Exhibit 4.3


 


Aeroflex Incorporated


 


To
[         ]


 


Trustee


 


SENIOR INDENTURE


 


Dated as of
[             ], 2003


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE
  ONE –

  	
   

  
	
  DEFINITIONS
  AND OTHER PROVISONS OF GENERAL APPLICATION

  	
   

  
	
   

  	
   

  
	
  Section 101.   Definitions

  	
   

  
	
  Act

  	
   

  
	
  Affiliate

  	
   

  
	
  Authenticating Agent

  	
   

  
	
  Board of Directors

  	
   

  
	
  Board Resolution

  	
   

  
	
  Business Day

  	
   

  
	
  Commission

  	
   

  
	
  Company

  	
   

  
	
  Company Request and Company Order

  	
   

  
	
  Corporate Trust Office

  	
   

  
	
  Corporation

  	
   

  
	
  Covenant Defeasance

  	
   

  
	
  Defaulted Interest

  	
   

  
	
  Defeasance

  	
   

  
	
  Depositary

  	
   

  
	
  Dollar

  	
   

  
	
  Event of Default

  	
   

  
	
  Exchange Act

  	
   

  
	
  Expiration Date

  	
   

  
	
  Foreign Currency

  	
   

  
	
  Global Security

  	
   

  
	
  Governmental Authority

  	
   

  
	
  Government Obligations

  	
   

  
	
  Holder

  	
   

  
	
  Indebtedness

  	
   

  
	
  Indenture

  	
   

  
	
  Interest Payment Date

  	
   

  
	
  Interest Rate

  	
   

  
	
  Investment Company Act

  	
   

  
	
  Lien

  	
   

  
	
  Maturity

  	
   

  
	
  Notice of Default

  	
   

  
	
  Officers’ Certificate

  	
   

  
	
  Opinion of Counsel

  	
   

  
	
  Original Issue Date

  	
   

  
	
  Original Issue Discount Security

  	
   

  
	
  Outstanding

  	
   

  
	
  Paying Agent

  	
   

  
	
  Person

  	
   

  
	
  Place of Payment

  	
   

  



 


i

















 


	
  Predecessor Security

  	
   

  
	
  Redemption Date

  	
   

  
	
  Redemption Price

  	
   

  
	
  Regular Record Date

  	
   

  
	
  Responsible Officer

  	
   

  
	
  Restricted Subsidiary

  	
   

  
	
  Securities or Security

  	
   

  
	
  Securities Act

  	
   

  
	
  Security Register and Security Registrar

  	
   

  
	
  Special Record Date

  	
   

  
	
  Stated Maturity

  	
   

  
	
  Subsidiary

  	
   

  
	
  Trust Indenture Act

  	
   

  
	
  Trustee

  	
   

  
	
  Vice President

  	
   

  
	
  Section 102.   Compliance Certificates and Opinions

  	
   

  
	
  Section 103.   Form of Documents Delivered to Trustee

  	
   

  
	
  Section 104.   Acts of Holders; Record Dates

  	
   

  
	
  Section 105.   Notices, Etc.,
  to Trustee and Company

  	
   

  
	
  Section 106.   Notice to Holders; Waiver

  	
   

  
	
  Section 107.   Conflict with Trust Indenture Act

  	
   

  
	
  Section 108.   Effect of Headings and Table of Contents

  	
   

  
	
  Section 109.   Successors and Assigns

  	
   

  
	
  Section 110.   Separability Clause

  	
   

  
	
  Section 111.   Benefits of Indenture

  	
   

  
	
  Section 112.   Governing Law

  	
   

  
	
  Section 113.   Legal Holidays

  	
   

  
	
  Section 114.   Computations

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  TWO        SECURITY FORMS

  	
   

  
	
   

  	
   

  
	
  Section 201.   Forms Generally

  	
   

  
	
  Section 202.   Form of Legend for Global Securities

  	
   

  
	
  Section 203.   Form of Trustee’s Certificate of Authentication

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  THREE      THE SECURITIES

  	
   

  
	
   

  	
   

  
	
  Section 301.   Title; Terms

  	
   

  
	
  Section 302.   Denominations

  	
   

  
	
  Section 303.   Execution, Authentication,
  Delivery and Dating

  	
   

  
	
  Section 304.   Temporary Securities

  	
   

  
	
  Section 305.   Registration,
  Registration of Transfer and Exchange

  	
   

  
	
  Section 306.   Mutilated,
  Destroyed, Lost and Stolen Securities

  	
   

  
	
  Section 307.   Payment of Interest; Interest Rights Preserved

  	
   

  
	
  Section 308.   Persons Deemed Owners

  	
   

  
	
  Section 309.   Cancellation

  	
   

  
	
  Section 310.   Computation of Interest

  	
   

  



 


ii

















 


	
  ARTICLE
  FOUR      SATISFACTION AND DISCHARGE

  	
   

  
	
   

  	
   

  
	
  Section 401.   Satisfaction and Discharge of Indenture

  	
   

  
	
  Section 402.   Application of Trust Money

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  FIVE       REMEDIES

  	
   

  
	
   

  	
   

  
	
  Section 501.   Events of
  Default

  	
   

  
	
  Section 502.   Acceleration of Maturity; Rescission and Annulment

  	
   

  
	
  Section 503.   Collection of Indebtedness and Suits for Enforcement by
  Trustee

  	
   

  
	
  Section 504.   Trustee May File Proofs of Claim

  	
   

  
	
  Section 505.   Trustee May Enforce Claims Without Possession of Securities

  	
   

  
	
  Section 506.   Application of Money Collected

  	
   

  
	
  Section 507.   Limitation on Suits

  	
   

  
	
  Section 508.   Unconditional Right of Holders to Receive Principal, Premium
  and Interest

  	
   

  
	
  Section 509.   Restoration of Rights and Remedies

  	
   

  
	
  Section 510.   Rights and Remedies Cumulative

  	
   

  
	
  Section 511.   Delay or Omission Not Waiver

  	
   

  
	
  Section 512.   Control by Holders

  	
   

  
	
  Section 513.   Waiver of Past Defaults

  	
   

  
	
  Section 514.   Undertaking for Costs

  	
   

  
	
  Section 515.   Waiver of
  Usury, Stay or Extension Laws

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  SIX        THE TRUSTEE

  	
   

  
	
   

  	
   

  
	
  Section 601.   Certain Duties and Responsibilities

  	
   

  
	
  Section 602.   Notice of Defaults

  	
   

  
	
  Section 603.   Certain Rights of Trustee

  	
   

  
	
  Section 604.   Not Responsible for Recitals or Issuance of Securities

  	
   

  
	
  Section 605.   May Hold Securities

  	
   

  
	
  Section 606.   Money Held in Trust

  	
   

  
	
  Section 607.   Compensation and Reimbursement

  	
   

  
	
  Section 608.   Disqualification; Conflicting Interests

  	
   

  
	
  Section 609.   Corporate Trustee Required; Eligibility

  	
   

  
	
  Section 610.   Resignation and Removal; Appointment of Successor

  	
   

  
	
  Section 611.   Acceptance of Appointment by Successor

  	
   

  
	
  Section 612.   Merger,
  Conversion, Consolidation or Succession to Business

  	
   

  
	
  Section 613.   Preferential Collection of Claims Against Company

  	
   

  
	
  Section 614.   Appointment of Authenticating Agent

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  SEVEN    HOLDER’S LISTS AND REPORTS BY
  TRUSTEE AND COMPANY

  	
   

  
	
   

  	
   

  
	
  Section 701.   Company to Furnish Trustee Names and Addresses of Holders

  	
   

  
	
  Section 702.   Preservation of Information; Communications to Holders

  	
   

  
	
  Section 703.   Reports by Trustee

  	
   

  
	
  Section 704.   Reports by Company

  	
   

  



 


iii

















 


	
  ARTICLE
  EIGHT     CONSOLIDATION, MERGER,
  CONVEYANCE, TRANSFER OR LEASE

  	
   

  
	
   

  	
   

  
	
  Section 801.   Company May Consolidate, Etc., Only on Certain Terms

  	
   

  
	
  Section 802.   Successor Corporation Substituted

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  NINE       SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  
	
  Section 901.   Supplemental Indentures Without Consent of Holders

  	
   

  
	
  Section 902.   Supplemental Indentures With Consent of Holders

  	
   

  
	
  Section 903.   Execution of Supplemental Indentures

  	
   

  
	
  Section 904.   Effect of Supplemental Indentures

  	
   

  
	
  Section 905.   Conformity with Trust Indenture Act

  	
   

  
	
  Section 906.   Reference in Securities to Supplemental Indentures

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  TEN        COVENANTS

  	
   

  
	
   

  	
   

  
	
  Section 1001.  Payment of Principal, Premium and Interest

  	
   

  
	
  Section 1002.  Maintenance of Office or Agency

  	
   

  
	
  Section 1003.  Money for Securities Payments to Be Held in Trust

  	
   

  
	
  Section 1004.  Statement by Officers as to Default

  	
   

  
	
  Section 1005.  Existence

  	
   

  
	
  Section 1006.  Maintenance of Properties

  	
   

  
	
  Section 1007.  Payment of
  Taxes

  	
   

  
	
  Section 1008.  [Intentionally Omitted]

  	
   

  
	
  Section 1009.  Waiver of Certain Covenants

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  ELEVEN     REDEMPTION OF SECURITIES

  	
   

  
	
   

  	
   

  
	
  Section 1101.  Company’s Right of Redemption

  	
   

  
	
  Section 1102.  Applicability of Article

  	
   

  
	
  Section 1103.  Election to Redeem; Notice to Trustee

  	
   

  
	
  Section 1104.  Selection by Trustee of Securities to be Redeemed

  	
   

  
	
  Section 1105.  Notice of Redemption

  	
   

  
	
  Section 1106.  Deposit of Redemption Price

  	
   

  
	
  Section 1107.  Securities Payable on Redemption Date

  	
   

  
	
  Section 1108.  Securities Redeemed in Part

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  TWELVE     DEFEASANCE AND COVENANT
  DEFEASANCE

  	
   

  
	
   

  	
   

  
	
  Section 1201.  Company’s Option to Effect Defeasance or Covenant Defeasance

  	
   

  
	
  Section 1202.  Defeasance and Discharge

  	
   

  
	
  Section 1203.  Covenant Defeasance

  	
   

  
	
  Section 1204.  Conditions to Defeasance or Covenant Defeasance

  	
   

  
	
  Section 1205.  Deposited Money and Government Obligations to Be Held in Trust;
  Miscellaneous Provisions

  	
   

  
	
  Section 1206.  Reinstatement

  	
   

  
	
  Section 1207.  Qualifying Trustee

  	
   

  



 


iv

















 


 


CERTAIN SECTIONS OF THIS INDENTURE
RELATING TO SECTIONS 310

THROUGH 318, INCLUSIVE OF THE TRUST INDENTURE ACT OF 1939


 


	
  Trust Indenture Act Section

  	
   

  	
  Indenture
  Section

  
	
   

  	
   

  	
   

  
	
  Section
  310(a)(1)

  	
   

  	
  609,610

  
	
  (a)(2)

  	
   

  	
  609

  
	
  (a)(3)

  	
   

  	
  Not Applicable

  
	
  (a)(4)

  	
   

  	
  Not Applicable

  
	
  (a)(5)

  	
   

  	
  609

  
	
  (b)

  	
   

  	
  608, 610

  
	
  Section 311
  (a)

  	
   

  	
  613

  
	
  (b)

  	
   

  	
  613

  
	
  Section
  312(a)

  	
   

  	
  701, 702

  
	
  (b)

  	
   

  	
  702

  
	
  (c)

  	
   

  	
  702

  
	
  Section
  313(a)

  	
   

  	
  703

  
	
  (b)

  	
   

  	
  703

  
	
  (c)

  	
   

  	
  703

  
	
  (d)

  	
   

  	
  703

  
	
  Section
  314(a)

  	
   

  	
  704

  
	
  (a)(4)

  	
   

  	
  101, 1004

  
	
  (b)

  	
   

  	
  Not Applicable

  
	
  (c)(1)

  	
   

  	
  102

  
	
  (c)(2)

  	
   

  	
  102

  
	
  (c)(3)

  	
   

  	
  NA

  
	
  (d)

  	
   

  	
  NA

  
	
  (e)

  	
   

  	
  102

  
	
  Section 315
  (a)

  	
   

  	
  601

  
	
  (b)

  	
   

  	
  602

  
	
  (c)

  	
   

  	
  601

  
	
  (d)

  	
   

  	
  601

  
	
  (e)

  	
   

  	
  514

  
	
  Section 316
  (a)

  	
   

  	
  101

  
	
  (a)(1)(a)

  	
   

  	
  502,512

  
	
  (a)(1)(b)

  	
   

  	
  513

  
	
  (a)(2)

  	
   

  	
  NA

  
	
  (b)

  	
   

  	
  508

  
	
  (c)

  	
   

  	
  104

  
	
  Section 317
  (a)(1)

  	
   

  	
  503

  
	
  (a)(2)

  	
   

  	
  504

  
	
  (b)

  	
   

  	
  1003

  
	
  Section 318
  (a)

  	
   

  	
  107

  



 


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


 


 


v

















 


 


SENIOR
INDENTURE, dated as of
         ,  2003, between Aeroflex Incorporated, a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the “Company”), having its principal office at 35 South Service
Road, Plainview, New York 11803, and [          ],
as Trustee (herein called the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company
has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of its unsecured senior debt securities in one
or more series (the “Securities”) of substantially the tenor hereinafter
provided, and to provide the terms and conditions upon which the Securities are
to be authenticated, issued and delivered; and all things necessary to make the
Securities, when executed by the Company and authenticated and delivered
hereunder and duly issued by the Company, the valid obligations of the Company,
and to make this Indenture a valid agreement of the Company, in accordance with
its terms, have been done.


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in
consideration of the premises and the purchase of the Securities by the Holders
thereof, it is mutually agreed, for the equal and proportionate benefit of all
Holders of the Securities or of a series thereof, as follows:


 


ARTICLE
ONE


 


DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


SECTION
101. Definitions.


 


For all
purposes of this Indenture, except as otherwise expressly provided or unless
the context otherwise requires:


 


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


 


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


 


(3) all
accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles, and, except
as otherwise herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder
shall mean such accounting principles as are generally accepted at the time of
such computation; provided, that when two or more principles are so generally
accepted, it shall mean that set of principles consistent with those in use by
the Company;


 


(4) unless the
context otherwise requires, any reference to an “Article” or a “Section” refers
to an Article or a Section, as the case may be, of this Indenture; and


 

















 


(5) the words
“herein”, “hereinafter”, “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.


 


“Act” when used with respect to any Holder, has the
meaning specified in Section 104.


 


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


 


“Authenticating Agent” means any Person
authorized by the Trustee pursuant to Section 614 to act on behalf of the
Trustee to authenticate Securities.


 


“Board of Directors” means either the
board of directors of the Company or any duly authorized committee of that
board.


 


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


 


“Business Day” means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions
in New York, New York, the Corporate Trust Office or any Place of Payment are
authorized or obligated by law or executive order to close.


 


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


 


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


 


“Company Request” and “Company Order” mean,
respectively, a written request or order signed in the name of the Company by (i)
its Chairman of the Board of Directors, Chief Executive Officer, President or
any Vice President, and (ii) its Treasurer, any Associate Treasurer, any
Assistant Treasurer, its Controller, its Secretary or any Assistant Secretary,
and delivered to the Trustee or, with respect to Sections 303, 304, 305 and
603, any other employee of the Company named in an Officers’ Certificate
delivered to the Trustee.


 


“Corporate Trust Office” means the
office of the Trustee at which at any particular time its corporate trust
business shall be principally administered, which office at the date hereof is
located at 59 Maiden Lane, New York, New York 10038.


 


2

















 


“Corporation” means a corporation, association,
company, joint-stock company or business trust.


 


“Covenant Defeasance” has the meaning
specified in Section 1203.


 


“Defaulted Interest” has the meaning
specified in Section 307.


 


“Defeasance” has the meaning specified in
Section 1202.


 


“Depositary” means the clearing agency
registered under the Exchange Act that is designated by the Company in Section
301 to act as depositary for any series of Securities with respect to such
series (or any successor to such clearing agency).


 


“Dollar” means the 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,” unless otherwise
specified with respect to Securities of a series pursuant to Section 301, has
the meaning specified in Section 501.


 


“Exchange Act” means the Securities Exchange
Act of 1934 and any statute successor thereto, in each case as amended from
time to time.


 


“Expiration Date” has the meaning specified
in Section 104.


 


“Foreign Currency” means any currency
issued by the government of one or more countries other than the United States
of America or by any recognized confederation or association of such
governments.


 


“Global Security” means a Security that
evidences all or part of a series of Securities issued to the Depositary or its
nominee for such series, and registered in the name of such Depositary or its
nominee and bearing the legend set forth in Section 202.


 


“Governmental Authority” means any
Federal, state, local or foreign court or governmental agency, authority, instrumentality
or regulatory body.


 


“Government Obligations” means, with
respect to the Securities of any series, securities which are (i) direct
obligations of the United States of America or (ii) obligations 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 by
the United States of America and which, in either case, are full faith and
credit obligations of the United States of America and are not callable or
redeemable at the option of the issuer thereof and shall also include a
depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act) as custodian with respect to any such Government Obligation
held by such custodian for the account of the holder of such depository
receipt; provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
Government Obligation or the specific payment of interest on or principal of
the Government Obligation evidenced by such depository receipt.


 


3

















 


“Holder” means a Person in whose name a Security is
registered in the Security Register.


 


“Indebtedness” of any person means the
principal of and premium, if any, and interest due on indebtedness of such
Person, whether outstanding on the date of this Indenture or thereafter
created, incurred or assumed, whether recourse is to all or a portion of the
assets of such Person and whether or not contingent which is (a) indebtedness
for money borrowed, and (b) any amendments, renewals, extensions, modifications
and refundings of any such indebtedness. For the purposes of this definition,
“indebtedness for money borrowed” means (i) any obligation of, or any
obligation guaranteed by, such Person for the repayment of borrowed money,
whether or not evidenced by bonds, debentures, notes or other written
instruments, (ii) any obligation of, or any such obligation guaranteed by, such
Person evidenced by bonds, debentures, notes or similar written instruments,
including obligations assumed or incurred in connection with the acquisition of
property, assets or businesses (provided, however, that the deferred purchase
price of any property, assets or business shall not be considered Indebtedness
if the purchase price thereof is payable in full within 90 days from the date
on which such indebtedness was created), and (iii) any obligations of such
Person as lessee under leases required to be capitalized on the balance sheet
of the lessee under generally accepted accounting principles and leases of
property or assets made as part of any sale and lease-back transaction to which
such Person is a party. Indebtedness does not include trade accounts payable or
accrued liability arising in the ordinary course of business.


 


“Indenture” means this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof, and shall include the terms of each particular series of
Securities established as contemplated by Section 301, including, for all purposes
of this instrument and any such supplemental indenture, the provisions of the
Trust Indenture Act that are deemed to be a part of and govern this instrument
and any such supplemental indenture, respectively.


 


“Interest Payment Date” means as to
each series of Securities the Stated Maturity of an installment of interest on
such Securities.


 


“Interest Rate” means the rate of interest
specified or determined as specified in each Security as being the rate of
interest payable on such Security.


 


“Investment Company Act” means the
Investment Company Act of 1940 and any statute successor thereto, in each case
as amended from time to time.


 


“Lien” means any mortgage, pledge, lien, security
interest or other encumbrance.


 


“Maturity” when used with respect to any Security,
means the date on which the principal of such Security or an installment of
principal becomes due and payable as provided in the Securities or herein
provided, whether at the Stated Maturity or by declaration of acceleration,
call for redemption or otherwise.


 


“Notice of Default” means a written notice
of the kind specified in Section 501(3).


 


4

















 


“Officers’ Certificate” means a
certificate signed by (i) the Chairman of the Board of Directors, Chief Executive
Officer, President or any Vice President, and (ii) the Treasurer, any Associate
Treasurer, any Assistant Treasurer, the Controller, the Secretary or any
Assistant Secretary, of the Company, and delivered to the Trustee. One of the
officers signing an Officers’ Certificate given pursuant to Section 1004 shall
be the principal executive, financial or accounting officer of the Company.


 


“Opinion of Counsel” means a written
opinion of counsel, who may be counsel for (and an employee of) the Company, and
who shall be reasonably acceptable to the Trustee.


 


“Original Issue Date” means the date of
issuance specified as such in each Security.


 


“Original Issue Discount Security”
means 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 502.


 


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


 


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


 


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


 


(3) Securities
which have been paid pursuant to Section 306 or in exchange for or in lieu of
which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Securities are
held by Holders in whose hands such Securities are valid, binding and legal
obligations of the Company; provided, however, that in determining whether the
Holders of the requisite principal amount of the Outstanding Securities have
given, made or taken any request, demand, authorization, direction, notice,
consent, waiver or other action hereunder as of any date, (A) the principal
amount of an Original Issue Discount Security which shall be deemed to be
Outstanding shall be the amount of the principal thereof which would be due and
payable as of such date upon acceleration of the Maturity thereof to such date
pursuant to Section 502, (B) if, as of such date, the principal amount payable
at the Stated Maturity of a Security is not determinable, the principal amount
of such Security which shall be deemed to be Outstanding shall be the amount as
specified or determined as contemplated by Section 301, and (C) Securities
beneficially owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent, waiver or other action, only Securities which a
Responsible Officer of the Trustee knows to be so owned


 


5

















 


shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.


 


“Paying Agent” means the Trustee or any other
Person authorized by the Company to pay the principal of or any premium or
interest on any Securities on behalf of the Company.


 


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


 


“Place of Payment” means, with respect to
the Securities of any series, the place or places where the principal of and
any premium and interest on the Securities of such series are payable as
specified as contemplated by Section 301.


 


“Predecessor Security” of any
particular Security means every previous Security evidencing all or a portion
of the same debt as that evidenced by such particular Security; and, for the
purposes of this definition, any Security authenticated and delivered under
Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or
stolen Security shall be deemed to evidence the same debt as the mutilated,
destroyed, lost or stolen Security.


 


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


 


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


 


“Regular Record Date” for the interest
payable on any Interest Payment Date on the Securities of a series means,
unless otherwise provided pursuant to Section 301 with respect to Securities of
a series, the date which is fifteen days next preceding such Interest Payment
Date (whether or not a Business Day).


 


“Responsible Officer,” when used with
respect to the Trustee, means any officer of the Trustee located at the
Corporate Trust Office and assigned by the Trustee from time to time to
administer its corporate trust matters.


 


“Restricted Subsidiary” means a
Subsidiary which is incorporated in any State of the United States or in the
District of Columbia, provided that no such Subsidiary shall be a Restricted
Subsidiary if (i) the total assets of such Subsidiary are less than 10% of the
total assets of the Company and its consolidated Subsidiaries (including such
Subsidiary), in each case as set forth on the most recent fiscal year-end balance
sheets of such Subsidiary and the Company and its consolidated Subsidiaries,
respectively, and computed in accordance with generally accepted accounting
principles, or (ii) in the judgment of the Board of Directors, as evidenced by
a Board Resolution, such Subsidiary is not material to the financial condition
of the Company and its consolidated Subsidiaries taken as a whole.


 


6

















 


“Securities” or “Security” means any debt
securities or debt security, as the case may be, authenticated and delivered
under this Indenture.


 


“Securities Act” means the Securities Act of
1933 and any statute successor thereto, in each case as amended from time to
time.


 


“Security Register” and “Security
Registrar” have the respective meanings specified in Section 305.


 


“Special Record Date” for the payment of
any Defaulted Interest means a date fixed by the Trustee pursuant to Section
307.


 


“Stated Maturity” when used with respect to
any Security or any installment of principal thereof or interest thereon, means
the date specified in such Security as the fixed date on which the principal of
such Security or such installment of principal or interest is due and payable,
in the case of such principal or installment of principal, as such date may be
extended or shortened as provided pursuant to the terms of such Security.


 


“Subsidiary” means a corporation, partnership or
other entity of which, at the time of determination, more than 50% of the
outstanding voting stock or equivalent interest is owned, directly or
indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries. For the purposes of this
definition, “voting stock” means stock which ordinarily has voting power for
the election of directors, whether at all times or only so long as no senior
class of stock has such voting power by reason of any contingency.


 


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


 


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


 


“Vice President” when used with respect to
the Company or the Trustee, means any officer with a title of “Vice President”,
“Senior Vice President” or “Executive Vice President”.


 


SECTION 102. Compliance Certificates and
Opinions.


 


Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee such
certificates and opinions as may be required under the Trust Indenture Act.
Each such certificate or opinion shall be given in the form of an Officers’
Certificate, if to be given by an officer of the Company, or an Opinion of
Counsel, if to be given by counsel, and shall comply with the requirements of
the Trust Indenture Act and any other requirements set forth in this Indenture.
In the case of an


 


7

















 


application or
request as to which the furnishing of such documents is specifically required
by any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.


 


Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than the certificates provided pursuant
to Section 1004) shall include:


 


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


 


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


 


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


 


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


 


SECTION 103. Form of Documents Delivered to
Trustee.


 


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


 


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


 


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


 


8

















 


SECTION
104. Acts of Holders; Record Dates.


 


(a) Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act” of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Indenture and (subject to Section 601) conclusive and may
be relied upon by the Trustee, the Company, and any agent of the Trustee or the
Company, if made in the manner provided in this Section.


 


(b) The fact
and date of the execution by any Person of any such instrument or writing may
be proved by the affidavit of a witness of such execution or by a certificate
of any notary public or other officer authorized by law to take acknowledgments
of deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. Where such execution is by a Person
acting in a capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his authority.


 


(c) The fact
and date of the execution by any Person of any such instrument or writing, or
the authority of the Person executing the same, may also be proved in any other
manner which the Trustee deems sufficient and in accordance with such reasonable
rules as the Trustee may determine.


 


(d) The
ownership of Securities shall be proved by the Security Register.


 


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


 


(f) The
Company may, but shall not be obligated to, set any day as a record date for
the purpose of determining the Holders of Outstanding Securities entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities, provided that the Company may
not set a record date for, and the provisions of this paragraph shall not apply
with respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities on such record date,
and no other Holders, shall be entitled to take the relevant action, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date (as defined below) by Holders of the requisite principal amount
of Outstanding Securities on such record date. Nothing in this paragraph shall
be construed to prevent the Company from setting a new


 


9

















 


record date
for any action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities on the date such
action is taken. Promptly after any record date is set pursuant to this
paragraph, the Company, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Trustee in writing and to each Holder of Securities in the manner
set forth in Section 106.


 


The Trustee
may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities entitled to join in the giving or making of (i) any
Notice of Default, (ii) any declaration of acceleration referred to in Section
502, (iii) any request to institute proceedings referred to in Section 507(2)
or (iv) any direction referred to in Section 512. If any record date is set
pursuant to this paragraph, the Holders of Outstanding Securities on such
record date, and no other Holders, shall be entitled to join in such notice,
declaration, request or direction, whether or not such Holders remain Holders
after such record date; provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders
of the requisite principal amount of Outstanding Securities on such record
date. Nothing in this paragraph shall be construed to prevent the Trustee from
setting a new record date for any action for which a record date has previously
been set pursuant to this paragraph (whereupon the record date previously set
shall automatically and with no action by any Person be cancelled and of no
effect), and nothing in this paragraph shall be construed to render ineffective
any action taken by Holders of the requisite principal amount of Outstanding
Securities on the date such action is taken. Promptly after any record date is
set pursuant to this paragraph, the Trustee, at the Company’s expense, shall
cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Company in writing and to each
Holder of Securities in the manner set forth in Section 106.


 


With respect
to any record date set pursuant to this Section, the party hereto which sets
such record dates may designate any day as the “Expiration Date” and from time
to time may change the Expiration Date to any earlier or later day; provided
that no such change shall be effective unless notice of the proposed new
Expiration Date is given to the other party hereto in writing, and to each
Holder of Securities in the manner set forth in Section 106, on or prior to the
existing Expiration Date. If an Expiration Date is not designated with respect
to any record date set pursuant to this Section, the party hereto which set
such record date shall be deemed to have initially designated the 180th day
after such record date as the Expiration Date with respect thereto, subject to
its right to change the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than the 180th
day after the applicable record date.


 


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


 


10

















 


SECTION 105. Notices, Etc., to Trustee and Company.


 


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


 


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


 


(2) the
Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and
mailed, first-class, postage prepaid, to the Company addressed to it at the
address of its principal office specified in the first paragraph of this
instrument or at any other address previously furnished in writing to the
Trustee by the Company, Attention: General Counsel. Neither the Company nor the
Trustee shall be deemed to have received any such request, demand, authorization,
direction, notice, consent, waiver or Act of Holders unless given, furnished or
filed as provided in this Section 105.


 


SECTION
106. Notice to Holders; Waiver.


 


Where this
Indenture provides for notice to 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 the
address of such Holder 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 the written approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.


 


SECTION 107. Conflict with Trust Indenture
Act.


 


If any
provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act which is required under such Act to be a part of and govern this
Indenture, the latter provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act which
may be so modified or excluded, the latter provision shall be deemed to apply
to this Indenture as so modified or to be excluded, as the case may be.


 


11

















 


SECTION
108. Effect of Headings and Table of Contents.


 


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


 


SECTION 109. Successors and Assigns.


 


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


 


SECTION
110. Separability Clause.


 


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


 


SECTION
111. Benefits of Indenture.


 


Nothing in
this Indenture or in the Securities, express or implied, shall give to any
Person, other than the parties hereto, any Paying Agent and their successors
and assigns, and the Holders, any benefit or any legal or equitable right,
remedy or claim under this Indenture.


 


SECTION
112. Governing Law.


 


This Indenture
and the Securities shall be governed by and construed in accordance with the
laws of the State of New York.


 


SECTION
113. Legal Holidays.


 


In any case
where any Interest Payment Date, Redemption Date, Maturity or Stated Maturity
of any Security shall not be a Business Day, then (notwithstanding any other
provision of this Indenture or of the Securities (other than a provision of any
Security which specifically states that such provision shall apply in lieu of
this Section)) payment of interest or principal (and premium, if any) need not
be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Maturity or Stated Maturity and no interest shall accrue for
the period from and after such Interest Payment Date, Redemption Date, Maturity
or Stated Maturity, as the case may be, if such payment is made or duly
provided for on the next succeeding Business Day, except that, if such Business
Day is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day.


 


SECTION
114. Computations.


 


Unless
otherwise specifically provided, the certificate or opinion of any independent
firm of public accountants of recognized standing selected by the Board of
Directors shall be conclusive evidence of the correctness of any computation
made under the provisions of this Indenture. The Company shall furnish to the
Trustee upon its request a copy of any such certificate or opinion.


 


12

















 


ARTICLE
TWO


 


SECURITY
FORMS


 


SECTION
201. Forms Generally.


 


The Securities
of each series shall be substantially in the form attached as Exhibit A, or in
such other form or forms as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate provisions as are required or permitted by this Indenture, and
may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required to comply with
applicable tax laws or the rules of any securities exchange or Depositary
therefor or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution thereof. If the form
of Securities of any series is established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified
by the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by
Section 303 with respect to the authentication and delivery of such Securities.


 


The Trustee’s
certificate of authentication shall be substantially in the form set forth in
this Article.


 


The definitive
Securities shall be printed, lithographed or engraved on a steel engraved
border or on steel engraved borders or produced by any combination of these
methods, if required by any securities exchange on which the Securities may be
listed, or may be produced in any other manner permitted by the rules of any
securities exchange on which the Securities may be listed, all as determined by
the officers executing such Securities, as evidenced by their execution of such
Securities.


 


The Securities
of each series will initially be issued in the form of one or more Global
Securities. Each such Global Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and each shall provide
that it shall represent the aggregate amount of Outstanding Securities of such
series from time to time endorsed thereon and that the


aggregate
amounts of Outstanding Securities of such series represented thereby may from
time to time be reduced or increased, as appropriate. The Global Security or
Securities evidencing the Securities of a series (and all Securities issued in
exchange therefore) shall bear the legend indicated in Section 202.


 


SECTION
202. Form of Legend for Global Securities.


 


Every Global
Security authenticated and delivered hereunder shall, in addition to the
provisions contained in Exhibit A, bear a legend in substantially the following
form:


 


UNLESS THIS
SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR


 


13

















 


PAYMENT, AND
ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS 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.


THIS SECURITY
IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY MAY
NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER
OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN DTC OR SUCH NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.


 


SECTION
203. Form of Trustee’s Certificate of Authentication.


 


The Trustee’s
certificates of authentication shall be in substantially the following form:


 


Certificate of
Authentication


 


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


 


Dated:


[          ],


as Trustee


 


	
  By:

  	
   

  	
   

  
	
  Authorized
  Officer

  



 


ARTICLE
THREE


 


THE SECURITIES


 


SECTION
301. Title; Terms.


 


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 Board Resolution, and set forth in an Officers’ Certificate, or
established in one or more indentures supplemental hereto, prior to the
issuance of Securities of a series:


 


(a) the title
of the securities of such series, which shall distinguish the Securities of the
series from all other Securities;


 


14

















 


(b) the limit,
if any, upon the aggregate principal amount of the Securities of such series
which may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration or transfer of, or in
exchange for, or in lieu of, other Securities of the same series pursuant to
Section 304, 305, 306, 906 or 1108 and except for any Securities which,
pursuant to Section 303, are deemed never to have been authenticated and
delivered hereunder); provided, however, that the authorized aggregate
principal amount of such series may be increased above such amount by a Board
Resolution to such effect;


 


(c) the Stated
Maturity or Maturities on which the principal of the Securities of such series
is payable or the method of determination thereof;


 


(d) the rate
or rates, if any, at which the Securities of such series shall bear interest or
the method of determining such rate or rates, the Interest Payment Dates on
which such interest shall be payable, the right, if any, of the Company to
defer or extend an Interest Payment Date, the Regular Record Date (if other
than as defined in this Indenture) for the interest payable on any Interest
Payment Date and the dates from which interest shall accrue and the method of
determining these dates;


 


(e) the place
or places where the principal of (and premium, if any) and interest on the
Securities of such series shall be payable, the place or places where the
Securities of such series may be presented for registration of transfer or
exchange, and the place or places where notices and demands to or upon the
Company in respect of the Securities of such series may be made;


 


(f) the period
or periods within or the date or dates on which, if any, the price or prices at
which and the terms and conditions upon which the Securities of such series may
be redeemed or prepaid, in whole or in part, at the option of the Company;


 


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


 


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


 


(i) if other
than Dollars, the currency or currencies (including currency unit or units) in
which the principal of (and premium, if any) and interest, if any, on the
Securities of the series shall be payable, or in which the Securities of the
series shall be denominated;


 


(j) the
additions, modifications or deletions, if any, in the Events of Default or
covenants of the Company set forth herein with respect to the Securities of
such series;


 


(k) if other
than the principal amount thereof, the portion of the principal amount of
Securities of such series that shall be payable upon declaration of
acceleration of the Maturity thereof;


 


15

















 


(l) the
additions or changes, if any, to this Indenture with respect to the Securities
of such series as shall be necessary to permit or facilitate the issuance of
the Securities of such series in bearer form, registrable or not registrable as
to principal, and with or without interest coupons;


 


(m) any index
or indices used to determine the amount of payments of principal of and
premium, if any, on the Securities of such series or the manner in which such
amounts will be determined;


 


(n) the
issuance of a temporary Global Security representing all of the Securities of
such series and the terms upon which such temporary Global Security may be
exchanged for definitive Securities of such series;


 


(o) whether
the Securities of the series shall be issued in whole or in part in the form of
one or more Global Securities and, in such case, the identity of the Depositary
for such Global Securities;


 


(p) the
appointment of any Paying Agent or Agents for the Securities of such series;


 


(q) the terms
and conditions of any right or obligation on the part of the Company, or any
option on the part of the Holders, to convert or exchange Securities of such
series into cash or any other securities or property of the Company or any
other Person, and the additions or changes, if any, to this Indenture with
respect to the Securities of such series to permit or facilitate such
conversion or exchange; and


 


(r) any other
terms of the Securities of such 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 herein or in or pursuant to such Board
Resolution and set forth in such Officers’ Certificate or in any such indenture
supplemental hereto.


 


If any of the
terms of the series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified
by the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Officers’ Certificate setting forth
the terms of the series.


 


SECTION
302. Denominations.


 


The Securities
of each series shall be in registered form without coupons and shall be
issuable in denominations of $1,000 and any integral multiples thereof, unless
otherwise specified as contemplated by Section 301.


 


SECTION 303. Execution, Authentication, Delivery and Dating.


 


The Securities
shall be executed on behalf of the Company by its Chairman of the Board of
Directors, Chief Executive Officer, President or any Vice President, under its
corporate seal


 


16

















 


reproduced or
impressed thereon and attested by its Treasurer, any Associate Treasurer, any
Assistant Treasurer, its Secretary or any Assistant Secretary. The signature of
any of these officers on the Securities may be manual or facsimile.


 


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


 


At any time
and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities.


 


Notwithstanding
the provisions of the preceding paragraph, if all Securities of a series are
not to be originally issued at one time, it shall not be necessary to deliver
the Company Order otherwise required pursuant to such preceding paragraph at or
prior to the authentication of each Security of such series if such Company
Order is delivered at or prior to the authentication upon original issuance of
the first Security of such series to be issued.


 


Each Security
shall be dated the date of its authentication.


 


No Security
shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose, unless there appears on such Security a certificate of
authentication substantially in the form provided for herein executed by the
Trustee by the manual signature of one of its authorized officers, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder.
Notwithstanding the foregoing, if any Security shall have been authenticated
and delivered hereunder but never issued and sold by the Company, and the
Company shall deliver such Security to the Trustee for cancellation as provided
in Section 309, for all purposes of this Indenture such Security shall be
deemed never to have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Indenture.


 


Minor
typographical and other minor errors in the text of any Security shall not
affect the validity and enforceability of such Security if it has been duly
authenticated and delivered by the Trustee.


 


The Company
shall execute and the Trustee shall authenticate and deliver one or more Global
Securities with respect to each series of Securities that (i) shall represent
an aggregate amount equal to the aggregate principal amount of the initially
issued Securities of such series, (ii) shall be registered in the name of the
Depositary or the nominee of the Depositary, (iii) shall be delivered by the
Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv)
shall bear a legend substantially in the form required in Section 202.


 


The Depositary
must, at all times while it serves as such Depositary, be a clearing agency
registered under the Exchange Act, and any other applicable statute or
regulation.


 


17

















 


SECTION
304. Temporary Securities.


 


Pending the
preparation of definitive Securities of any series, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities of any series in lieu of which they are issued and
with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Securities may determine, as evidenced by their
execution of such Securities.


 


If temporary
Securities of any series are issued, the Company will cause definitive
Securities of such series to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company in a Place of Payment without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of the same series of authorized denominations and having
the same Original Issue Date and Stated Maturity and having the same terms as
such temporary Securities. Until so exchanged, the temporary Securities shall
in all respects be entitled to the same benefits under this Indenture as
definitive Securities.


 


SECTION 305. Registration, Registration of Transfer and Exchange.


 


The Company
shall cause to be kept at the Corporate Trust Office of the Trustee a register
(the register maintained in such office or in any other office or agency of the
Company in a Place of Payment being herein sometimes referred to as the
“Security Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities and of
transfers and exchanges of Securities. The Trustee is hereby appointed
“Security Registrar” for the purpose of registering Securities and transfers of
Securities as herein provided.


 


Upon surrender
for registration of transfer of any Security at the office or agency of the
Company in a Place of Payment, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series of any authorized
denominations and of a like tenor and aggregate principal amount, of the same
original Issue Date and Stated Maturity and having the same terms.


 


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


 


At the option
of the Holder, Securities may be exchanged for other Securities, of the same
series of any authorized denominations, of like tenor and aggregate principal
amount, of the same Original Issue Date and Stated Maturity and having the same
terms, upon surrender of the


 


18

















 


Securities to
be exchanged at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange
is entitled to receive.


 


If at any time
the Depositary notifies the Company that it is unwilling or unable to continue
as Depositary or if at any time the Depositary shall cease to be a clearing
agency registered under the Exchange Act as provided in Section 303, the
Company shall appoint a successor Depositary. If a successor Depositary is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
individual Securities, will authenticate and make available for delivery,
individual Securities in an aggregate principal amount equal to the principal
amount of the Global Security or Securities representing the Securities in
exchange for such Global Security or Securities.


 


The Company
may at any time and in its sole discretion determine that individual Securities
issued in the form of one or more Global Securities shall no longer be
represented by such Global Security or Securities. In such event the Company
will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of individual Securities, will authenticate and
make available for delivery, individual Securities in an aggregate principal
amount equal to the principal amount of the Global Security or Securities
representing the Securities in exchange for such Global Security or Securities.


 


The Depositary
may surrender a Global Security in exchange in whole or in part for individual
Securities on such terms as are acceptable to the Company, the Trustee and such
Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate
and make available for delivery, without service charge:


 


(1) to each
Person specified by such Depositary a new individual Security or Securities of
any authorized denomination as requested by such Person in aggregate principal
amount equal to and in exchange for such Person’s beneficial interest in the
Global Security; and


 


(2) to such
Depositary a new Global Security in a denomination equal to the difference, if
any, between the principal amount of the surrendered Global Security and the
aggregate principal amount of individual Securities delivered to Holders
thereof.


 


Upon the
exchange of a Global Security for individual Securities in an aggregate
principal amount equal to the principal amount of such Global Security, such
Global Security shall be canceled by the Trustee. Individual Securities issued
in exchange for a Global Security pursuant to this Section shall be registered
in such names and in such authorized denominations as the Depositary for such
Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall make
available for delivery such individual Securities to the Persons in whose names
such Securities are so registered.


 


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


 


19

















 


Every Security
presented or surrendered for registration of transfer or for exchange shall (if
so required by the Company or the Security Registrar) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed, by the Holder thereof or his
attorney duly authorized in writing.


 


No service
charge shall be made to a Holder for any registration of transfer or exchange
of Securities, but the Company may require payment of a sum sufficient to cover
any tax, assessment or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906 or 1108 not involving any transfer.


 


Neither the
Company nor the Trustee shall be required, pursuant to the provisions of this
Section: (i) to issue, register the transfer of or exchange any Security of any
series during a period beginning at the opening of business 15 Business Days
before the day of the mailing of a notice of redemption of any such Securities
selected for redemption of Securities pursuant to Article Eleven and ending at
the close of business on the day of such mailing of notice of redemption; or
(ii) to register the transfer of or exchange any Security so selected for
redemption in whole or in part, except, in the case of any Security to be
redeemed in part, any portion thereof that is not redeemed.


 


SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.


 


If any
mutilated Security is surrendered to the Trustee together with such security or
indemnity as may be required by the Company or the Trustee to save each of them
harmless, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same issue and series, of
like tenor and principal amount, having the same Original Issue Date and Stated
Maturity and bearing the same Interest Rate as such mutilated Security, and
bearing a number not contemporaneously outstanding.


 


If there shall
be delivered to the Company and to the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of either of them harmless, then, in the absence of notice to the Company
or the Trustee that such Security has been acquired by a bona fide purchaser,
the issuing Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same issue and series of like tenor and
principal amount, having the same Original Issue Date and Stated Maturity and
bearing the same Interest Rate as such destroyed, lost or stolen Security, and
bearing a number not contemporaneously outstanding.


 


In case any
such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a
new Security, pay such Security.


 


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


 


20

















 


Every new
Security issued pursuant to this Section in lieu of any destroyed, lost or
stolen Security shall constitute an original additional contractual obligation
of the Company, whether or not the destroyed, lost or stolen Security shall be
at any time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities
duly issued hereunder.


 


The provisions
of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities.


 


SECTION
307. Payment of Interest; Interest Rights Preserved.


 


Interest on
any Security of any series which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest in respect of
Securities of such series. The initial payment of interest on any Security of
any series which is issued between a Regular Record Date and the related
Interest Payment Date shall be payable as provided in such Security or in the
Board Resolution pursuant to Section 301 with respect to the related series of
Securities.


 


Any interest
on any Security which is payable, but is not timely paid or duly provided for,
on any Interest Payment Date for Securities of such series (herein called
“Defaulted Interest”), shall forthwith cease to be payable to the registered
Holder on the relevant Regular Record Date by virtue of having been such
Holder, and such Defaulted Interest may be paid by the Company, at its election
in each case, as provided in Clause (1) or (2) below:


 


(1) The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series in respect of which interest is in
default (or their respective Predecessor Securities) are registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to
be paid on each Security and the date of the proposed payment, and at the same
time the Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
Clause provided. Thereupon the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than
10 days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record Date and,
in the name and at the expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first class, postage prepaid, to each Holder of a
Security of such series at the address of such Holder as it appears in the
Security Register not less than 10 days prior to such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been so mailed, such Defaulted Interest shall be
paid to the Persons in whose names the Securities of such series


 


21

















 


(or their
respective Predecessor Securities) are registered at the close of business on
such Special Record Date and shall no longer be payable pursuant to the
following Clause (2).


 


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


 


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


 


SECTION
308. Persons Deemed Owners.


 


The Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name any Security is registered as the owner of such Security for the
purpose of receiving payment of principal of and any premium and (subject to
Section 307) any interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.


 


None of the
Company, the Trustee nor 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
309. Cancellation.


 


All Securities
surrendered for payment, redemption, registration of transfer or exchange
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee, and any such Securities and Securities surrendered directly to the
Trustee for any such purpose shall be promptly cancelled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and may deliver to the Trustee (or to any other Person
for delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all
Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of as
directed by a Company Order, and the Trustee shall deliver to the Company a
certificate evidencing the disposition of the cancelled Securities. Acquisition
by the Company of any Security shall not operate as a redemption or
satisfaction of the indebtedness represented by such Security unless and until
the same is delivered to the Trustee for cancellation.


 


22

















 


SECTION
310. Computation of Interest.


 


Except as
otherwise specified as contemplated by Section 301 for Securities of any
series, interest on the Securities of each series shall be computed on the
basis of a 360-day year consisting of twelve 30-day months.


 


ARTICLE
FOUR


 


SATISFACTION AND DISCHARGE


 


SECTION 401. Satisfaction and Discharge of
Indenture.


 


This Indenture
shall upon Company Request cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein
expressly provided for) and the Trustee at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when:


 


(1) either


 


(A) all Securities theretofore authenticated
and delivered (other than (i) Securities which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 306 and (ii)
Securities for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust, as provided in Section 1003) have been
delivered to the Trustee for cancellation; or


 


(B) all such
Securities not theretofore delivered to the Trustee for cancellation:


 


(i) have
become due and payable, or


 


(ii) will
become due and payable at their Stated Maturity within one year of the date of
deposit, or


 


(iii) are to
be called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Company,


 


and the
Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds: (A) money in an amount; (B)
Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not later
than one day before the due date of any payment, money in an amount; or (C) a
combination thereof, in each case sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee of such series (but such opinion
need only be delivered if Government Obligations have been so deposited), to
pay and discharge, and which shall be applied by the Trustee, to pay and
discharge the entire indebtedness on such Securities not theretofore delivered
to the Trustee for cancellation, for principal (and premium, if any) and
interest to the date of such


 


23

















 


deposit (in
the case of Securities which have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be;


 


(2) the
Company has paid or caused to be paid all other sums payable hereunder by the
Company; and


 


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


 


The Company
shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the Government Obligations deposited pursuant to
Section 401 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 Outstanding Securities.


 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 607 and the preceding paragraph, the
obligations of the Company to any Authenticating Agent under Section 614 and,
if money and/or Government Obligations shall have been deposited with the
Trustee pursuant to subclause (B) of Clause (1) of this Section, the
obligations of the Trustee under Section 402 and the last paragraph of Section
1003 shall survive.


 


SECTION 402. Application of Trust Money.


 


Subject to the
provisions of the last paragraph of Section 1003, all money and Government
Obligations deposited with the Trustee pursuant to Section 401 and all proceeds
of such Government Obligations and the interest thereon, shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either


directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the principal
and any premium and interest for whose payment such money and Government
Obligations have been deposited with the Trustee.


 


ARTICLE
FIVE


 


REMEDIES


 


SECTION
501. Events of Default.


 


“Event of
Default”, wherever used herein with respect to the Securities of any series,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):


 


(1) default in
the payment of any interest upon any Security of that series when it becomes
due and payable, and such default continues for a period of 30 days; or


 


24

















 


(2) default in
the payment of the principal of or premium, if any, on any Security of that
series at its Maturity; or


 


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


 


(4) the entry
of a decree or order by a court having jurisdiction in the premises adjudging
the Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law, or appointing a receiver, liquidator,
assignee, trustee, sequestrator (or other similar official) of the Company or
of any substantial part of its property or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order
unstayed and in effect for a period of 90 consecutive days; or


 


(5) the
institution by the Company of proceedings to be adjudicated a bankrupt or
insolvent, or the consent by it to the institution of bankruptcy or insolvency
proceedings against it, or the filing by it of a petition or answer of consent
seeking reorganization or relief under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law, or the consent by
it to the filing of any such petition or to the appointment of a receiver, liquidator
assignee, trustee, sequestrator (or other similar official) of the Company or
of any substantial part of its property, or the making by it of an assignment
for the benefit of creditors, or the admission by it in writing of its
inability to pay its debts generally as they become due and its willingness to
be adjudicated a bankrupt, or the taking of corporate action by the Company in
furtherance of any such action; or


 


(6) any other
Event of Default specified with respect to Securities of that series as
contemplated in Section 301.


 


SECTION
502. Acceleration of Maturity; Rescission and Annulment.


 


If an Event of
Default (other than an Event of Default specified in Section 501(4) or 501(5))
with respect to Securities of any series at the time Outstanding occurs and is
continuing, then in every such case the Trustee or the Holders of not less than
25% in aggregate principal amount of the Outstanding Securities of that series
may declare the principal amount (or, if the Securities of that series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of that series) of all of the Securities of that
series to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by Holders), and upon any such declaration such
principal amount (or specified amount) shall become immediately due and
payable. If an Event of Default specified in Section 501(4) or 501(5) with
respect to Securities of a series at the time Outstanding occurs, the principal
amount of all the


 


25

















 


Securities of
such series (or specified amount) shall automatically, and without any
declaration or other action on the part of the Trustee or any Holder, become
immediately due and payable.


 


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


 


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


 


(A) all
overdue interest on all Securities of that series,


 


(B) the
principal of, and premium, if any, on, any Securities of that series which have
become due otherwise than by such declaration of acceleration and any interest
thereon at the rate or rates borne by such Securities,


 


(C) to the
extent that payment of such interest is lawful, interest upon overdue
installments of interest at the rate or rates borne by or prescribed therefor in
such Securities, and


 


(D) all sums
paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel;
and


 


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


 


SECTION 503. Collection of Indebtedness and
Suits for Enforcement by Trustee.


 


The Company
covenants that if:


 


(1) default is
made in the payment of any interest on any Security when such interest becomes
due and payable and such default continues for a period of 30 days, or


 


(2) default is
made in the payment of the principal or premium, if any, on any Security at the
Maturity thereof, the Company will, upon demand of the Trustee, pay to it, for
the benefit of the Holders of such Securities, the whole amount then due and
payable on such Securities for principal, including any sinking fund payment or
analogous obligations (and premium, if any) and interest, including, to the
extent that payment of such interest shall be legally enforceable, interest on
any overdue principal or premium, if any, and on any overdue interest, at the
rate or rates prescribed therefor in such Securities, and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.


 


26

















 


If the Company
fails to pay such amounts forthwith upon such demand, the Trustee, in its own
name and as trustee of an express trust, may institute a judicial proceeding
for the collection of the sums so due and unpaid, may prosecute such proceeding
to judgment or final decree and may enforce the same against the Company or any
other obligor upon the Securities and collect the moneys adjudged or decreed to
be payable in the manner provided by law out of the property of the Company or
any other obligor upon the Securities, wherever situated.


 


If an Event of
Default with respect to Securities of any series occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the
rights of the Holders of Securities of such series by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy.


 


SECTION
504. Trustee May File Proofs of Claim.


 


In case of any
judicial proceeding relative to the Company (or any other obligor upon the
Securities), its property or its creditors:


 


(a) the
Trustee shall be entitled and empowered, by intervention in such proceeding or
otherwise,


 


(i) to take
any and all actions authorized under the Trust Indenture Act in order to have
claims of the Holders and the Trustee allowed in any such proceeding, and


 


(ii) in
particular, the Trustee shall be authorized to collect and receive any moneys
or other property payable or deliverable on any such claims and to distribute
the same in accordance with Section 506; and


 


(b) any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee for distribution in accordance with
Section 506, and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.


 


No provision
of this Indenture shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors’ or
other similar committee.


 


SECTION
505. Trustee May Enforce Claims Without Possession of Securities.


 


All rights of
action and claims under this Indenture or the Securities may be prosecuted and
enforced by the Trustee without the possession of any of the Securities or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be


 


27

















 


brought in its
own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.


 


SECTION 506. Application of Money Collected.


 


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


 


FIRST: To the
payment of all amounts due the Trustee and any predecessor Trustee under
Section 607;


 


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


 


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


 


SECTION
507. Limitation on Suits.


 


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


 


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


 


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


 


(3) such
Holder or Holders have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities to be incurred in compliance with
such request;


 


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


 


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


 


28

















 


Securities of
that series; it being understood and intended that no one or more of such
Holders shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice
the rights of any other of such Holders, or to obtain or to seek to obtain
priority or preference over any other of such Holders or to enforce any right
under this Indenture, except in the manner herein provided and for the equal
and ratable benefit of all of such Holders.


 


SECTION 508. Unconditional Right of Holders
to Receive Principal, Premium and Interest.


 


Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the
principal of (and premium, if any) and (subject to Section 307) interest on
such Security on the respective Stated Maturities expressed in such Security
(or, in the case of redemption, on the Redemption Date) and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.


 


SECTION
509. Restoration of Rights and Remedies.


 


If the Trustee
or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for
any reason, or has been determined adversely to the Trustee or to such Holder,
then and in every such case, subject to any determination in such proceeding,
the Company, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.


 


SECTION 510. Rights and Remedies Cumulative.


 


Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 306, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.


 


SECTION
511. Delay or Omission Not Waiver.


 


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


 


29

















 


SECTION
512. Control by Holders.


 


The Holders of
a majority in aggregate principal amount of the Outstanding Securities of any
series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Securities of such
series, provided that:


 


(1) such
direction shall not be in conflict with any rule of law or with this Indenture,
involve the Trustee in personal liability or be unduly prejudicial to the
Holders of the Securities not joining in the action; and


 


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


 


SECTION
513. Waiver of Past Defaults.


 


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


 


(1) in the
payment of the principal of, or premium, if any, or interest on, any Security
of such series; or


 


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


 


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


 


SECTION
514. Undertaking for Costs.


 


All parties to
this Indenture agree, and each holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Trustee for any action taken, suffered or omitted by it
as Trustee, any party litigant in such suit to file an undertaking to pay the
costs of such suit, and that court may in its discretion assess reasonable
costs, including reasonable attorneys’ fees, against any such party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant, in the manner and to the extent provided
in the Trust Indenture Act; provided, that neither this Section nor the Trust
Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Company
or by the Trustee, to any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than 10% in principal amount of the Outstanding
Securities of any series, or any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or interest
on any Security on or after the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date).


 


30

















 


SECTION 515. Waiver of Usury, Stay or Extension Laws.


 


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


 


ARTICLE
SIX


 


THE TRUSTEE


 


SECTION 601. Certain Duties and
Responsibilities.


 


The duties,
responsibilities, protections, privileges, and immunities of the Trustee shall
be as provided by the Trust Indenture Act, particularly Sections 315 and 316
thereof, unless expressly excluded as provided in this Article Six.
Notwithstanding the foregoing, no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.


 


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


 


SECTION
602. Notice of Defaults.


 


If a default
occurs hereunder with respect to the Securities of a series, the Trustee within
90 days of such default shall give the Holders of such Securities notice of
such default as and to the extent provided by the Trust Indenture Act;
provided, however, that in the case of any default of the character specified
in Section 501(3) with respect to such Securities, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof; and
provided, further, that the Trustee may withhold notice to the Holders, of any
default with respect to Securities of a series (except any default of the
character specified in Section 501(1) and (2)), if and so long as the board of
directors, the executive committee or a trust committee of directors or
Responsible Officers of the Trustee in good faith determine that the
withholding of the notice is in the interest of the Holders of such Securities.
For the purpose of this Section, the term “default” means any event which is,
or after notice or lapse of time or both would become, an Event of Default with
respect to the Securities of a series.


 


31

















 


SECTION
603. Certain Rights of Trustee.


 


Subject to the
provisions of Section 601:


 


(1) 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, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties;


 


(2) any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order, and any resolution of the
Board of Directors shall be sufficiently evidenced by a Board Resolution;


 


(3) whenever
in the administration of this Indenture the Trustee shall deem it desirable
that a matter be proved or established prior to taking, suffering or omitting
any action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, rely upon an
Officers’ Certificate and may at its discretion secure such further evidence
deemed necessary or advisable, but shall in no case be bound to secure the
same;


 


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


 


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


 


(6) 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;


 


(7) the
Trustee’s immunities and protections from liability and its rights to
compensation and indemnification in connection with the performance of its
duties under this Indenture shall extend to the Trustee’s officers, directors,
agents and employees and its services as Paying Agent, Security Registrar or
any other role assumed by the Trustee hereunder or to which it has been
appointed with respect to the Securities issued hereunder. Such immunities and
protections and right to indemnification, together with the Trustee’s right to
compensation, shall survive the Trustee’s resignation or removal and final
payment of the Securities;


 


(8) the
Trustee is not required to give any bond or surety with respect to the
performance of its duties or the exercise of its powers under this Indenture;


 


32

















 


(9) the
Trustee shall not be deemed to have knowledge of any “default” or Event of
Default hereunder except (i) during any period it is serving as Paying Agent
for the Securities of a series, any Event of Default pursuant to Section 501(1)
or (2), or (ii) any default or Event of Default of which a Responsible Officer
shall have received written notification from the Company or the Holders of at
least 25% in aggregate principal amount of the Securities of the series with
respect to which such default or Event of Default has occurred and is
continuing or obtained “actual knowledge.” The term “actual knowledge” as used
herein shall mean the actual fact or statement of knowing by a Responsible
Officer without independent investigation with respect thereto. The term
“default” as used in this Section 603 shall mean any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Securities of a series; and


 


(10) the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture (other than the payment of debt service on the
Securities from moneys furnished to it pursuant hereto), whether at the request
or direction of the Holders or any other Person, pursuant to this Indenture or
otherwise, unless it shall have been offered reasonable indemnity or security
against the fees, advances, costs, expenses and liabilities which might be
incurred by it in connection with the exercise of any such rights or powers.


 


Notwithstanding
anything else herein contained, (i) the Trustee shall not be liable for any
error of judgment made in good faith by any officer of the Trustee unless it
shall be proved that the Trustee was grossly negligent in ascertaining the
pertinent facts and (ii) no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers if it believes the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.


 


SECTION 604. Not Responsible for Recitals or
Issuance of Securities.


 


The recitals
contained herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and neither
the Trustee nor any Authenticating Agent assumes any responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.


 


SECTION
605. May Hold Securities.


 


The Trustee,
any Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Securities and, subject to Sections 608 and 613, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other agent.


 


33

















 


SECTION
606. Money Held in Trust.


 


Money held by
the Trustee in trust hereunder need not be segregated from other funds except
to the extent required by law. The Trustee shall be under no liability for
interest on any money received by it hereunder except as agreed with the
Company herein or otherwise.


 


SECTION 607. Compensation and Reimbursement.


 


The Company
agrees:


 


(1) to pay to
the Trustee from time to time reasonable compensation for all services rendered
by it hereunder (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust);


 


(2) except as
otherwise expressly provided herein, to reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this Indenture (including the
reasonable compensation and the reasonable expenses and disbursements of its
agents or attorneys), except any such expense, disbursement or advance as may
be attributable to the negligence, willful misconduct or bad faith of it or of
its agents or attorneys;


 


(3) to indemnify,
defend and to hold the Trustee harmless against, any loss, liability or expense
(including the reasonable compensation and the reasonable expenses and
disbursements of its agents or attorneys) incurred without negligence, willful
misconduct or bad faith on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
reasonable costs and expenses of defending itself against any claim or
liability in connection therewith or with the exercise or performance of any of
its powers or duties hereunder;


 


(4) that the
Trustee shall have a lien prior to the Securities upon all property and funds
held by it hereunder for any amount owing it or any predecessor Trustee
pursuant to this Section 607, except with respect to funds held in trust for
the benefit of the Holders of particular Securities; and


 


(5) without
limiting any rights available to the Trustee under applicable law, that when
the Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 501(4) or Section 501(5), the expenses (including
the reasonable charges and expenses of its counsel) and the compensation for
the services are intended to constitute expenses of administration under any applicable
federal or state bankruptcy, insolvency or other similar law.


 


SECTION 608. Disqualification; Conflicting
Interests.


 


If the Trustee
has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to
the extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Indenture. To the extent permitted by the Trust
Indenture Act, the Trustee shall not be deemed to have a conflicting interest
by virtue of being a Trustee under this Indenture with respect to Securities of


 


34

















 


more than one
series or by virtue of being a Trustee under this Indenture and under each of
the Subordinated Indenture dated as of 
[          ], 2003
between the Company and
[          ], as Trustee and
the Junior Subordinated Indenture Indenture dated as of
[          ], 2003 between
the Company and [          ],
As Trustee.


 


SECTION 609. Corporate Trustee Required;
Eligibility.


 


There shall at
all times be a Trustee hereunder which shall (i) be a corporation organized and
doing business under the laws of the United States of America, any State
thereof or the District of Columbia, (ii) be authorized under such laws to
exercise corporate trust powers, (iii) have a combined capital and surplus of
at least $10,000,000, and (iv) be subject to supervision or examination by
Federal or State authority. If such corporation files 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 corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
filed. If at any time the Trustee shall cease to be eligible in accordance with
the provisions of this Section, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article Six. Neither the Company
nor any Person directly or indirectly controlling, controlled by or under
common control with the Company shall serve as Trustee for the Securities of
any series issued hereunder.


 


SECTION
610. Resignation and Removal; Appointment of Successor.


 


No resignation
or removal of the Trustee and no appointment of a successor Trustee pursuant to
this Article shall become effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable requirements of Section
611.


 


The Trustee
may resign as Trustee at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company. If the instrument of
acceptance by a successor Trustee required by Section 611 shall not have been
delivered to the Trustee within 30 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 with respect to the
Securities of such series.


 


The Trustee may
be removed as Trustee hereunder at any time with respect to the Securities of
any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company.


 


If at any
time:


 


(1) the
Trustee shall fail to comply with Section 608 after written request therefor by
the Company or by any Holder who has been a bona fide Holder of a Security for
at least six months; or


 


(2) the
Trustee shall cease to be eligible under Section 609 and shall fail to resign
after written request therefor by the Company or by any such Holder; or


 


35

















 


(3) the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or
any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, (A) the Company by a Board Resolution may
remove the Trustee, or (B) subject to Section 514, any Holder who has been a
bona fide Holder of a Security 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 or Trustees.


 


If the Trustee
shall resign, be removed or become incapable of acting, or if a vacancy shall
occur in the office of Trustee for any cause with respect to the Securities of
one or more series, the Company, by a Board Resolution, shall promptly appoint
a successor Trustee or Trustees with respect to the Securities of that or those
series and shall comply with the applicable requirements of Section 611. If no
successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 611, the retiring Trustee or, subject to
Section 514, any Holder who has been a bona fide Holder of a Security for
at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.


 


The Company
shall give notice of each resignation and each removal of the Trustee with
respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series by mailing written notice
of such event by first-class mail, postage prepaid, to the Holders of
Securities of such series as their names and addresses appear in the Security
Register. Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate Trust
Office.


 


SECTION 611. Acceptance of Appointment by
Successor.


 


(a) In the
case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on the request of the Company
or the successor Trustee, such retiring Trustee shall, upon payment of its
charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder.


 


36

















 


(b) 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 retiring Trustee and each
successor Trustee with respect to the Securities of one or more series shall
execute and deliver an indenture supplemental hereto wherein each successor
Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and
to vest in, each successor Trustee all the rights, powers, trusts and duties of
the retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates, (2) if the retiring
Trustee is not retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust 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 and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts, and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.


 


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


 


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


 


SECTION 612. Merger, Conversion, Consolidation or Succession to
Business.


 


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


 


37

















 


SECTION 613. Preferential Collection of
Claims Against Company.


 


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


 


SECTION 614. Appointment of Authenticating
Agent.


 


The Trustee
may appoint an Authenticating Agent or Agents with respect to one or more
series of Securities which shall be authorized to act on behalf of the Trustee
to authenticate Securities of such series issued upon original issue and upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 306, 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,
Territory or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$10,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent files 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 filed.


 


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 be
a party, or any corporation succeeding to all or substantially all of the
corporate trust business of an Authenticating Agent, shall be the successor
Authenticating Agent hereunder, provided such corporation shall be otherwise
eligible under this Section, without the execution or filing of any paper or
any further act on the part of the Trustee or the Authenticating Agent.


 


An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee 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 give notice of such
appointment in the manner provided in Section 106 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve.


 


38

















 


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


 


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


 


[          ],


as Trustee


 


	
  By:

  	
   

  	
   

  
	
  As
  Authenticating Agent

  



 


	
  By:

  	
   

  	
   

  
	
  Authorized
  Signatory

  



 


ARTICLE
SEVEN


 


HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
COMPANY


 


SECTION
701. Company to Furnish Trustee Names and Addresses of Holders.


 


The Company
will furnish or cause to be furnished to the Trustee:


 


(1)
semi-annually, not more than 15 days after each Regular Record Date, a list, in
such form as the Trustee may reasonably require, of the names and addresses of
the Holders as of such Regular Record Date; and


 


(2) at such
other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is furnished;
provided, that no such list need be provided in any case to the extent it would
include names and addresses received by the Trustee in its capacity as Security
Registrar.


 


SECTION 702. Preservation of Information;
Communications to Holders.


 


The Trustee
shall preserve, in as current a form as is reasonably practicable, the names
and addresses of Holders contained in the most recent list furnished to the
Trustee as provided in


 


39

















 


Section 701
and the names and addresses of Holders received by the Trustee in its capacity
as Security Registrar. The Trustee may destroy any list furnished to it as
provided in Section 701 upon receipt of a new list so furnished.


 


The rights of
Holders to communicate with other Holders with respect to their rights under
this Indenture or under the Securities, and the corresponding rights and
privileges of the Trustee, shall be as provided by the Trust Indenture Act.


 


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


 


SECTION
703. Reports by Trustee.


 


The Trustee
shall transmit to Holders such reports concerning the Trustee and its actions
under this Indenture as may be required pursuant to the Trust Indenture Act at
the times and in the manner provided pursuant thereto. If required by Section
313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each
May 15 following the date of this Indenture, deliver to Holders a brief report,
dated as of such May 15, which complies with the provisions of such Section
313(a).


 


A copy of each
such report shall, at the time of such transmission to Holders, be filed by the
Trustee with each stock exchange upon which any Securities are listed, with the
Commission and with the Company. The Company will notify the Trustee whenever any
Securities are listed on any stock exchange.


 


SECTION
704. Reports by Company.


 


The Company
shall:


 


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


 


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


 


40

















 


(3) transmit
by mail, to all Holders, as their names and addresses appear in the Security
Register, within 30 days after the filing thereof with the Trustee, such
summaries of any information, documents and reports required to be filed by the
Company pursuant to Clauses (1) and (2) of this Section as may be required by
rules and regulations prescribed from time to time by the Commission.


 


ARTICLE
EIGHT


 


CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER
OR LEASE


 


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


 


(a) Subject to
Section 801(c), the Company shall not consolidate with or merge with or into
any other Person or convey, transfer or lease its assets substantially as an
entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge with or into the Company, unless:


 


(1) the
Company is the surviving corporation in a merger or consolidation; or


 


(2) in case
the Company shall consolidate with or merge into another Person or convey,
transfer or lease its assets substantially as an entirety to any Person, the
Person formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance or transfer, or which leases, the assets of
the Company substantially as an entirety shall be a corporation, partnership,
trust or limited liability company, organized and validly existing under the
laws of the United States of America, any State thereof or the District of
Columbia and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, the due and punctual payment of the
principal of and any premium and interest on all the Securities and the
performance or observance of every covenant of this Indenture on the part of
the Company to be performed or observed; and


 


(3)
immediately after giving effect to such transaction, no Event of Default, and
no event which, after notice or lapse of time or both, would become an Event of
Default, shall have happened and be continuing; and


 


(4) the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, transfer or
lease and, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture comply with this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with.


 


(b) Subject to
Section 801(c), any indebtedness which becomes an obligation of the Company or
any Subsidiary as a result of any such transaction shall be treated as having
been incurred by the Company or such Subsidiary at the time of such
transaction.


 


(c) The
provisions of Section 801(a) and (b) shall not be applicable to:


 


41

















 


(1) the direct
or indirect conveyance, transfer or lease of all or any portion of the stock,
assets or liabilities of any of the Company’s wholly owned Subsidiaries to the
Company or to other wholly owned Subsidiaries of the Company; or


 


(2) any
recapitalization transaction, a change of control of the Company or a highly
leveraged transaction unless such transaction or change of control is
structured to include a merger or consolidation by the Company or the
conveyance, transfer or lease of the Company’s assets substantially as an entirety.


 


SECTION 802. Successor Corporation
Substituted.


 


Upon any
consolidation of the Company with, or merger of the Company into, any other
Person or any conveyance, transfer or lease of the assets of the Company
substantially as an entirety in accordance with Section 801, the successor
Person formed by such consolidation or into which the Company is merged or to
which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein, and thereafter, except in the case of any lease, the
Company shall be relieved of all obligations and covenants under this Indenture
and the Securities and may be dissolved and liquidated.


 


In case of any
such consolidation, merger, conveyance, transfer or lease, such changes in
phraseology and form may be made in the Securities thereafter to be issued as
may be appropriate.


 


ARTICLE
NINE


 


SUPPLEMENTAL INDENTURES


 


SECTION 901. Supplemental Indentures Without
Consent of Holders.


 


Without the
consent of any Holders, the Company, when authorized by a Board Resolution, and
the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:


 


(1) to
evidence the succession of another Person to the Company and the assumption by
any such successor of the covenants of the Company herein and in the Securities;
or


 


(2) to convey,
transfer, assign, mortgage or pledge any property to or with the Trustee or to
surrender any right or power herein conferred upon the Company; or


 


(3) to provide
for the issuance under this Indenture of Securities in bearer form (including
securities registrable as to principal only) and to provide for exchangeability
of such Securities for Securities issued hereunder in fully registered form,
and to make all appropriate changes for such purpose; or


 


42

















 


(4) to
establish the form or terms of Securities of any series as permitted by
Sections 201 or 301; or


 


(5) to add to
the covenants of the Company for the benefit of the Holders of all Securities
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 solely for the benefit of such series) or to surrender any right
or power herein conferred upon the Company; or


 


(6) to add any
additional Events of Default; or


 


(7) to secure
the Securities; or


 


(8) to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or
change any 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 611(b); or


 


(9) to cure
any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture as
the Company and the Trustee may deem necessary and desirable, provided that
such action pursuant to this Clause (9) shall not adversely affect the
interests of the Holders of Securities of any series in any material respect;
or


 


(10) to
conform any provision hereof to the requirements of the Trust Indenture Act or
otherwise as necessary to comply with applicable law; or


 


(11) to make
any change that does not adversely affect the rights of any Holder in any
material respect.


 


SECTION 902. Supplemental Indentures With
Consent of Holders.


 


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


 


(1) change the
Stated Maturity of the principal of, or any installment of interest payable on,
any Outstanding Security, or reduce the principal amount of or the rate of
interest thereon or any premium payable upon the redemption thereof, or reduce
the amount of principal of an Original Issue Discount Security that would be due
and payable upon redemption or would be provable in bankruptcy, or adversely
affect any right of repayment of the Holder of any Security or change the Place
of Payment or the coin or currency in which, any Outstanding Security or the
interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment


 


43

















 


on or after
the Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date); or


 


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


 


(3) modify any
of the provisions of this Section, Section 513 or Section 1009, except to
increase any such percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Security affected thereby; provided, however, that this
clause shall not be deemed to require the consent of any Holder with respect to
changes in the references to “the Trustee” and concomitant changes in this
Section and Section 1009, or the deletion of this proviso, in accordance with
the requirements of Sections 611 and 901(8).


 


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.


 


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


 


SECTION 903. Execution of Supplemental
Indentures.


 


In executing,
or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by
this Indenture, the Trustee shall be entitled to receive, and (subject to
Section 601) shall be fully protected in relying upon, an Officers’ Certificate
and an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture, and that all conditions
precedent have been complied with. The Trustee may, but shall not be obligated
to, enter into any such supplemental indenture which affects the Trustee’s own
rights, duties, protections, privileges, indemnities, liabilities or immunities
under this Indenture or otherwise.


 


SECTION 904. Effect of Supplemental
Indentures.


 


Upon the
execution of any supplemental indenture under this Article, this Indenture
shall be modified in accordance therewith, and such supplemental indenture
shall form a part of this Indenture for all purposes; and every Holder of
Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.


 


44

















 


SECTION 905. Conformity with Trust Indenture
Act.


 


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


 


SECTION
906. Reference in Securities to Supplemental Indentures.


 


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


 


ARTICLE
TEN


 


COVENANTS


 


SECTION
1001. 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 the principal of, premium, if any, and interest on the
Securities of that series in accordance with the terms of such Securities and
this Indenture.


 


Unless
otherwise specified as contemplated by Section 301, the Company shall pay
interest on overdue amounts at the rate set forth in the first paragraph of the
Securities, and it shall pay interest on overdue interest at the same rate (to
the extent that the payment of such interest shall be legally enforceable),
which interest on overdue interest shall accrue from the date such amounts
became overdue.


 


SECTION
1002. Maintenance
of Office or Agency.


 


The Company
will maintain in each Place of Payment for any series, an office or agency
where Securities of that series may be presented or surrendered for payment,
and an office or agency where Securities may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. The Company
initially appoints the Trustee, acting through its Corporate Trust Office, as
its agent for said purposes. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of any such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.


 


The Company
may also from time to time designate one or more other offices or agencies
where the Securities may be presented or surrendered for any or all such
purposes and may from time to


 


45

















 


time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
office or agency.


 


SECTION 1003. Money for Securities Payments
to Be Held in Trust.


 


If the Company
shall at any time act as its own Paying Agent with respect to any series of
Securities, it will, on or before each due date of the principal of or premium,
if any, or interest on any of the Securities of such series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal, premium, if any, and any interest so becoming due until such
sums shall be paid to such Persons or otherwise disposed of as herein provided
and will promptly notify the Trustee of its action or failure so to act.


 


Whenever the
Company shall have one or more Paying Agents, it will, prior to each due date
of the principal of or interest on any Securities, deposit with a Paying Agent
a sum sufficient to pay the principal (and premium, if any) or interest so
becoming due, such sum to be held as provided by the Trust Indenture Act, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.


 


The Company
will cause each Paying Agent other than the Trustee to execute and deliver to
the Trustee an instrument in which such Paying Agent shall agree with the
Trustee, subject to the provisions of this Section, that such Paying Agent will
(1) comply with the provisions of the Trust Indenture Act applicable to it as a
Paying Agent, (2) give the Trustee notice of any default by the Company (or any
other obligor upon the Securities) in the making of any payment of principal
(and premium, if any) or interest, and (3) at any time during the continuance
of any such default, upon the written request of the Trustee, forthwith pay to
the Trustee all sums so held in trust by such Paying Agent.


 


The Company
may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or by Company Order direct any
Paying Agent to pay, to the Trustee all sums held in trust by the Company or
such Paying Agent, such sums to be held by the Trustee upon the same trusts as
those upon which such sums were held by the Company or such Paying Agent; and,
upon such payment by the Company or any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.


 


Any money or
U.S. Government Obligation (including the proceeds thereof and the interest
thereon) deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of, premium, if any, or
interest on any Security and remaining unclaimed for two years after such
principal, premium, if any, or interest has become due and payable shall be
paid to the Company at its option on Company Request (unless otherwise required
by mandatory provision of applicable escheat or abandoned or unclaimed property
law) or (if then held by the Company) shall (unless otherwise required by
mandatory provision of applicable escheat or abandoned or unclaimed property
law) be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the


 


46

















 


Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.


 


SECTION
1004. Statement by Officers as to Default.


 


The Company
will deliver to the Trustee, within 120 days after the end of each fiscal year
of the Company ending after the date hereof, an Officers’ Certificate covering
the preceding fiscal year, stating whether or not, to the best knowledge of the
signers thereof, the Company is in default in the performance and observance of
any of the terms, provisions and conditions of this Indenture (without regard
to any period of grace or requirement of notice provided hereunder) and, if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.


 


The Company
shall, so long as any of the Securities are outstanding, deliver to the
Trustee, as soon as possible, and in any event within five days after any
Officer becomes aware of any Default or Event of Default, an Officers’
Certificate specifying such Default or Event of Default and what action the
Company is taking or proposes to take with respect thereto.


 


SECTION
1005. Existence.


 


Subject to
Article Eight, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its legal existence, rights (charter
and statutory) and franchises; provided, however, that the Company shall not be
required to preserve any such right or franchise if the Board of Directors
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and that the loss thereof is not
disadvantageous in any material respect to the Holders.


 


SECTION 1006. Maintenance of Properties.


 


The Company
will cause all material properties of the Company used or useful in the conduct
of its business or the business of any Restricted Subsidiary to be maintained
and kept in good condition, repair and working order and supplied with all
necessary equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the Company and each Restricted Subsidiary
may properly and advantageously conduct their respective businesses at all
times; provided, however, that nothing in this Section shall prevent the
Company from selling, abandoning or otherwise disposing of, or discontinuing
the operation or maintenance of, any of such properties if such action is, in
the judgment of the Company, desirable in the conduct of its business or the
business of any Restricted Subsidiary.


 


47

















 


SECTION
1007. Payment of Taxes.


 


The Company
will pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, all taxes, assessments and governmental charges levied or
imposed upon the Company or any Restricted Subsidiary or upon the income,
profits or property of the Company or any Restricted Subsidiary, and lawful
claims for labor, materials and supplies, which, if unpaid, might by law become
a Lien upon the property of the Company or any Restricted Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment or governmental charge whose
amount, applicability or validity is being contested in good faith by
appropriate proceedings or where the failure to effect such payment is not
adverse in any material respect to the Holders of the Securities.


 


SECTION
1008. [Intentionally Omitted].


 


SECTION 1009. Waiver of Certain Covenants.


 


The Company
may omit in any particular instance to comply with any term, provision,
covenant or condition set forth in any covenant provided pursuant to Section
901(5) for the benefit of the Holders or in any of Sections 1006 to 1008,
inclusive, with respect to the Securities of any series if before or after the
time for such compliance the Holders of at least a majority in principal amount
of the Outstanding Securities of such series shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance
with such term, provision or condition, but no such waiver shall extend to or
affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.


 


ARTICLE
ELEVEN


 


REDEMPTION OF SECURITIES


 


SECTION
1101. Company’s Right of Redemption


 


Unless otherwise specified as contemplated by Section 301 with respect
to the Securities of a particular series, and notwithstanding any additional
redemption rights that may be so specified, the Company may, at its option,
redeem the Securities of any series after their date of issuance in whole or in
part at any time and from time to time, subject to the provisions of this
Section 1101 and the other provisions of this Article Eleven. Unless otherwise
specified as contemplated by Section 301 with respect to the Securities of a
particular series, the redemption price for any Security so redeemed shall be
equal to 100% of the principal amount of such Securities then Outstanding plus
accrued and unpaid interest up to, but excluding, the date fixed for
redemption; provided, however, that installments of accrued and unpaid interest
whose Stated Maturity is on or prior to the Redemption Date will be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Regular Record Dates
according to their terms and the provisions of Section 307.


 


48

















 


SECTION 1102. Applicability of Article.


 


Redemption of
Securities, as permitted or required by any form of Security issued pursuant to
this Indenture or the documentation providing therefor, shall be made in
accordance with such form of Security or documentation and this Article Eleven;
provided, however, that if any provision of any such form of Security or
documentation shall conflict with any provision of this Article, the provision
of such form of Security or documentation shall govern. Except as otherwise set
forth in the form of Security for such series or such documentation, each
Security shall be subject to partial redemption only in the amount of $1,000 or
integral multiples of $1,000.


 


SECTION
1103. Election to Redeem; Notice to Trustee.


 


The election
of the Company to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution. In case of any redemption at the election of the Company of
the Securities of a series, the Company shall, at least 45 days but not more
than 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date, of the principal amount of Securities to be redeemed and, if
applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities (a) prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or (b) pursuant to an
election of the Company which is subject to a condition specified in the terms
of such Securities, the Company shall furnish the Trustee with an Officers’
Certificate and an Opinion of Counsel evidencing compliance with such
restriction or condition.


 


SECTION
1104. Selection by Trustee of Securities to Be Redeemed.


 


If less than
all the Securities are to be redeemed (unless such redemption affects only a
single Security), the particular Securities to be redeemed shall be selected
not more than 45 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities not previously called for redemption, by such method as
the Trustee in its sole discretion shall deem fair and appropriate and which
may provide for the selection for redemption of a portion of the principal
amount of any Security, provided that the unredeemed portion of the principal
amount of any Security shall be in an authorized denomination (which shall not
be less than the minimum authorized denomination) for such Security. If less
than all the Securities and of a specified tenor are to be redeemed (unless
such redemption affects only a single Security), the particular Securities to
be redeemed shall be selected not more than 45 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities and specified tenor not
previously called for redemption in accordance with the preceding sentence.


 


The Trustee
shall promptly notify the Company in writing of the Securities selected for
redemption as aforesaid and, in the case of any Securities selected for partial
redemption as aforesaid, the principal amount thereof to be redeemed.


 


The provisions
of the two preceding paragraphs shall not apply with respect to any redemption
affecting only a single Security, whether such Security is to be redeemed in
whole or in part. In the case of any such redemption in part, the unredeemed
portion of the principal amount of the


 


49

















 


Security shall
be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security.


 


For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case
of any Securities redeemed or to be redeemed only in part, to the portion of
the principal amount of such Securities which has been or is to be redeemed. If
the Company shall so direct, Securities registered in the name of the Company,
any Affiliate or any Subsidiary thereof shall not be included in the Securities
selected for redemption.


 


SECTION
1105. Notice of Redemption.


 


Notice of
redemption shall be given by first-class mail, postage prepaid, mailed not less
than 30 nor more than 60 days prior to the Redemption Date, to each Holder of
Securities to be redeemed, at its address appearing in the Security Register.
Unless the Company defaults in payment of the Redemption Price, on and after
the Redemption Date, interest shall cease to accrue on the Securities.


 


All notices of
redemption shall state:


 


(1) the
Redemption Date;


 


(2) the
Redemption Price, or if not then ascertainable, the manner of calculation
thereof;


 


(3) if less
than all the Outstanding Securities consisting of more than a single Security
are to be redeemed, the identification (and, in the case of partial redemption
of any such Securities, the principal amounts) of the particular Securities to
be redeemed and, if less than all the Outstanding Securities consisting of a
single Security are to be redeemed, the principal amount of the particular
Security to be redeemed;


 


(4) that on
the Redemption Date the Redemption Price will become due and payable upon each
such Security to be redeemed and, if applicable, that interest thereon will
cease to accrue on and after said date; and


 


(5) the place
or places where each such Security is to be surrendered for payment of the
Redemption Price.


 


Notice of
redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name
and at the expense of the Company and shall be irrevocable. The notice if
mailed in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not the Holder receives such notice. In any case, a
failure to give such notice by mail or any defect in the notice to the Holder
of any Security designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any other
Security.


 


50

















 


SECTION 1106. Deposit of Redemption Price.


 


Prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 1003) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date.


 


SECTION 1107. Securities Payable on
Redemption Date.


 


Notice of
redemption having been given pursuant to Section 1105, the Securities to be so
redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear or accrue any interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price, together with any accrued
but unpaid interest to, but excluding, the Redemption Date; provided, however,
that installments of accrued and unpaid interest whose Stated Maturity is on or
prior to the Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Regular Record Dates according to their terms and the
provisions of Section 307.


 


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


 


SECTION 1108. Securities Redeemed in Part.


 


Any Security
which is to be redeemed only in part shall be surrendered at a Place of Payment
therefor (with, if the Company or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing), and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security
or Securities of like tenor, of any authorized denomination as requested by
such Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.


 


ARTICLE
TWELVE


 


DEFEASANCE AND COVENANT DEFEASANCE


 


SECTION
1201. Company’s Option to Effect Defeasance or Covenant Defeasance.


 


The Company
may elect, at its option at any time, to have Section 1202 or Section 1203
applied to any Securities upon compliance with the conditions set forth below
in this Article. Any such election shall be evidenced by a Board Resolution.


 


51

















 


SECTION 1202. Defeasance and Discharge.


 


Upon the
Company’s exercise of its option (if any) to have this Section applied to any
Securities, the Company shall be deemed to have been discharged from its
obligations with respect to such Securities as provided in this Section on and
after the date the conditions set forth in Section 1204 are satisfied
(hereinafter called “Defeasance”). For this purpose, such Defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Securities and to have satisfied all its other obligations
under such Securities and this Indenture insofar as such Securities are
concerned (and the Trustee, at the expense of the Company and upon Company
Request, shall execute proper instruments acknowledging the same), subject to
the following, which shall survive until otherwise terminated or discharged
hereunder: (1) the Company’s obligations with respect to such Securities under
Sections 304, 305, 306, 1002 and 1003; (2) the rights, powers, trusts, duties
and immunities of the Trustee hereunder; and (3) this Article. Subject to
compliance with this Article, the Company may exercise its option (if any) to
have this Section applied to any Securities notwithstanding the prior exercise
of its option (if any) to have Section 1203 applied to such Securities.


 


SECTION
1203. Covenant Defeasance.


 


Upon the
Company’s exercise of its option (if any) to have this Section applied to any
Securities (1) the Company shall be released from its obligations under Section
801, Section 1006, Section 1007 and any covenants provided pursuant to 901(5)
for the benefit of the Holders of such Securities; and (2) the occurrence of
any event specified in Sections 501(3) (with respect to any of Section 801,
Section 1006, Section 1007 and any such covenants provided pursuant to Section
901(5)) shall be deemed not to be or result in an Event of Default, in each
case with respect to such Securities as provided in this Section on and after
the date the conditions set forth in Section 1304 are satisfied (hereinafter
called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means
that, with respect to such Securities, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any such specified Section (to the extent so specified in the case of
Section 501(3)), whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or by reason of any reference in any such
Section to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected thereby.


 


Notwithstanding
any Covenant Defeasance with respect to Section 801, any Person that would
otherwise have been required to assume the obligations of the Company pursuant
to said Section shall be required, as a condition to any merger, consolidation,
conveyance, transfer or lease contemplated thereby, to assume the obligations
of the Company to the Trustee under Sections 607 and 1205.


 


SECTION 1204. Conditions to Defeasance or Covenant
Defeasance.


 


The following
shall be the conditions to the application of Section 1202 or Section 1203 to
any Securities:


 


(1) The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee which satisfies the requirements contemplated by
Section 609 and agrees to


 


52

















 


comply with
the provisions of this Article applicable to it) as trust funds in trust for
the purpose of making the following payments, specifically pledged as security
for, and dedicated solely to, the benefits of the Holders of such Securities,
(A) money in an amount, or (B) Government Obligations which through the
scheduled payment of principal and interest in respect thereof in accordance with
their terms will provide, not later than one day before the due date of any
payment, money in an amount, or (C) a combination thereof, in each case
sufficient, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to
the Trustee, to pay and discharge, and which shall be applied by the Trustee
(or any such other qualifying trustee) to pay and discharge, the principal of
and any premium and interest on such Securities on the respective Stated
Maturities or on the Redemption Date, in accordance with the terms of this
Indenture and such Securities.


 


(2) In the
event of an election to have Section 1202 apply to any Securities, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that (A) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling or (B) since the date of this instrument, there has been a
change in the applicable Federal income tax law, in the case of either (A) or
(B) to the effect that, and based thereon such opinion shall confirm that, the
Holders of such Securities will not recognize gain or loss for Federal income
tax purposes as a result of the deposit, Defeasance and discharge to be
effected with respect to such Securities and will be subject to Federal income
tax on the same amount, in the same manner and at the same times as would be
the case if such deposit, Defeasance and discharge were not to occur.


 


(3) In the
event of an election to have Section 1203 apply to any Securities, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect that
the Holders of such Securities will not recognize gain or loss for Federal
income tax purposes as a result of the deposit and Covenant Defeasance to be
effected with respect to such Securities and will be subject to Federal income
tax on the same amount, in the same manner and at the same times as would be
the case if such deposit and Covenant Defeasance were not to occur.


 


(4) No event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to such Securities or any other Securities shall have
occurred and be continuing at the time of such deposit or, with regard to any
such event specified in Sections 501(4) and (5), at any time on or prior to the
90th day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until after such 90th day).


 


(5) Such
Defeasance or Covenant Defeasance shall not result in a breach or violation of,
or constitute a default under, any indenture or other agreement or instrument
for borrowed money to which the Company is a party or by which it is bound.


 


(6) Such
Defeasance or Covenant Defeasance shall not result in the trust arising from
such deposit constituting an investment company within the meaning of the
Investment Company Act unless such trust shall be registered under the
Investment Company Act or exempt from registration thereunder.


 


(7) If such
Securities are to be redeemed prior to Stated Maturity (other than from
mandatory sinking fund payments or analogous payments), notice of such
redemption shall have been duly


 


53

















 


given pursuant
to this Indenture or provision therefor satisfactory to the Trustee shall have
been made.


 


(8) The
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent with respect to
such Defeasance or Covenant Defeasance have been complied with.


 


SECTION 1205. Deposited Money and Government
Obligations to Be Held in Trust; Miscellaneous Provisions.


 


Subject to the
provisions of the last paragraph of Section 1003, all money and Government
Obligations (including the proceeds thereof and the interest thereon) deposited
with the Trustee or other qualifying trustee (solely for purposes of this
Section and Section 1206, the Trustee and any such other trustee are referred
to collectively as the “Trustee”) pursuant to Section 1204 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance
with the provisions of such Securities and this Indenture, to the payment,
either directly or through any such Paying Agent (including the Company acting as
its own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law.


 


The Company
shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the Government Obligations deposited pursuant to
Section 1204 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 Outstanding Securities.


 


Anything in
this Article to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company from time to time upon Company Request any money or Government
Obligations held by it as provided in Section 1204 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 Defeasance or Covenant Defeasance, as the case
may be, with respect to such Securities.


 


SECTION
1206. Reinstatement.


 


If the Trustee
or the Paying Agent is unable to apply any money in accordance with this
Article with respect to any Securities by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the obligations under this Indenture and
such Securities from which the Company has been discharged or released pursuant
to Section 1202 or 1203 shall be revived and reinstated as though no deposit
had occurred pursuant to this Article with respect to such Securities, until
such time as the Trustee or Paying Agent is permitted to apply all money held
in trust pursuant to Section 1205 with respect to such Securities in accordance
with this Article; provided, however, that if the Company makes any payment of
principal of or any premium or interest on any such Security following such
reinstatement of its obligations, the Company shall be subrogated to the rights
(if any) of the Holders of such Securities to receive such payment from the
money so held in trust.


 


54

















 


SECTION
1207. Qualifying Trustee.


 


Any trustee
appointed pursuant to Section 1204 for the purpose of holding trust funds
deposited pursuant to that Section shall be appointed under an agreement in
form acceptable to the Trustee and shall provide to the Trustee a certificate
of such trustee, upon which certificate the Trustee shall be entitled to
conclusively rely, that all conditions precedent provided for herein to the
related Defeasance or Covenant Defeasance have been complied with. In no event
shall the Trustee be liable for any acts or omissions of said trustee.


 


* * *


 


55

















 


This
instrument may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.


 


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 the day and year first above written.


 


AEROFLEX
INCORPORATED


 


	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


	
  Attest:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


[          ],


as Trustee


 


	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


	
  Attest:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


56

















 


EXHIBIT A


 


[SPECIMEN BOND]


 


(FORM OF FACE OF SECURITY)


 


[If the
Security is an Original Issue Discount Security, insert—For purposes of Section
1271 of the United States Internal Revenue Code of 1986, as amended, the issue
price of this security is     % of its principal amount and the
Issue Date is
                 ,
20  ]


 


AEROFLEX INCORPORATED


[Title of Security]


 


CUSIP:
               


 


	
  No.
         

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  $                 

  



 


AEROFLEX
INCORPORATED, a corporation organized and existing under the laws of Delaware
(hereinafter called the “Company”, which term includes any successor
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to [Insert if Global Security-Cede & Co.], or
registered assigns, the principal sum of
            Dollars on
             
[If the Security is to bear interest prior to Maturity, insert — , and to pay
interest thereon from
             
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semi-annually on
           and
           in each year,
commencing           , at the
rate of    % per annum, on the basis of a 360-day year consisting of
twelve 30-day months, until the principal hereof is paid or duly provided for
or made available for payment] [(If applicable insert - , and (to the extent
that the payment of such interest shall be legally enforceable) at the rate of
  % per annum on any overdue principal and premium and on any overdue
installment of interest)].


 


[If the
Security is to bear interest prior to Maturity, insert — The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the date
which is fifteen days (whether or not a Business Day) next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture].


 


1

















 


[If the
Security is not to bear interest prior to Maturity, insert - The principal of
this Security shall not bear interest except in the case of a default in
payment of principal upon acceleration, upon redemption or at Stated Maturity
and in such case the overdue principal of this Security shall bear interest at
the rate of    % per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date
of such default in payment to the date payment of such principal has been made
or duly provided for. Interest on any overdue principal shall be payable on
demand. Any such interest on any overdue principal that is not so paid on
demand shall bear interest at the rate of   % per annum (to the
extent that the payment of such interest shall be legally enforceable), which
shall accrue from the date of such demand for payment to the date payment of
such interest has been made or duly provided for, and such interest shall also
be payable on demand.]


 


Payment of the
principal of (and premium, if any) and [if applicable, insert - any interest]
on this Security will be made at the office or agency of the Company maintained
for that purpose in            ,
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts [if applicable,
insert -; provided, however, that at the option of the Company payment of interest
may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register].


 


Reference is
hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.


 


Unless the
certificate of authentication hereon has been executed by the Trustee referred
to on the reverse hereof by manual signature, this Security shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.


 


2

















 


IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.


 


Dated:


 


AEROFLEX
INCORPORATED


 


	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


Attest:


 


	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


FORM OF REVERSE OF SECURITY


 


This Security
is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an
Indenture, dated as of
           , 2003 as
supplemented and amended from time to time (herein called the “Indenture”),
between the Company and            ,
as Trustee (herein called the “Trustee”, which term includes any successor
trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is
one of the series designated on the face hereof [if applicable insert —,
limited in aggregate principal amount to $           ].


 


All terms used
in this Security that are defined in the Indenture shall have the meaning
assigned to them in the Indenture.


 


[If
applicable, insert - The Securities of this series are subject to redemption
upon not less than 30 nor more than 60 days’ notice by mail, at any time [on or
after             ,
20  ], as a whole or in part, at the election of the Company. The
Redemption Price for any Security so redeemed shall be equal to 100% of the
principal amount of such Securities then Outstanding plus accrued and unpaid
interest up to but not including the date fixed for redemption. In the event of
redemption of this Security in part only, a new Security or Securities of this
series for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.]


 


3

















 


[Installments
of accrued and unpaid interest whose Stated Maturity is on or prior to the
Redemption Date will be payable to the Holders of the Securities of this
series, or one or more Predecessor Securities, registered as such at the close
of business on the relevant Regular Record Dates according to their terms.]


 


The Indenture
contains provisions for satisfaction, discharge and defeasance of the entire
indebtedness on this security, upon compliance by the Company with certain
conditions set forth therein.


 


[If the
Security is not an Original Issue Discount Security, - If an Event of Default
with respect to Securities of this series shall occur and be continuing, the
principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.] [If the security is
an Original Issue Discount Security, - If an Event of Default with respect to
Securities of this series shall occur and be continuing, an amount of principal
of the Securities of this series may be declared due and payable in the manner
and with the effect provided in the Indenture. Such amount shall be equal to -
insert formula for determining the amount.


 


Upon payment of
the amount of principal so declared due and payable [if applicable insert— and
of interest on any overdue principal and overdue interest (in each A-4 case to
the extent that the payment of such interest shall be legally enforceable)],
all of the Company’s obligations in respect of the payment of the principal of
and interest, if any, on the Securities of this series shall terminate.]


 


The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Indenture
at any time by the Company and the Trustee with the consent of the Holders of a
majority in principal amount of the Securities at the time Outstanding of each
series to be affected. The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.


 


No reference
herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of (and premium, if any) and interest on
this Security at the times, place and rate, and in the coin or currency, herein
prescribed.


 


As provided in
the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of (and premium, if any) and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the


 


4

















 


Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Securities of this series, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.


 


The Securities
of this series are issuable only in registered form without coupons in
denominations of $       and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series of a different
authorized denomination, as requested by the Holder surrendering the same.


 


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


 


The Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.


 


THIS
SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


 


5