Trustee with respect to the Securities of
any series, it will cause such paying agent to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section 4.04:


 


(1)           that it will hold all sums held by it as
such agent for the payment of the principal of, premium, if any, or interest,
if any, on the Securities of such series (whether such sums have been paid to
it by the Company or by any other obligor on the Securities of such series) in
trust for the benefit of the holders of the Securities of such series;


 


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


 


22

















 


(3)           that at any time during the continuance of
any failure by the Company (or by any other obligor on the Securities of such
series) specified in the preceding paragraph (2), such payment agent will, upon
the written request of the Trustee, forthwith pay to the Trustee all sums so
held in trust by it.


 


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


 


(c)           Anything in this Section 4.04 to the
contrary notwithstanding, the Company may, at any time, for the purpose of
obtaining a satisfaction and discharge of this Indenture, or for any other
reason, pay or cause to be paid to the Trustee all sums held in trust by it, or
any paying agent hereunder, as required by this Section, such sums to be held
by the Trustee upon the trusts herein contained.


 


(d)           Anything in this Section 4.04 to the
contrary notwithstanding, the agreement to hold sums in trust as provided in
this Section 4.04 is subject to Sections 12.05 and 12.06.


 


(e)           Whenever the Company shall have one or more
paying agents with respect to the Securities of any series, it will, prior to
each due date of the principal of, premium, if any, or interest, if any, on the
Securities of such series, deposit with a designated paying agent a sum
sufficient to pay the principal, premium, if any, and interest, if any, so
becoming due, such sum to be held in trust for the benefit of the persons entitled
to such principal, premium, if any, or interest, if any, and (unless such
paying agent is the Trustee) the Company will promptly notify the Trustee of
any failure so to act.


 


Section 4.05.  Statement as to Compliance.  The Company will furnish to the
Trustee on or before May 1, in each year (beginning with the first May 1
following the first date of issuance of any Securities under this Indenture)
the brief certificate (which need not comply with Section 14.05) from the
principal executive, financial or accounting officer of the Company required by
Section 314(a)(4) of the Trust Indenture Act of 1939.


 


Section 4.06.  Additional Amounts.  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 that series of Securities and at
least 10 days prior to each date of payment of principal of, premium, if any,
or interest on the Securities of that series if there has been a change with
respect to the matters set forth in the


 


23

















 


below-mentioned Officers’ Certificate, the Company shall furnish to the
Trustee and the principal paying agent, if other than the Trustee, an Officers’
Certificate instructing the Trustee and such paying agent whether such payment
of principal of or interest on the Securities of that series shall be made to
holders of the Securities of that series without withholding or deduction for
or on account of any tax, assessment or other governmental charge described in
the Securities of that series. If any such withholding or deduction shall be
required, then such Officers’ Certificate shall specify by country the amount,
if any, required to be withheld or deducted on such payments to such holders
and shall certify the fact that additional amounts will be payable and the
amounts so payable to each holder, and the Company shall pay to the Trustee or
such paying agent the additional amounts required to be paid by this Section.
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 Officers’
Certificate furnished pursuant to this Section.


 


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, 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.


 


ARTICLE 5

SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE


 


Section 5.01.  Securityholder Lists.  If and so long as the Trustee
shall not be the Security registrar for the Securities of any series, the
Company and any other obligor on the Securities will furnish or cause to be
furnished to the Trustee a list in such form as the Trustee may reasonably
require of the names and addresses of the holders of the Securities of such
series pursuant to Section 312 of the Trust Indenture Act of 1939 (a)
semi-annually not more than 15 days after each record date for the payment of
interest on such Securities, as hereinabove specified, as of such record date,
and on dates to be determined pursuant to Section 2.02 for non-interest bearing
Securities in each year, and (b) at such other times as the Trustee may request
in writing, within thirty days after receipt by the Company of any such request
as of a date not more than 15 days prior to the time such information is
furnished.


 


24

















 


Section 5.02.  Reports by the Company.  The Company covenants to file
with the Trustee, within 15 days after the Company is required to file the same
with the Securities and Exchange Commission, copies of the annual reports and
of the information, documents and other reports that the Company is required to
file with the Securities and Exchange Commission pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 or pursuant to Section 314
of the Trust Indenture Act of 1939.


 


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, including
the Company’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers’ Certificates).


 


Section 5.03.  Reports by the Trustee.  Any Trustee’s report required
under Section 313(a) of the Trust Indenture Act of 1939 shall be
transmitted on or before March 15 in each year beginning March 15,
2005, as provided in Section 313(c) of the Trust Indenture Act of 1939, so
long as any Securities are Outstanding hereunder, and shall be dated as of a
date convenient to the Trustee no more than 60 days prior thereto.


 


ARTICLE 6

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT


 


Section 6.01.  Events of Default.  The term “Event of Default” whenever used herein with
respect to Securities of any series means any one of the following events and
such other events as may be established with respect to the Securities of such
series as contemplated by Section 2.02 hereof, continued for the period of
time, if any, and after the giving of notice, if any, designated in this
Indenture or as may be established with respect to such Securities as
contemplated by Section 2.02 hereof, as the case may be, unless it is either
inapplicable or is specifically deleted or modified in the applicable
resolution of the Board of Directors or in the supplemental indenture under
which such series of Securities is issued, as the case may be, as contemplated
by Section 2.02:


 


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


 


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


 


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


 


25

















 


(d)           failure on the part of the Company duly to
observe or perform any other of the covenants or agreements on the part of the
Company in respect of the Securities of such series contained in this Indenture
(other than a covenant or agreement in respect of the Securities of such series
a default in whose observance or performance is elsewhere in this Section 6.01
specifically dealt with) continued for a period of 60 days after the date on
which written notice of such failure, requiring the Company to remedy the same,
shall have been given to the Company by the Trustee by registered mail, or to
the Company and the Trustee by the holders of at least twenty-five percent in
aggregate principal amount of the Securities of such series at the time
Outstanding; or


 


(e)           an event of default with respect to any
other series of Securities issued or hereafter issued pursuant to this
Indenture or as defined in any indenture or instrument evidencing or under which
the Company has at the date of this Indenture or shall hereafter have
outstanding any indebtedness for borrowed money shall happen and be continuing
and such other series of Securities or such indebtedness, as the case may be,
shall have been accelerated so that the same shall be or become due and payable
prior to the date on which the same would otherwise have become due and
payable, and the aggregate principal amount of any indebtedness with respect to
which such acceleration has occurred exceeds $100,000,000, and such
acceleration shall not be rescinded or annulled within ten days after written
notice thereof shall have been given to the Company by the Trustee or to the
Company and the Trustee by the holders of at least twenty-five percent in
aggregate principal amount of the Securities of such series at the time
Outstanding; provided, however, that if such event of default with
respect to such other series of Securities or under such indenture or
instrument, as the case may be, shall be remedied or cured by the Company, or
waived by the holders of such other series of Securities or of such
indebtedness, as the case may be, then the Event of Default hereunder by reason
thereof shall be deemed likewise to have been thereupon remedied, cured or
waived without further action upon the part of either the Trustee or any of the
Securityholders of such series; and provided further that, subject to the
provisions of Sections 6.08 and 7.01, the Trustee shall not be charged with
knowledge of any such event of default or any remedy, cure or waiver thereof or
any such acceleration unless written notice thereof shall have been given to
the Trustee by the Company, by a holder or an agent of a holder of any
Securities of such other series or of any such indebtedness, as the case may
be, or by the Trustee then acting under this Indenture with respect to such
other series of Securities or under any other indenture or instrument, as the
case may be, under which such event of default shall have occurred, or by the
holders of at least twenty-five percent in aggregate principal amount of the
Securities of such series at the time Outstanding; or


 


(f)            a decree or order by a court having
jurisdiction in the premises shall have been entered adjudging the Company or
any of its Significant Subsidiaries bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization of the Company or any of its
Significant Subsidiaries under the


 


26

















 


Federal Bankruptcy Code or any other similar applicable Federal or
State law, and such decree or order shall have continued undischarged and
unstayed for a period of 60 days; or a decree or order of a court having
jurisdiction in the premises for the appointment of a receiver or liquidator or
trustee or assignee (or other similar official) in bankruptcy or insolvency of
the Company or any of its Significant Subsidiaries or of all or substantially
all of the property of the Company or any of its Significant Subsidiaries, or
for the winding up or liquidation of the affairs of the Company or any of its
Significant Subsidiaries, shall have been entered, and such decree or order
shall have continued undischarged and unstayed for a period of 60 days; or


 


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


 


(h)           any other Event of Default provided in the
applicable resolution of the Board of Directors or in the supplemental
indenture under which such series of Securities is issued, as the case may be,
as contemplated by Section 2.02.


 


If an Event of Default as contemplated by Sections 6.01(f) or 6.01(g)
occurs, the principal amount (or, if the Securities of such series are Original
Issue Discount Securities, such portions of the principal amount as may be
specified in the terms of such series) with respect to Securities of any series
at the time Outstanding will become due and payable immediately.  If any other Event of Default with respect
to Securities of any series at the time Outstanding occurs and is continuing,
then and in each and every such case, unless the principal of all of the
Securities of such series shall have already become due and payable, either the
Trustee or the holders of not less than twenty-five percent in aggregate
principal amount of the Securities of such series then Outstanding hereunder,
by notice in writing to the Company (and to the Trustee if given by
Securityholders of such series), may declare the principal amount (or, if the
Securities of such series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of such series) of all
the Securities of such series to be due and payable immediately, and upon any
such declaration the same shall become and shall be immediately due and
payable, anything in this Indenture or in the Securities of such series
contained to the contrary notwithstanding. This provision, however, is subject
to the condition that if, at any time after the principal amount (or, if the
Securities of such series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of such series) of the
Securities of any series shall have been so declared or


 


27

















 


otherwise become due and payable, and before any judgment or decree for
the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Company shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest, if any, upon all of
the Securities of such series and the principal of, and premium, if any, on any
and all Securities of such series which shall have become due otherwise than by
acceleration (with interest on overdue installments of interest (to the extent
that payment of such interest is enforceable under applicable law) and on such
principal at the Overdue Rate applicable to such series, to the date of such
payment or deposit) and all amounts payable to the Trustee pursuant to the
provisions of Section 7.06, and any and all defaults under this Indenture with
respect to such series of Securities, other than the nonpayment of principal of
and accrued interest on Securities of such series which shall have become due
solely by acceleration, shall have been remedied or cured or waived or
provision shall have been made therefor to the satisfaction of the Trustee —
then and in every such case the holders of a majority in aggregate principal
amount of the Securities of such series then Outstanding, by written notice to
the Company and to the Trustee, may waive all defaults with respect to such
series and rescind and annul such declaration or acceleration and its
consequences; but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default or shall impair any right consequent
thereon.


 


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


 


Section 6.02.  Payment of Securities on Default; Suit
Therefor.  The Company
covenants that (a) in case default shall be made in the payment of any
installment of interest upon any Security of any series as and when the same
shall become due and payable, and such default shall have continued for a
period of 30 days, (b) in case default shall be made in the payment of the
principal of, or premium, if any, on any Security of any series as and when the
same shall become due and payable, whether at maturity of the Securities of
that series or upon redemption or by declaration, repayment or otherwise or (c)
in case of default in the making or satisfaction of any sinking fund payment or
analogous obligation when the same becomes due by the terms of the Securities
of any series — then, upon demand of the Trustee, the Company will pay to the
Trustee, for the benefit of the holder of any such Security (or holders of any
series of Securities in the case of clause (c) above) the whole amount that
then shall have become due and payable on any such Security (or Securities of
any such series in the case of clause (c) above) for principal, premium, if
any, and interest, if any, with interest upon the overdue principal and
premium, if any, and (to the extent that payment


 


28

















 


of such interest is enforceable under applicable law) upon the overdue
installments of interest, if any, at the Overdue Rate applicable to any such
Security (or Securities of any such series in the case of clause (c) above);
and, in addition thereto, such further amount as shall be sufficient to cover
costs and expenses of collection, and any further amounts payable to the
Trustee pursuant to the provisions of Section 7.06.


 


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


 


In case there shall be pending proceedings for the bankruptcy, for the
insolvency or for the reorganization of the Company or any other obligor on the
Securities of any series under the Federal Bankruptcy Code or any other similar
applicable Federal or State law, or in case a receiver or trustee (or other
similar official) shall have been appointed for the property of the Company or
such other obligor, or in the case of any other similar judicial proceedings
relative to the Company or other obligor on the Securities of any series, or to
the creditors or property of the Company or such other obligor, the Trustee, irrespective
of whether the principal of the Securities of any series shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand pursuant to the provisions of
this Section 6.02, shall be entitled and empowered, by intervention in such
proceedings or otherwise, to file and prove a claim or claims for the whole
amount of principal (or, if the Securities of any series are Original Issue
Discount Securities, such portion of the principal amount as may be due and
payable with respect to such series pursuant to a declaration in accordance
with Section 6.01), premium, if any, and interest, if any, owing and unpaid in
respect of the Securities of any series and, in case of any judicial
proceedings, to file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee and of the
Securityholders of any series allowed in such judicial proceedings relative to
the Company or any other obligor on the Securities of any series, its or their
creditors, or its or their property, and to collect and receive any moneys or
other property payable or deliverable on any such claims, and to distribute the
same after the deduction of costs and expenses of collection, and any further
amounts payable to the Trustee pursuant to the provisions of Section 7.06 and
incurred by it up to the date of such distribution; and any receiver, assignee
or trustee (or other similar official) in bankruptcy or reorganization is
hereby authorized by each of the Securityholders to make such payments to the
Trustee, and, in the event that the Trustee shall consent to the making of such


 


29

















 


payments directly to the Securityholders, to pay to the Trustee costs
and expenses of collection and any further amounts payable to the Trustee
pursuant to the provisions of Section 7.06 and incurred by it up to the date of
such distribution.


 


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


 


All rights of action and of asserting claims under this Indenture, or
under the Securities of any series, may be enforced by the Trustee without the
possession of any of the Securities of such series or the production thereof in
any trial or other proceeding relative thereto, and any such suit or proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall be for the ratable benefit of
the holders of the Securities in respect of which such action was taken. In any
proceedings brought by the Trustee (and also any proceedings in which a
declaratory judgment of a court may be sought as to the interpretation or
construction of any provision of this Indenture, to which the Trustee shall be
a party) the Trustee shall be held to represent all the holders of the
Securities to which such proceedings relate, and it shall not be necessary to
make any holders of such Securities parties to any such proceedings.


 


Section 6.03.  Application of Moneys Collected by
Trustee.  Any moneys
collected by the Trustee pursuant to this Article and, after an Event of
Default has occurred, any money or other property distributable in respect of
the Company’s obligations under the Indenture shall be applied in the order
following, at the date or dates fixed by the Trustee for the distribution of
such moneys, upon presentation of the several Securities in respect of which
moneys have been collected, 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 (including any predecessor Trustee) pursuant to the provisions of
Section 7.06;


 


SECOND:       In case the principal of the Outstanding
Securities in respect of which such moneys have been collected shall not have
become due (at maturity, upon redemption, by declaration, repayment or
otherwise) and be unpaid, to the payment of interest, if any, on such
Securities, in the order of the maturity of the installments of such interest,
with interest (to the extent that such interest has been collected by the
Trustee) upon the overdue installments of interest at the Overdue Rate
applicable to such Securities, such payments to be made ratably to the person
entitled thereto;


 


30

















 


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


 


FOURTH:              To the payment of the remainder, if any,
to the Company, it successors or assigns, or to whosoever may be lawfully
entitled to receive the same, or as a court of competent jurisdiction may
direct.


 


Section 6.04.  Proceedings by Securityholders.  No holder of any Security of any
series shall have any right by virtue of or by availing of any provision of
this Indenture to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Indenture or for the appointment of a
receiver or trustee (or other similar official), or for any other remedy
hereunder, unless such holder previously shall have given to the Trustee
written notice of an event of default with respect to Securities of such series
and of the continuance thereof, as hereinbefore provided, and unless also the
holders of not less than twenty-five percent in aggregate principal amount of
the Securities of such series then Outstanding shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name
as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee for 60 days after its receipt of
such notice, request and offer of indemnity, shall not have received from the
holders of a majority in principal amount of the Securities of such series then
Outstanding a direction inconsistent with that request, and shall have
neglected or refused to institute any such action, suit or proceeding, it being
understood and intended, and being expressly covenanted by the taker and holder
of every Security with every other taker and holder and the Trustee, that no
one or more holders of Securities of such series shall have any right in any
manner whatever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of any other holder of Securities of
such series, or to obtain or seek to obtain priority over or preference to any


 


31

















 


other such holder, or to enforce any right under this Indenture, except
in the matter herein provided and for the equal, ratable and common benefit of
all holders of Securities of such series.


 


Notwithstanding any other provisions in this Indenture, however, the
right of any holder of any Security to receive payment of the principal of,
premium, if any, and interest, if any, on such Security, on or after the
respective due dates expressed in such Security, or upon redemption, by
declaration, repayment or otherwise, or to institute suit for the enforcement
of any such payment on or after such respective dates, shall not be impaired or
affected without the consent of such holder, and no provision of the Securities
of any series or of this Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, premium,
if any, and interest, if any, on the Securities of such series at the
respective places, at the respective times, at the respective rates and in the
coin or currency, therein and herein prescribed.


 


Section 6.05.  Proceedings by Trustee.  In case of an Event of Default
hereunder the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any of such
rights, either by suit in equity or by action at law or by proceeding in
bankruptcy or otherwise, whether for the specific enforcement of any covenant
or agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.


 


Section 6.06.  Remedies Cumulative and Continuing.  All powers and remedies given by
this Article Six to the Trustee or to the Securityholders of any series
shall, to the extent permitted by law, be deemed cumulative and not exclusive
of any thereof or of any other powers and remedies available to the Trustee or
the holders of such Securities, by judicial proceedings or otherwise, to
enforce the performance or observance of the covenants and agreements contained
in this Indenture, and no delay or omission of the Trustee or of any holder of
any such Securities to exercise any right or power accruing upon any default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such default or an acquiescence
therein; and, subject to the provisions of Section 6.04, every power and remedy
given by this Article Six or by law to the Trustee or to the
Securityholders of any series may be exercised from time to time, and as often
as shall be deemed expedient, by the Trustee or by the Securityholders of such
series.


 


Section 6.07.  Direction of Proceedings and Waiver of
Defaults by Securityholders.  (a)  The
holders of a majority in aggregate principal amount of the Securities of any
series at the time Outstanding shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series; provided, however, that (subject to


 


32

















 


the provisions of Section 7.01) the Trustee shall have the right to
decline to follow any such direction if the Trustee, being advised by counsel,
determines that the action or proceeding so directed may not lawfully be taken
or if the Trustee in good faith by its board of directors or trustees,
executive committee, or a trust committee of directors or trustees and/or
Responsible Officers shall determine that the action or proceeding so directed
would involve the Trustee in personal liability.


 


(b)           Prior to any acceleration or declaration
accelerating the maturity of the Securities of any series, the holders of a
majority in aggregate principal amount of the Securities of such series at the
time Outstanding may on behalf of the holders of all of the Securities of such
series waive any past default or Event of Default with respect to such series
and its consequences except a default in the payment of interest, if any, on,
or the principal of or premium, if any, on any Security of such series, or in
the payment of any sinking fund installment or analogous obligation with
respect to Securities of such series, or in respect of a covenant or provision
hereof which under Section 10.02 cannot be modified or amended without the
consent of the holder of each Security affected. Upon any such waiver the
Company, the Trustee and the holders of the Securities of that series shall be restored
to their former positions and rights hereunder, respectively; but no such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent thereon. Whenever any default or Event of Default
hereunder shall have been waived as permitted by this Section 6.07(b), said
default or Event of Default shall for all purposes of the Securities of such
series and this Indenture be deemed to have been cured and to be not
continuing.


 


Section 6.08.  Notice of Defaults.  The Trustee shall, within 90 days
after the occurrence of an Event of Default with respect to the Securities of
any series, mail to all holders of Securities of such series, as the names and
addresses of such holders appear upon the registry books of the Company, notice
of all Events of Default with respect to such series known to the Trustee,
unless such Events of Default shall have been cured or waived before the giving
of such notice (the term “Events of Default” for the purpose of this
Section 6.08 being hereby defined to be the events specified in Section
6.01 or established with respect to such Securities as contemplated by
Section 2.02, not including the periods of grace, if any, provided for
therein or established with respect to such Securities as contemplated by
Section 2.02 and irrespective of the giving of the notices specified in clauses
(d) and (e) of Section 6.01 or established with respect to such Securities
as contemplated by Section 2.02); provided, however, that except in the case
of default in the payment of the principal of, premium, if any, or interest, if
any, on any of the Securities of such series or in the making of any sinking
fund installment or analogous obligation with respect to 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


 


33

















 


Officers of the Trustee in good faith determines that the withholding
of such notice is in the interest of the holders of Securities of such series.


 


Section 6.09.  Undertaking to Pay 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, omitted or suffered by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party
litigant in such suit, having due regard to the merits and good faith of the claims
or defenses made by such party litigant; but the provisions of this
Section 6.09 shall not apply (i) to any suit instituted by the Trustee,
(ii) to any suit instituted by any holder of Securities of any series or group
of such holders, holding in the aggregate more than ten percent in principal
amount of the Outstanding Securities of such series or (iii) to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of, premium, if any, or interest, if any, on any Security (A) on or
after the due date expressed in such Security, (B) on or after the date fixed
for redemption or repayment or (C) after such Security shall have become due by
declaration.


 


ARTICLE 7

CONCERNING THE TRUSTEE


 


Section 7.01.  Duties and Responsibilities of Trustee.  (a) With respect to the holders
of any series of Securities issued hereunder, the Trustee, prior to the
occurrence of an Event of Default with respect to the Securities of such series
and after the curing or waiving of all Events of Default which may have
occurred with respect to such series,


 


(1)           undertakes to perform such duties and only
such duties as are specifically set forth in this Indenture and no implied
covenants or obligations shall be read into this Indenture against the Trustee;
and


 


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


 


(b)           In
case an Event of Default with respect to the Securities of a series has
occurred (which has not been cured or waived), the Trustee shall exercise such
of the rights and powers vested in it by this Indenture with respect


 


34

















 


to such series, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.


 


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


 


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


 


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


 


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


 


(2)           the Trustee shall not be liable with respect
to any action taken, omitted or suffered to be taken by it in good faith in
accordance with the direction of the holders of Securities of any series
pursuant to Section 6.07 relating to the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred upon the Trustee, under this Indenture with respect to
Securities of such series; and


 


(3)           This subsection shall not be construed
to limit the effect of subsection (d) of this Section.


 


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


 


(e)           The
provisions of this Section 7.01 are in furtherance of and subject to
Section 315 of the Trust Indenture Act of 1939.  Whether or not expressly provided, every provision of this
Indenture relating to or affecting the


 


35

















 


liability of or affording protection to the Trustee shall be subject to
the provisions of this Section.


 


Section 7.02.  Reliance on Documents, Opinions, etc.  In furtherance of and subject to
the Trust Indenture Act of 1939, and subject to the provisions of
Section 7.01:


 


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


 


(b)           any request, direction, order or demand of
the Company mentioned herein shall be sufficiently evidenced by an instrument
signed in the name of the Company by its President, its Chairman of the Board
or any Vice President and its Treasurer, Secretary or its Comptroller (unless
other evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board of Directors of the Company may be evidenced to the
Trustee by a copy thereof certified by the Secretary, an Assistant Secretary or
an Attesting Secretary of the Company;


 


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


 


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


 


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


 


(f)            the Trustee shall not be bound to make any
inquiry or investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, note or other paper or document unless
requested in writing so to do by the holders of a majority in aggregate
principal amount of the Securities of any series affected then Outstanding; provided,
however, that if the payment within a reasonable time to the Trustee
of the costs and expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by the security conferred upon it by the terms of this
Indenture, the Trustee may require reasonable indemnity against such costs,


 


36

















 


expenses or liabilities as a condition to so proceeding; and the
reasonable expense of such investigation shall be paid by the Company, or, if
paid by the Trustee, shall be repaid by the Company upon demand; and


 


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


 


Section 7.03.  No Responsibility for Recitals, etc.  The recitals contained herein and
in the Securities shall be taken as the statements of the Company (except in
the Trustee’s certificates of authentication), and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or the
Securities, provided
that the Trustee shall not be relieved of its duty to authenticate Securities
only as authorized by this Indenture. The Trustee shall not be accountable for
the use or application by the Company or any of the Securities or of the
proceeds thereof.


 


Section 7.04.  Ownership of Securities.  The Trustee and any agent of the
Company or of the Trustee, in its individual or any other capacity, may become
the owner or pledgee of Securities with the same rights it would have if it were
not Trustee or such agent.


 


Section 7.05.  Moneys to be Held in Trust.  Subject to the provisions of
Sections 12.05 and 12.06 hereof, all moneys received by the Trustee or any
paying agent shall, until used or applied as herein provided, be held in trust
for the purposes for which they were received, but need not be segregated from
other funds except to the extent required by law. Neither the Trustee nor any
paying agent shall be under any liability for interest on any moneys received
by it hereunder except such as it may agree with the Company to pay thereon. So
long as no Event of Default shall have occurred and be continuing, all interest
allowed on any such moneys shall be paid from time to time upon the written
order of the Company, signed by its President, Chairman or any Vice Chairman of
the Board, or any Vice President, Treasurer or Comptroller.


 


Section 7.06.  Compensation and Expenses of Trustee.  The Company covenants and agrees
to pay to the Trustee from time to time, and the Trustee shall be entitled to,
reasonable compensation (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) and, except as
otherwise expressly provided, the Company will pay or reimburse the Trustee
upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any of the provisions of
this Indenture (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith. If any property other than cash shall at any time be


 


37

















 


subject to the lien of this Indenture, the Trustee, if and to the
extent authorized by a receivership or bankruptcy court of competent
jurisdiction or by the supplemental instrument subjecting such property to such
lien, shall be entitled to make advances for the purpose of preserving such
property or of discharging tax liens or other prior liens or encumbrances
thereon. The Company also covenants to indemnify the Trustee (which shall be
deemed to include, without limitation, agents, employees, directors and
officers of the Trustee) for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or bad faith on the part of
the Trustee, arising out of or in connection with the acceptance or
administration of this trust and its duties hereunder, including the costs and
expenses of defending itself against any claim of liability in the premises.
The obligations of the Company under this Section 7.06 to compensate and
indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder
and, together with the lien provided for in the immediately succeeding
sentence, shall survive the satisfaction and discharge of this Indenture, the
resignation or removal of the Trustee and the termination of this Indenture.
Such additional indebtedness shall be secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the benefit of the holders of particular
Securities.


 


In addition to and without prejudice to its other rights hereunder,
when the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Sections 6.01(f) or 6.01(g), the expenses
(including reasonable charges and expenses of its counsel) and the compensation
for the services are intended to constitute expenses of administration under
any applicable Federal or state bankruptcy, insolvency or other similar law.


 


Section 7.07.  Officers’ Certificate as Evidence.  Subject to the provisions of
Sections 7.01 and 7.02, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter
be proved or established prior to taking, omitting or suffering any action to
be taken hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of negligence or bad faith
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officers’ Certificate delivered to the Trustee, and such certificate, in
the absence of negligence or bad faith on the part of the Trustee, shall be
full warrant to the Trustee for any action taken, omitted or suffered by it
under the provisions of this Indenture upon the faith thereof.


 


Section 7.08.  Indentures Not Creating Potential
Conflicting Interests For The Trustee.  The
following indentures are hereby specifically described for the purposes of
Section 310(b)(1) of the Trust Indenture Act of 1939:  this Indenture with respect to the
Securities of any other series.


 


Section 7.09.  Eligibility of Trustee.  The Trustee hereunder shall at
all times be a corporation organized and doing business under the laws of the
United


 


38

















 


States or any state, which (a) is authorized under such laws to
exercise corporate trust powers and (b) is subject to supervision or
examination by Federal or State authority and (c) shall have at all times a
combined capital and surplus of not less than fifty million dollars. If such
corporation publishes reports of condition at least annually, pursuant to law,
or to the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section 7.09, the combined capital and surplus of
such corporation at any time shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 7.09, the Trustee shall resign immediately in the
manner and with the effect specified in Section 7.10.


 


The provisions of this Section 7.09 are in furtherance of and subject
to Section 310(a) of the Trust Indenture Act of 1939.


 


Section 7.10.  Resignation or Removal of Trustee.  (a)  The Trustee, or any trustee
or trustees hereafter appointed, may at any time resign with respect to any one
or more or all series of Securities by giving written notice of resignation to
the Company and by mailing notice thereof to the holders of the applicable
series of Securities at their addresses as they shall appear on the registry
books of the Company. Upon receiving such notice of resignation, the Company
shall promptly appoint a successor trustee or trustees with respect to the
applicable series by written instrument, in duplicate, executed by order of the
Board of Directors of the Company, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor trustee. If no
successor trustee shall have been so appointed with respect to any series and
have accepted appointment within 60 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent jurisdiction
for the appointment of a successor trustee, or any Securityholder who has been
a bona fide holder of a Security or Securities of the applicable series for at
least six months may, subject to the provisions of Section 6.09, on behalf of
himself and all others similarly situated, petition any such court for the
appointment of a successor trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.


 


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


 


(1)           the Trustee shall fail to comply with the
provisions of Section 310(b) of the Trust Indenture Act of 1939 with
respect to any series of Securities after written request therefor by the
Company or by any Securityholder who has been a bona fide holder of a Security
or Securities of such series for at least six months, or


 


(2)           the Trustee shall cease to be eligible in
accordance with the provisions of Section 7.09 and Section 310(a) of the
Trust Indenture Act of 1939 with respect to any series of Securities and shall
fail to resign after written request therefor by the Company or by any such
Securityholder, or


 


39

















 


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


 


then, in any such case, the Company may remove the Trustee with respect
to such series and appoint a successor trustee with respect to such series by
written instrument, in duplicate, executed by order of the Board of Directors
of the Company, one copy of which instrument shall be delivered to the Trustee
so removed and one copy to the successor trustee, or, subject to the provisions
of Section 315(e) of the Trust Indenture Act of 1939, any Securityholder
who has been a bona fide holder of a Security or Securities of such series for
at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor trustee with respect to such series.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee with respect to
such series.


 


(c)           The holders of a majority in aggregate
principal amount of the Securities of one or more series (each series voting as
a class) or all series at the time Outstanding may at any time remove the
Trustee with respect to the applicable series or all series, as the case may
be, and appoint with respect to the applicable series or all series, as the
case may be, a successor trustee by written notice of such action to the
Company, the Trustee and the successor trustee.


 


(d)           Any resignation or removal of the Trustee
with respect to any series and any appointment of a successor trustee with
respect to such series pursuant to any of the provisions of this Section 7.10
shall become effective upon acceptance of appointment by the successor trustee
as provided in Section 7.11.


 


(e)           No predecessor Trustee shall be liable for
the acts or omissions of any successor Trustee.


 


Section 7.11.  Acceptance by Successor Trustee.  Any successor trustee appointed
as provided in Section 7.10 shall execute, acknowledge and deliver to the
Company and to its predecessor trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor trustee
with respect to any or all applicable series shall become effective and such
successor trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, duties and obligations with respect to such
series of its predecessor hereunder, with like effect as if originally named as
trustee herein; but, nevertheless, on the written request of the Company or of the
successor trustee, the trustee ceasing to act shall, upon payment (or due
provision therefor) of any amounts then due it pursuant to the provisions of
Section 7.06, execute and deliver an instrument transferring to such
successor trustee all the rights and powers with respect to such series of the
trustee so


 


40

















 


ceasing to act. Upon request of any such successor trustee, the Company
shall execute any and all instruments in writing in order more fully and certainly
to vest in and confirm to such successor trustee all such rights and powers.
Any trustee ceasing to act shall, nevertheless, retain a lien upon all property
or funds held or collected by such trustee to secure any amounts then due it
pursuant to the provisions of Section 7.06.


 


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


 


No successor trustee with respect to a series of Securities shall
accept appointment as provided in this Section 7.11 unless at the time of such
acceptance such successor trustee shall, with respect to such series, be
qualified under Section 310(b) of the Trust Indenture Act of 1939 and
eligible under the provisions of Section 7.09.


 


Upon acceptance of appointment by a successor trustee with respect to
any series as provided in this Section 7.11, the Company shall mail notice of
the succession of such trustee hereunder to the holders of Securities of such
series at their addresses as they shall appear on the registry books of the
Company. If the Company fails to mail such notice within ten days after the
acceptance of appointment by the successor trustee, the successor trustee shall
cause such notice to be mailed at the expense of the Company.


 


Section 7.12.  Succession by Merger, etc.  Any Person into which the Trustee
may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any Person succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor to the Trustee
hereunder, provided such Person shall be qualified under Section 310(b) of
the Trust Indenture Act of 1939 and eligible under the provisions of
Section 7.09, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.


 


41

















 


In case at the time such successor to the Trustee shall succeed to the
trust created by this Indenture with respect to one or more series of
Securities, any of such Securities shall have been authenticated but not
delivered, any such successor to the Trustee by merger, conversion or
consolidation may adopt the certificate of authentication of any predecessor
trustee, and deliver such Security so authenticated; and in case at that time
any of such Securities shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of such successor
to the Trustee or, if such successor to the Trustee is a successor by merger,
conversion or consolidation the name of any predecessor hereunder; and in all
such cases such certificate shall have the full force which it is anywhere in
such Securities or in this Indenture provided that the certificate of the
Trustee shall have.


 


Section 7.13.  Other Matters Concerning the Trustee.  The principal corporate trust
office of the Trustee at the date of this Indenture is located at 101 Barclay
Street, 8W, New York, New York 10286, Attn: Corporate Trust Division–Corporate
Finance Unit.


 


Section 7.14.  Appointment of Authenticating Agent.  The Trustee may appoint an
Authenticating Agent or Agents which shall be authorized to act on behalf of
the Trustee to authenticate Securities issued upon original issue and upon
exchange, registration of transfer, partial conversion or partial redemption or
pursuant to Section 2.07, 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 shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, such
Authenticating Agent 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


 


42

















 


be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, 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 and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders as their
names and addresses appear in the Security Register. 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 agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.


 


If an appointment is made pursuant to this Section, the Securities may
have endorsed thereon, in addition to the Trustee’s certificate of
authentication, an alternative certificate of authentication in the following
form:


 


Dated:


 


This is one of the Securities described in the within-mentioned
Indenture.


 


	
   

  	
  THE BANK OF NEW YORK, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   As Authenticating Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   Authorized Signatory

  



 


43

















 


ARTICLE 8

CONCERNING THE SECURITYHOLDERS


 


Section 8.01.  Action of Securityholders.  Whenever in this Indenture it is
provided that the holders of a specified percentage in aggregate principal
amount of the Securities of any or all series may take any action (including
the making of any demand or request, the giving of any notice, consent or
waiver or the taking of any other action) the fact that at the time of taking
any such action the holders of such specified percentage have joined therein
may be evidenced (a) by any instrument or any number of instruments of similar
tenor executed by such Securityholders in person or by agent or proxy appointed
in writing, or (b) by the record of such holders of Securities voting in favor
thereof at any meeting of such Securityholders duly called and held in
accordance with the provisions of Article Nine, or (c) by a combination of
such instrument or instruments and any such record of such a meeting of such
Securityholders.


 


Section 8.02.  Proof of Execution by Securityholders.  Subject to the provisions of
Sections 7.01, 7.02 and 9.06, proof of the execution of any instrument by a
Securityholder or his agent or proxy shall be sufficient if made in accordance
with such reasonable rules and regulations as may be prescribed by the Trustee
or in such manner as shall be reasonably satisfactory to the Trustee. The
ownership of Securities shall be proved by the registry books of the Company.


 


The record of any Securityholders’ meeting shall be proved in the manner
provided in Section 9.07.


 


The Company may set a record date for purposes of determining the
identity of holders of Securities of any series entitled to vote or consent to
or revoke any action referred to in Section 8.01, which record date may be set
at any time or from time to time by notice to the Trustee, for any date or
dates (in the case of any adjournment or reconsideration) not more than 60 days
nor less than five days prior to the proposed date of such vote or consent, and
thereafter, notwithstanding any other provisions hereof, with respect to
Securities of any series, only holders of Securities of such series of record
on such record date shall be entitled to so vote or give such consent or revoke
such vote or consent.


 


Section 8.03.  Who Are Deemed Absolute Owners.  The Company, the Trustee and any
agent of the Company or of the Trustee may deem the person in whose name any
Security shall be registered upon the books of the Company to be, and may treat
him as, the owner of such Security (whether or not such Security shall be
overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account of the principal of,
premium, if any, and (subject to Section 2.04) interest, if any, on such
Security and for all other purposes; and neither the Company nor the Trustee
nor any agent of the Company or of the Trustee shall be affected by any notice
to the contrary. All such payments so made to any holder for the time being, or
upon


 


44

















 


his order, shall be valid, and, to the extent of the sum or sums so
paid, effectual to satisfy and discharge the liability for moneys payable upon
any such Security.


 


No Beneficial Owner of a beneficial interest in any Global Security
held on its behalf by a Depositary shall have any rights under this Indenture
with respect to such Global Security, and such Depositary may be treated by the
Company, the Trustee, and any agent of the Company or the Trustee as the owner
of such Security for all purposes whatsoever. None of the Company, the Trustee
or any agent of the Company or the Trustee 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 maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.


 


Section 8.04.  Company-Owned Securities Disregarded.  In determining whether the
holders of the requisite aggregate principal amount of Securities have
concurred in any demand, request, notice, direction, consent or waiver under
this Indenture, Securities which are owned by the Company or any other obligor
on the Securities with respect to which such determination is being made or by
any person directly or indirectly controlling or controlled by or under direct
or indirect common control with the Company or any other obligor on the
Securities with respect to which such determination is being made shall be
disregarded and deemed not to be Outstanding for the purpose of any such
determination; provided, that for the purposes of determining whether the
Trustee shall be protected in relying on any such demand, request, notice,
direction, consent or waiver only Securities which the Trustee knows are so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding for the purposes of this Section 8.04
if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s
right to vote such Securities and that the pledgee is not a person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any such other obligor. In the case of a dispute as
to such right, any decision by the Trustee taken upon the advice of counsel
shall be full protection to the Trustee.


 


Section 8.05.  Revocation of Consents; Future Holders
Bound.  At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 8.01, of
the taking of any action by the holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be,
specified in this Indenture in connection with such action, any holder of a
Security which is shown by the evidence to be included in the Securities the
holders of which have consented to such action may, by filing written notice
with the Trustee at its principal office and upon proof of holding as provided
in Section 8.02, revoke such action so far as concerns such Security. Except as
aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders of such
Security, irrespective of whether or not any notation in regard thereto is made
upon such Security or any Security issued in exchange or substitution therefor.


 


45

















 


ARTICLE 9

SECURITYHOLDERS’ MEETINGS


 


Section 9.01.  Purposes of Meetings. A meeting
of holders of Securities of any or all series may be called at any time and
from time to time pursuant to the provisions of this Article Nine for any
of the following purposes:


 


(1)           to give any notice to the Company or to the
Trustee, or to give any directions to the Trustee, or to consent to the waiving
of any default hereunder and its consequences, or to take any other action
authorized to be taken by Securityholders pursuant to any of the provisions of
Article Six;


 


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


 


(3)           to consent to the execution of an indenture
or indentures supplemental hereto pursuant to the provisions of Section 10.02;
or


 


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


 


Section 9.02.  Call of Meetings by Trustee.  The Trustee may at any time call
a meeting of holders of Securities of any or all series to take any action
specified in Section 9.01, to be held at such time and at such place in the
Borough of Manhattan, The City of New York, as the Trustee shall determine.
Notice of every meeting of the holders of Securities of any or all 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 mailed to holders of
Securities of each series affected at their addresses as they shall appear on
the registry books of the Company. Such notice shall be mailed not less than 10
nor more than 90 days prior to the date fixed for the meeting.


 


Section 9.03.  Call of Meetings by Company or
Securityholders.  In case at
any time the Company, pursuant to a resolution of its Board of Directors, or
the holders of at least ten percent in aggregate principal amount of the
Securities then Outstanding of any series that may be affected by the action
proposed to be taken at the meeting, shall have requested the Trustee to call a
meeting of the holders of Securities of all series that may be so affected, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed the notice of such
meeting within 20 days after receipt of such request, then the Company or such
Securityholders, in the amount specified above, may determine the time and the
place in said Borough of Manhattan for such meeting and may call such meeting
to take any action authorized in Section 9.01, by mailing notice thereof as
provided in Section 9.02.


 


46

















 


Section 9.04.  Qualifications for Voting.  To be entitled to vote at any
meeting of Securityholders a person shall (a) be a holder of one or more
Securities with respect to which such meeting is being held or (b) be a person
appointed by an instrument in writing as proxy by a holder of one or more such
Securities. The only persons who shall be entitled to be present or to speak at
any meeting of Securityholders shall be the persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.


 


Section 9.05.  Quorum; Adjourned Meetings.  The Persons entitled to vote a
majority in aggregate principal amount of the Securities of the relevant series
at the time Outstanding shall constitute a quorum for the transaction of all
business specified in Section 9.01. No business shall be transacted in the
absence of a quorum (determined as provided in this Section 9.05). 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 the holders of
Securities (as provided in Section 9.03), be dissolved. In any other case the
meeting shall be adjourned for a period of not less than ten days as determined
by the chairman of the meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting shall be further adjourned for a
period of not less than ten days as determined by the chairman of the meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided
in Section 9.02, except that such notice must be mailed not less than five days
prior to the date on which the meeting is scheduled to be reconvened.


 


Subject to the foregoing, at the second reconvening of any meeting
adjourned for lack of a quorum, the Persons entitled to vote 25% in aggregate
principal amount of the Securities of the relevant series then Outstanding
shall constitute a quorum for the taking of any action set forth in the notice
of the original meeting. Notice of the reconvening of an adjourned meeting
shall state expressly the percentage of the aggregate principal amount of the
Securities of the relevant series then Outstanding which shall constitute a
quorum.


 


At a meeting or any adjourned meeting duly convened and at which a
quorum is present as aforesaid, any resolution and all matters (except as
limited by the proviso in Section 10.02) shall be effectively passed and
decided if passed or decided by the Persons entitled to vote the lesser of (a)
a majority in aggregate principal amount of the Securities of the relevant
series then Outstanding and (b) 75% in aggregate principal amount of the
Securities represented and voting at the meeting.


 


Any holder of a Security who has executed in person or by proxy and
delivered to the Trustee an instrument in writing complying with the provisions
of Article Eight shall be deemed to be present for the purposes of
determining a quorum and be deemed to have voted; provided that such holder of
a Security shall be considered as present or voting only with respect to the
matters covered by such instrument in writing.


 


47

















 


Section 9.06.  Regulations.  Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Securityholders, in regard to proof of the holder
of Securities and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination
of proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall think fit.


 


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 Securityholders, as provided in Section 9.03, in which case the
Company or the Securityholders 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 majority vote of the
meeting.


 


Subject to the provisions of Section 8.04, at any meeting each holder
of Securities with respect to which such meeting is being held or proxy shall
be entitled to vote the principal amount (in the case of Original Issue
Discount Securities, such principal amount to be determined as provided in the
definition of “Security or Securities; Outstanding” in Section 1.01) of such
Securities held or represented by him; provided, however, that no vote shall be
cast or counted at any meeting in respect of any such 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 other than by virtue of
such Securities held by him or instruments in writing as aforesaid duly
designating him as the person to vote on behalf of other such Securityholders.
Any meeting of holders of Securities with respect to which a meeting was duly
called pursuant to the provisions of Sections 9.02 or 9.03 may be adjourned
from time to time by a majority of those present, whether or not constituting a
quorum, and the meeting may be held as so adjourned without further notice.


 


Section 9.07.  Voting. 
The vote upon any resolution submitted to any meeting of
holders of Securities with respect to which such meeting is being held shall be
by written ballots on which shall be subscribed the signatures of such holders
of Securities or of their representatives by proxy and the principal amount (in
the case of Original Issue Discount Securities, such principal amount to be
determined as provided in the definition of “Security or Securities;
Outstanding” in Section 1.01) and number or numbers of such Securities 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 duplicate of all votes cast at the meeting. A
record in duplicate of the proceedings of each meeting of Securityholders 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


 


48

















 


notice of the meeting and showing that said notice was mailed as
provided in Section 9.02. The record shall show the principal amount of the
Securities (in the case of Original Issue Discount Securities, such principal
amount to be determined as provided in the definition of “Security or
Securities; Outstanding” in Section 1.01) voting in favor of or against any
resolution. The record shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one of the duplicates shall
be delivered to the Company and the other to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the meeting.


 


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


 


Section 9.08.  No Delay of Rights by Meeting.  Nothing in this Article Nine
contained shall be deemed or construed to authorize or permit, by reason of any
call of a meeting of Securityholders of any or all series or any rights
expressly or impliedly conferred hereunder to make such call, any hindrance or
delay in the exercise of any right or rights conferred upon or reserved to the
Trustee or to the Securityholders of any or all such series under any of the
provisions of this Indenture or of the Securities.


 


ARTICLE 10

SUPPLEMENTAL INDENTURES


 


Section 10.01.  Supplemental Indentures without Consent of
Securityholders.  The Company,
when authorized by resolution of the Board of Directors, and the Trustee may
from time to time and at any time enter into an indenture or indentures
supplemental hereto for one or more of the following purposes:


 


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


 


(b)           to add to the covenants of the Company such
further covenants, restrictions, conditions or provisions for the protection of
the holders of all or any series of Securities (and if such covenants are to be
for the benefit of less than all series of Securities, stating that such
covenants are expressly being included for the benefit of such series) as the
Board of Directors of the Company and the Trustee shall consider to be for the
protection of the holders of such Securities, and to make the occurrence, or
the occurrence and continuance, of a default in any of such additional
covenants, restrictions, conditions or provisions a default or an Event of
Default permitting the enforcement of all or any of the several remedies
provided in this Indenture as herein set forth; provided, however, that in
respect of any such additional covenant, restriction, condition or provision
such supplemental indenture may provide for a particular period of grace after
default


 


49

















 


(which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such default
or may limit the remedies available to the Trustee upon such default;


 


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


 


(d)           to establish the forms or terms of
Securities of any series (except for the initial series of Securities issued
hereunder) or of the Coupons appertaining to such Securities as permitted by
Sections 2.01 and 2.02;


 


(e)           to cure any ambiguity or to correct or
supplement any provision contained herein or in any supplemental indenture
which may be defective or inconsistent with any other provision contained
herein or in any supplemental indenture, or to make such other provisions in
regard to matters or questions arising under this Indenture which shall not
adversely affect the interests of the holders of any Securities; provided,
however,  that
any amendment made solely to conform the provisions of this Indenture to the
description of the Securities contained in the prospectus or other offering
document pursuant to which the Securities were sold will not be deemed to
adversely affect the interests of the holders of the Securities;


 


(f)            to modify or amend this Indenture to permit
the qualification of this Indenture or any indentures supplemental hereto under
the Trust Indenture Act of 1939, as amended;


 


(g)           to add guarantees with respect to the
Securities of any series or to secure the Securities of any series; and


 


(h)           to evidence and provide for the acceptance
of appointment hereunder by a successor or separate trustee with respect to the
Securities of one or more series or 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 7.11 or pursuant to Section 2.02(17).


 


The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer and assignment of any property thereunder, but the Trustee
shall not be obligated to, but may in its discretion, enter into any such
supplemental indenture which affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise.


 


50

















 


Any supplemental indenture authorized by the provisions of this Section
10.01 may be executed by the Company and the Trustee without the consent of the
holders of any of the Securities at the time Outstanding, notwithstanding any
of the provisions of Section 10.02.


 


Section 10.02.  Supplemental Indentures with Consent of
Securityholders.  With the
consent (evidenced as provided in Sections 8.01 and 8.02) of the holders of a
majority in the aggregate principal amount of the Securities of each series
(each series voting as a class) affected by such supplemental indenture at the
time Outstanding, the Company and the Trustee may from time to time and at any
time enter into an indenture or indentures supplemental hereto for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or any supplemental indenture or of modifying in
any manner the rights of the holders of the Securities or each such series; provided,
however, that no such supplemental indenture shall (i) change the
stated maturity of principal of, or any installment of principal of or interest
on, any Security, (ii) reduce the rate of or extend the time of payment of
interest, if any, on any Security, or alter the manner of calculation of
interest payable on any Security (except as part of any remarketing of the
Securities of any series, or any interest rate reset with respect thereto, in
each case in accordance with the terms thereof), (iii) reduce the principal
amount or premium, if any, on any Security, (iv) make the principal amount or
premium, if any, or interest, if any, on any Security payable in any coin or
currency other than that provided in any Security, (v) reduce the percentage in
principal amount of Securities of any series, the holders of which are required
to consent to any such supplemental indenture or any waiver of any past default
or Event of Default pursuant to Section 6.07(b), (vi) change any place of
payment where the Securities of any series or interest thereon is payable,
(vii) impair the right of any holder of a Security to institute suit for any
such payment, or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of the
maturity thereof pursuant to Section 6.01 or adversely affect the right of
repayment, if any, at the option of the holder, or extend the time, or reduce
the amount of any payment to any sinking fund or analogous obligation relating
to any Security, or (viii) modify any provision of Section 6.07(b) or 10.02
(except to increase any such percentage or to provide that certain other
provisions of the Indenture cannot be modified or waived without the consent of
the holder of each Security so affected), without, in the case of each of the
foregoing clauses (i) through (viii), the consent of the holder of each
Security so affected. A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities, or which
modifies the rights of the holders of Securities of such series with respect to
such covenant or other provision, shall be deemed not to affect the rights
under this Indenture of the holders of Securities of any other series.


 


51

















 


Upon the request of the Company, accompanied by a copy of the
resolutions of the Board of Directors authorizing the execution and delivery of
any such supplemental indenture, and upon the filing with the Trustee of
evidence of the consent of Securityholders as aforesaid, the Trustee shall join
with the Company in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion but shall not be obligated to, enter into such supplemental
indenture.


 


It shall not be necessary for the consent of the Securityholders under
this Section 10.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.


 


Section 10.03.  Compliance with Trust Indenture Act; Effect
of Supplemental Indentures.  Any
supplemental indenture executed pursuant to the provisions of this
Article Ten shall comply with the Trust Indenture Act of 1939, as then in
effect. Upon the execution of any supplemental indenture pursuant to the
provisions of this Article Ten, this Indenture shall be deemed to be
modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the holders of the Securities shall thereafter
be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.


 


Section 10.04.  Notation on Securities.  Securities authenticated and
delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article Ten may bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company or the Trustee shall so determine, new Securities of any series so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Company,
authenticated by the Trustee and delivered in exchange for the Securities of
such series then Outstanding.


 


52

















 


Section 10.05.  Evidence of Compliance of Supplemental
Indenture to be Furnished Trustee.  The
Trustee, subject to the provisions of Sections 7.01 and 7.02, may receive an
Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant hereto complies with the requirements
of this Article Ten.


 


ARTICLE 11

CONSOLIDATION, MERGER, SALE OR CONVEYANCE


 


Section 11.01.  Company May Not Consolidate, etc., Except
Under Certain Conditions. The Company covenants that it will not
merge or consolidate with any other Person or sell, convey, transfer or
otherwise dispose of all or substantially all of its assets to any other
Person, unless (i) either the Company shall be the continuing corporation, or
the successor Person (if other than the Company) shall be a corporation or a
limited liability company organized and existing under the laws of the United
States of America or a state thereof or the District of Columbia and such
corporation or limited liability company shall expressly assume the due and
punctual payment of the principal of, and premium, if any, and interest, if
any, on all the Securities according to their tenor, and the due and punctual
performance and observance of all of the covenants and conditions of this
Indenture to be performed by the Company by supplemental indenture satisfactory
to the Trustee, executed and delivered to the Trustee by such corporation, and
(ii) the Company or such successor corporation or limited liability company, as
the case may be, shall not, immediately after such merger or consolidation, or
such sale, conveyance, transfer or other disposition, be in default in the
performance of any such covenant or condition. In the event of any such sale,
conveyance (other than by way of lease), transfer or other disposition, the
predecessor company may be dissolved, wound up and liquidated at any time thereafter.


 


Section 11.02.  Successor Corporation or Limited Liability
Company to be Substituted.  In
case of any such consolidation, merger, sale, conveyance (other than by way of
lease), transfer or other disposition, and upon any such assumption by the successor
corporation, such successor corporation or limited liability company shall
succeed to and be substituted for the Company, with the same effect as if it
had been named herein as the Company, and the Company shall be relieved of any
further obligation under this Indenture and under the Securities. Such
successor corporation or limited liability company thereupon may cause to be
signed, and may issue either in its own name or in the name of Genworth
Financial, Inc., any or all of the Securities issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor corporation or limited liability
company, instead of the Company, and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Company to the Trustee for authentication, and
any Securities which such


 


53

















 


successor corporation or limited liability company thereafter shall
cause to be signed and delivered to the Trustee for that purpose. All the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities
had been issued at the date of the execution hereof.


 


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


 


Section 11.03.  Documents to be Given Trustee.  The Trustee, subject to the
provisions of Sections 7.01 and 7.02, may receive an Officers’ Certificate and
an Opinion of Counsel as conclusive evidence that any such consolidation,
merger, sale, conveyance, transfer or other disposition, and any such
assumption, comply with the provisions of this Article Eleven.


 


ARTICLE 12

SATISFACTION AND DISCHARGE OF INDENTURE


 


Section 12.01.  Discharge of Indenture.  When (a) the Company shall
deliver to the Trustee for cancellation all Securities theretofore
authenticated (other than any Securities which shall have been destroyed, lost
or stolen or in lieu of or in substitution for which other Securities shall
have been authenticated and delivered, or which shall have been paid, pursuant
to the provisions of Section 2.07 or Securities for whose payment money has
theretofore been deposited in trust and thereafter repaid to the Company as
provided in Section 12.06) and not theretofore cancelled, or (b) all the
Securities not theretofore cancelled or delivered to the Trustee for cancellation
shall have become due and payable, or are by their terms to become due and
payable within one year or are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit with the Trustee, in trust, funds
sufficient to pay at maturity or upon redemption all of the Securities (other
than any (i) Securities which shall have been destroyed, lost or stolen and in
lieu of or in substitution for which other Securities shall have been
authenticated and delivered, or which shall have been paid, pursuant to the
provisions of Section 2.07 or (ii) Securities for whose payment money has
theretofore been deposited in trust and thereafter repaid to the Company as
provided in Section 12.06) not theretofore cancelled or delivered to the
Trustee for cancellation, including principal, premium, if any, and interest,
if any, due or to become due to such date of maturity or date fixed for
redemption, as the case may be, and if in either case the Company shall also
pay or cause to be paid all other sums payable hereunder by the Company, then
this Indenture shall cease to be of further effect (except as to (i) rights of
registration of transfer and exchange of Securities, (ii) substitution of
mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of
holders to receive payments of principal thereof and


 


54

















 


interest thereon, and remaining rights of the holders to receive mandatory
sinking fund payments, if any, (iv) the rights, obligations and immunities of
the Trustee hereunder and (v) the rights of the Securityholders as
beneficiaries hereof with respect to the property so deposited with the Trustee
payable to all or any of them), and the Trustee, on demand of the Company
accompanied by an Officers’ Certificate and an Opinion of Counsel and at the
cost and expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture, the Company, however, hereby
agreeing to reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred by the Trustee in connection with this
Indenture or the Securities.


 


Section 12.02.  Legal Defeasance.  On the 91st day following the deposit referred to in
clause (a), the Company will be deemed to have paid and will be discharged from
its obligations in respect of the Securities of the series with respect to
which such deposit shall have been made and the Indenture with respect to such
Securities, other than (i) the rights of the Securityholders of Outstanding
Securities of such series to receive, solely from the trust fund described in
clause (a), payments in respect of the principal of and interest on such
securities when such payments are due and (ii) its obligations in
Article Two and Sections 4.02, 7.06, 7.10, 12.06; and 12.07 provided the
following conditions have been satisfied:


 


(a)           The Company has irrevocably deposited in
trust with the Trustee, as trust funds solely for the benefit of the
Securityholders of such series, money sufficient, or U.S. Government
Obligations, the principal of and interest on which shall be sufficient, or a
combination thereof sufficient, in the opinion of the Board of Directors of the
Company evidenced by a resolution set forth in an Officers’ Certificate
delivered to the Trustee, without consideration of any reinvestment, to pay
principal of, premium, if any, and interest, if any, on the Securities of such
series to maturity or redemption, as the case may be, provided that any
redemption before maturity has been irrevocably provided for under arrangements
satisfactory to the Trustee.


 


(b)           The deposit will not result in a breach or
violation of, or constitute a default under, the Indenture or any other
agreement or instrument to which the Company is a party or by which it is
bound.


 


(c)           The Company has delivered to the Trustee
either (x) a ruling received from the Internal Revenue Service to the effect
that the holders of the Securities of such series will not recognize income,
gain or loss for federal income tax purposes as a result of the defeasance and
will be subject to federal income tax on the same amount and in the same manner
and at the same times as would otherwise have been the case or (y) an Opinion
of Counsel, based on a change in law after the date of the Indenture, to the
same effect as the ruling described in clause (x).


 


55

















 


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


 


Prior to the end of the 91-day period, none of the Company’s
obligations under the Indenture with respect to the Securities of such series
will be discharged. Thereafter, the Trustee, upon the request and at the cost
and expense of the Company, will acknowledge in writing the discharge of the
Company’s obligations under the Securities of such series and the Indenture
with respect to such series except for the surviving obligations specified
above.


 


As used herein, “U.S. Government Obligation” means (x) any security
which is (i) a direct obligation of the United States of America for the
payment of which its full faith and credit is pledged or (ii) an obligation of
a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America, the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of
America, which, in either case (i) or (ii), is not callable or redeemable at
the option of the issuer thereof, and (y) any depositary receipt issued by a
bank (as defined in Section 3(a)(2) of the Securities Act of 1933) as
custodian with respect to any U.S. Government Obligation which is specified in
clause (x) above and held by such bank for the account of the holder of such
depositary receipt, or with respect to any specific payment of principal of or
interest on any U.S. Government Obligation which is so specified and held, provided
that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depositary receipt from
any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal or interest evidenced by such
depositary receipt.


 


Section 12.03.  Covenant Defeasance.  After the 91st day following the
deposit referred to in clause (a) with respect to the Securities of a series,
the Company’s obligations set forth in the covenant or covenants for such
series of Securities established as contemplated by Section 2.02(20) will
terminate, and clauses (d) (to the extent relating to such covenant or covenants),
(e) and (h) of Section 6.01 will no longer constitute Events of Default with
respect to the Securities of a series, provided the following conditions have
been satisfied:


 


(a)           the Company has complied with clauses (a),
(b) and (d) of Section 12.02; and


 


(b)           the Company has delivered to the Trustee an
Opinion of Counsel to the effect that the holders of the Securities of such
series will not recognize income, gain or loss for federal income tax purposes
as a result of the defeasance and will be subject to federal income tax on the
same amount and in the same manner and at the same times as would otherwise
have been the case.


 


56

















 


Except as specifically stated above, none of the Company’s obligations under
the Indenture will be discharged.


 


Section 12.04.  Deposited Moneys to be Held in Trust by
Trustee; Miscellaneous Provisions.  All
moneys and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee pursuant to the provisions of, Section 12.02 or
12.03 shall be held in trust and applied by it to the payment, either directly
or through any paying agent (including the Company if acting as its own paying
agent), to the holders of the particular Securities for payment or redemption
of which such moneys or U.S. Government Obligations have been deposited with
the Trustee, of all sums due and to become due thereon for principal, premium,
if any, and interest, if any.


 


The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 12.01 or 12.03 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the holders of the Securities.


 


Anything in this Article to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon request of
the Company any money or U.S. Government Obligations held by it as provided in
Section 12.02 or 12.03 with respect to any Securities which, in the opinion of
a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect the legal
defeasance or covenant defeasance, as the case may be, with respect to such
Securities.


 


Section 12.05.  Paying Agent to Repay Moneys Held.  Upon the satisfaction and
discharge of this Indenture all moneys then held by any paying agent of the
Securities (other than the Trustee) shall, upon demand of the Company, be
repaid to the Company or paid to the Trustee, and thereupon such paying agent
shall be released from all further liability with respect to such moneys.


 


Section 12.06.  Return of Unclaimed Moneys.  Any moneys deposited with or paid
to the Trustee for payment of the principal of, premium, if any, or interest,
if any, on Securities of any series and not applied but remaining unclaimed by
the holders of Securities of that series for two years after the date upon
which the principal of, premium, if any, or interest, if any, on such
Securities, as the case may be, shall have become due and payable, shall be
repaid to the Company by the Trustee on written demand; and the holder of any
such Securities shall thereafter look only to the Company for any payment which
such holder may be entitled to collect and all liability of the Trustee with
respect to such money shall thereupon cease.


 


57

















 


Section 12.07.    Reinstatement.  If
and for so long as the Trustee is unable to apply any money or U.S. Government
Obligations held in trust pursuant to Section 12.01, 12.02 or 12.03 by reason
of any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company’s obligations under the Indenture and the Securities
will be reinstated as though no such deposit in trust had been made. If the
Company makes any payment of principal of or interest on any Securities because
of the reinstatement of its obligations, it will be subrogated to the rights of
the Securityholders of such Securities to receive such payment from the money
or U.S. Government Obligations held in trust.


 


ARTICLE 13

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


 


Section 13.01.  Indenture and Securities Solely Corporate
Obligations.  No recourse for
the payment of the principal of, premium, if any, or interest, if any, on any
Security, or for any claim based thereon or otherwise in respect thereof, and
no recourse under or upon any obligation, covenant or agreement of the Company
in this Indenture or in any supplemental indenture, or in any Security, or
because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any successor corporation, either directly
or through the Company or any successor corporation, 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 all such liability
is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of the
Securities.


 


ARTICLE 14

MISCELLANEOUS PROVISIONS


 


Section 14.01.  Provisions Binding on Company’s
Successors.  All the
covenants, stipulations, promises and agreements in this Indenture contained by
the Company shall bind its successors and assigns whether so expressed or not.


 


Section 14.02.  Official Acts by Successor Corporation.  Any act or proceeding by any
provision of this Indenture authorized or required to be done or performed by
any board, committee or officer of the Company shall and may be done and
performed with like force and effect by the like board, committee or officer of
any corporation that shall at the time be the lawful sole successor of the
Company.


 


Section 14.03.  Addresses for Notices, Notice to Holders,
Waiver.  Any notice or demand
which by any provision of this Indenture is required or permitted to be given
or served by the Trustee or by the holders of Securities on the Company may be
given or served by being deposited postage prepaid by first


 


58

















 


class mail in a post office letter box addressed (until another address
is filed by the Company with the Trustee) to Genworth Financial, Inc., 6620
West Broad Street, Richmond, Virginia 23230. Any notice, direction, request or
demand by any Securityholder to or upon the Trustee shall be deemed to have
been sufficiently given or made, for all purposes, if given or made in writing
at the principal corporate trust office of the Trustee, addressed to the
attention of its corporate trust office as specified in Section 7.13 hereof or
to any successor office established by notice given by the Trustee to the
Company pursuant to this Section 14.03.


 


Where this Indenture provides for notice of holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each holder affected
by such event, at his address as it appears in the Security register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to holders
is given by mail, neither the failure to mail such notice, nor any defect in
any notice so mailed, to any particular holder shall affect the sufficiency of
such notice with respect to other holders. Where this Indenture provides for
notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.


 


In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.


 


Section 14.04.  New York Contract.  This Indenture and each Security shall be deemed to be
a contract made under the laws of the State of New York, and for all purposes
shall be construed in accordance with the laws of said State.


 


Section 14.05.  Evidence of Compliance with Conditions
Precedent.  Upon any
application or demand by the Company to the Trustee to take any action under
any of the provisions of this Indenture, the Company shall furnish to the
Trustee an Officers’ Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.


 


Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or
covenant provided for in this Indenture shall include: (1) a statement that the
person making such certificate or opinion has read such covenant or condition;
(2) a brief statement as to the nature and scope of the examination or
investigation upon which the


 


59

















 


statements or opinion contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an informed
opinion as to whether or not such covenant or condition has been complied with;
and (4) a statement as to whether or not, in the opinion of such person, such
condition or covenant has been complied with.


 


Section 14.06.  Legal Holidays.  In any case where the date of maturity of interest, if
any, on or principal of, or premium, if any, on the Securities or the date
fixed for redemption or repayment of any Security will be in The City of New
York, New York, a Saturday, a Sunday, a legal holiday or a day on which banking
institutions are authorized or required by law or executive order to close or
remain closed, then payment of such interest, if any, on or principal of or
premium, if any, on the Securities need not be made on such date but may be
made on the next succeeding day not in such city, a Saturday, a Sunday, a legal
holiday or a day on which banking institutions are authorized or required by
law or executive order to close or remain closed, with the same force and
effect as if made on the date of maturity or a date fixed for redemption or
repayment, and no interest shall accrue for the period from and after such
date.


 


Section 14.07.  Securities in a Specified Currency other
than Dollars.  Unless
otherwise specified as contemplated by Section 2.02 with respect to a
particular series of Securities, whenever for purposes of this Indenture any
action may be taken by the holders of a specified percentage in aggregate
principal amount of Securities of all series or all series affected by a
particular action at the time Outstanding and, at such time, there are
Outstanding any Securities of any series which are denominated in a Specified
Currency other than Dollars then the principal amount of Securities of such
series which shall be deemed to be Outstanding for the purpose of taking such
action shall be that amount of Dollars that could be obtained for such amount
of such Specified Currency at the Market Exchange Rate. For purposes of this
Section 14.07, Market Exchange Rate shall mean the noon Dollar buying rate in
New York City for cable transfers of the Specified Currency published by the
Federal Reserve Bank of New York. If such Market Exchange Rate is not available
for any reason with respect to such Specified Currency, the Trustee shall use,
in its sole discretion and without liability on its part, such quotation of the
Federal Reserve Bank of New York or such other quotations as the Trustee shall
deem appropriate. The provisions of this paragraph shall apply in determining
the equivalent principal amount in respect of Securities of a series
denominated in a Specified Currency other than Dollars in connection with any
action taken by holders of Securities pursuant to the terms of this Indenture,
including, without limitation, any determination contemplated in Section
6.01(d) or (e).


 


All decisions and determination of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error,


 


60

















 


be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Company and all Securityholders.


 


Section 14.08.  Trust Indenture Act to Control.  If and to the extent that any
provision of this Indenture limits, qualifies or conflicts with the duties
imposed by, or with another provision (an “incorporated provision”) included in
this Indenture by operation of, Sections 310 to 318, inclusive, of the Trust
Indenture Act of 1939, such imposed duties or incorporated provision shall
control.


 


Section 14.09.  Table of Contents, Headings, etc.  The table of contents and the
titles and headings of the articles and sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.


 


Section 14.10.  Execution in Counterparts.  This Indenture may be executed in
any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.


 


Section 14.11.  Separability; Benefits.  In case any one or more of the
provisions contained in this Indenture or in the Securities shall for any reason
be held to be invalid, illegal or unenforceable in any respect, then, to the
extent permitted by law, such invalidity, illegality or unenforceability of the
remaining provisions shall not in any way be affected or impaired thereby.


 


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


 


61

















 


IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of
              ,
2004.


 


	
   

  	
  GENWORTH FINANCIAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   Title:

  



[CORPORATE SEAL]


 


Attest:


 


 


	
  By

  	
   

  	
   

  	
   

  
	
   

  	
   Name:

  	
   

  
	
   

  	
   Title:

  	
   

  



 


 


	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   Title:

  



[CORPORATE SEAL]


 


Attest:


 


 


	
  By

  	
   

  	
   

  	
   

  
	
   

  	
   Name:

  	
   

  
	
   

  	
   Title:

  	
   

  



 


62