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Exhibit 4.5    
    


Southwest Water Company  




INDENTURE  


 Dated as of                         


 [Name of Trustee]  


 Trustee  










  



 
 

TABLE OF CONTENTS    
    



	 
	 	 
	 	Page

	ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE	 	1
	 	Section 1.1.	 	Definitions	 	1
	 	Section 1.2.	 	Other Definitions	 	4
	 	Section 1.3.	 	Incorporation by Reference of Trust Indenture Act	 	4
	 	Section 1.4.	 	Rules of Construction	 	5
	

ARTICLE II. THE SECURITIES	
 	

5
	 	Section 2.1.	 	Issuable in Series	 	5
	 	Section 2.2.	 	Establishment of Terms of Series of Securities	 	5
	 	Section 2.3.	 	Execution and Authentication	 	7
	 	Section 2.4.	 	Registrar and Paying Agent	 	8
	 	Section 2.5.	 	Paying Agent to Hold Money in Trust	 	8
	 	Section 2.6.	 	Securityholder Lists	 	9
	 	Section 2.7.	 	Transfer and Exchange	 	9
	 	Section 2.8.	 	Mutilated, Destroyed, Lost and Stolen Securities	 	9
	 	Section 2.9.	 	Outstanding Securities	 	10
	 	Section 2.10.	 	Treasury Securities	 	10
	 	Section 2.11.	 	Temporary Securities	 	10
	 	Section 2.12.	 	Cancellation	 	10
	 	Section 2.13.	 	Defaulted Interest	 	11
	 	Section 2.14.	 	Global Securities	 	11
	 	Section 2.15.	 	CUSIP Numbers	 	12
	

ARTICLE III. REDEMPTION	
 	

12
	 	Section 3.1.	 	Notice to Trustee	 	12
	 	Section 3.2.	 	Selection of Securities to be Redeemed	 	12
	 	Section 3.3.	 	Notice of Redemption	 	12
	 	Section 3.4.	 	Effect of Notice of Redemption	 	13
	 	Section 3.5.	 	Deposit of Redemption Price	 	13
	 	Section 3.6.	 	Securities Redeemed in Part	 	13
	

ARTICLE IV. COVENANTS	
 	

13
	 	Section 4.1.	 	Payment of Principal and Interest	 	13
	 	Section 4.2.	 	SEC Reports	 	14
	 	Section 4.3.	 	Compliance Certificate	 	14
	 	Section 4.4.	 	Stay, Extension and Usury Laws	 	14
	

ARTICLE V. SUCCESSORS	
 	

14
	 	Section 5.1.	 	When Company May Merge, Etc	 	14
	 	Section 5.2.	 	Successor Substituted	 	15
	 	 	 	 	 





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ARTICLE VI. DEFAULTS AND REMEDIES	
 	

15
	 	Section 6.1.	 	Events of Default	 	15
	 	Section 6.2.	 	Acceleration of Maturity; Rescission and Annulment	 	16
	 	Section 6.3.	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	17
	 	Section 6.4.	 	Trustee May File Proofs of Claim	 	17
	 	Section 6.5.	 	Trustee May Enforce Claims Without Possession of Securities	 	18
	 	Section 6.6.	 	Application of Money Collected	 	18
	 	Section 6.7.	 	Limitation on Suits	 	18
	 	Section 6.8.	 	Unconditional Right of Holders to Receive Principal and Interest	 	19
	 	Section 6.9.	 	Restoration of Rights and Remedies	 	19
	 	Section 6.10.	 	Rights and Remedies Cumulative	 	19
	 	Section 6.11.	 	Delay or Omission Not Waiver	 	19
	 	Section 6.12.	 	Control by Holders	 	19
	 	Section 6.13.	 	Waiver of Past Defaults	 	20
	 	Section 6.14.	 	Undertaking for Costs	 	20
	

ARTICLE VII. TRUSTEE	
 	

20
	 	Section 7.1.	 	Duties of Trustee	 	20
	 	Section 7.2.	 	Rights of Trustee	 	21
	 	Section 7.3.	 	Individual Rights of Trustee	 	22
	 	Section 7.4.	 	Trustee's Disclaimer	 	22
	 	Section 7.5.	 	Notice of Defaults	 	22
	 	Section 7.6.	 	Reports by Trustee to Holders	 	22
	 	Section 7.7.	 	Compensation and Indemnity	 	22
	 	Section 7.8.	 	Replacement of Trustee	 	23
	 	Section 7.9.	 	Successor Trustee by Merger, etc	 	24
	 	Section 7.10.	 	Eligibility; Disqualification	 	24
	 	Section 7.11.	 	Preferential Collection of Claims Against Company	 	24
	 	

ARTICLE VIII. SATISFACTION AND DISCHARGE; DEFEASANCE	
 	

24
	 	Section 8.1.	 	Satisfaction and Discharge of Indenture	 	24
	 	Section 8.2.	 	Application of Trust Funds; Indemnification	 	25
	 	Section 8.3.	 	Legal Defeasance of Securities of any Series	 	25
	 	Section 8.4.	 	Covenant Defeasance	 	26
	 	Section 8.5.	 	Repayment to Company	 	27
	 	

ARTICLE IX. AMENDMENTS AND WAIVERS	
 	

28
	 	Section 9.1.	 	Without Consent of Holders	 	28
	 	Section 9.2.	 	With Consent of Holders	 	28
	 	Section 9.3.	 	Limitations	 	28
	 	Section 9.4.	 	Compliance with Trust Indenture Act	 	29
	 	Section 9.5.	 	Revocation and Effect of Consents	 	29
	 	Section 9.6.	 	Notation on or Exchange of Securities	 	29
	 	Section 9.7.	 	Trustee Protected	 	29
	 	 	 	 	 



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ARTICLE X. MISCELLANEOUS	
 	

30
	 	Section 10.1.	 	Trust Indenture Act Controls	 	30
	 	Section 10.2.	 	Notices	 	30
	 	Section 10.3.	 	Communication by Holders with Other Holders	 	30
	 	Section 10.4.	 	Certificate and Opinion as to Conditions Precedent	 	31
	 	Section 10.5.	 	Statements Required in Certificate or Opinion	 	31
	 	Section 10.6.	 	Rules by Trustee and Agents	 	31
	 	Section 10.7.	 	Legal Holidays	 	31
	 	Section 10.8.	 	No Recourse Against Others	 	31
	 	Section 10.9.	 	Counterparts	 	31
	 	Section 10.10.	 	Governing Laws	 	32
	 	Section 10.11.	 	No Adverse Interpretation of Other Agreements	 	32
	 	Section 10.12.	 	Successors	 	32
	 	Section 10.13.	 	Severability	 	32
	 	Section 10.14.	 	Table of Contents, Headings, Etc	 	32
	 	Section 10.15.	 	Securities in a Foreign Currency or in ECU	 	32
	 	Section 10.16.	 	Judgment Currency	 	33
	

ARTICLE XI. SINKING FUNDS	
 	

33
	 	Section 11.1.	 	Applicability of Article	 	33
	 	Section 11.2.	 	Satisfaction of Sinking Fund Payments with Securities	 	33
	 	Section 11.3.	 	Redemption of Securities for Sinking Fund	 	34




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SOUTHWEST WATER COMPANY
  Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of            





	§ 310(a)(1)	 	 	 	7.10
	(a)(2)	 	 	 	7.10
	(a)(3)	 	 	 	Not Applicable
	(a)(4)	 	 	 	Not Applicable
	(a)(5)	 	 	 	7.10
	(b)	 	 	 	7.10
	§ 311(a)	 	 	 	7.11
	(b)	 	 	 	7.11
	(c)	 	 	 	Not Applicable
	§ 312(a)	 	 	 	2.6
	(b)	 	 	 	10.3
	(c)	 	 	 	10.3
	§ 313(a)	 	 	 	7.6
	(b)(1)	 	 	 	7.6
	(b)(2)	 	 	 	7.6
	(c)(1)	 	 	 	7.6
	(d)	 	 	 	7.6
	§ 314(a)	 	 	 	4.2, 10.5
	(b)	 	 	 	Not Applicable
	(c)(1)	 	 	 	10.4
	(c)(2)	 	 	 	10.4
	(c)(3)	 	 	 	Not Applicable
	(d)	 	 	 	Not Applicable
	(e)	 	 	 	10.5
	(f)	 	 	 	Not Applicable
	§ 315(a)	 	 	 	7.1
	(b)	 	 	 	7.5
	(c)	 	 	 	7.1
	(d)	 	 	 	7.1
	(e)	 	 	 	6.14
	§ 316(a)	 	 	 	2.10
	(a)(1)(A)	 	 	 	6.12
	(a)(1)(B)	 	 	 	6.13
	(b)	 	 	 	6.8
	§ 317(a)(1)	 	 	 	6.3
	(a)(2)	 	 	 	6.4
	(b)	 	 	 	2.5
	§ 318(a)	 	 	 	10.1







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


iv







   
        Indenture dated as of                        between Southwest Water Company, a
Delaware corporation ("Company"), and [Name of Trustee], a                        ("Trustee"). 



        Each
party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture. 


ARTICLE I.

DEFINITIONS AND INCORPORATION BY REFERENCE  


        Section 1.1.    Definitions.    


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


        "Affiliate"
of any specified person means any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person. For
the purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any person, shall mean the
possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities or by agreement or
otherwise. 


        "Agent"
means any Registrar, Paying Agent or Service Agent. 


        "Authorized
Newspaper" means a newspaper in an official language of the country of publication customarily published at least once a day for at least five days in each calendar week and
of general circulation in the place in connection with which the term is used. If it shall be impractical in the opinion of the Trustee to make any publication of any notice required hereby in an
Authorized
Newspaper, any publication or other notice in lieu thereof that is made or given by the Trustee shall constitute a sufficient publication of such notice. 


        "Bearer"
means anyone in possession from time to time of a Bearer Security. 


        "Bearer
Security" means any Security, including any interest coupon appertaining thereto, that does not provide for the identification of the Holder thereof. 


        "Board
of Directors" means the Board of Directors of the Company or any duly authorized committee thereof. 


        "Board
Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been adopted by the Board of Directors or pursuant to
authorization by the Board of Directors and to be in full force and effect on the date of the certificate and delivered to the Trustee. 



        "Business
Day" means, unless otherwise provided by Board Resolution, Officers' Certificate or supplemental indenture hereto for a particular Series, any day except a Saturday, Sunday or
a legal holiday in The City of New York on which banking institutions are authorized or required by law, regulation or executive order to close. 


        "Company"
means the party named as such above until a successor replaces it and thereafter means the successor. 


        "Company
Order" means a written order signed in the name of the Company by two Officers, one of whom must be the Company's principal executive officer, principal financial officer or
principal accounting officer. 


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        "Company
Request" means a written request signed in the name of the Company by its Chairman of the Board, a President or a Vice President, and by its Treasurer, an Assistant Treasurer,
its Secretary or an Assistant Secretary, and 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. 



        "Debt"
of any person as of any date means, without duplication, all indebtedness of such person in respect of borrowed money, including all interest, fees and expenses owed in respect
thereto (whether or not the recourse of the lender is to the whole of the assets of such person or only to a portion thereof), or evidenced by bonds, notes, debentures or similar instruments. 


        "Default"
means any event which is, or after notice or passage of time would be, an Event of Default. 


        "Depository"
means, with respect to the Securities of any Series issuable or issued in whole or in part in the form of one or more Global Securities, the person designated as Depository
for such Series by the Company, which Depository shall be a clearing agency registered under the Exchange Act; and if at any time there is more than one such person, "Depository" as used with respect
to the Securities of any Series shall mean the Depository with respect to the Securities of such Series. 


        "Discount
Security" means any Security that provides for an amount less than the stated principal amount thereof to be due and payable upon declaration of acceleration of the maturity
thereof pursuant to Section 6.2. 


        "Dollars"
means the currency of The United States of America. 



        "ECU"
means the European Currency Unit as determined by the Commission of the European Union. 


        "Exchange
Act" means the Securities Exchange Act of 1934, as amended. 


        "Foreign
Currency" means any currency or currency unit issued by a government other than the government of The United States of America. 


        "Foreign
Government Obligations" means with respect to Securities of any Series that are denominated in a Foreign Currency, (i) direct obligations of the government that issued or
caused to be issued such currency for the payment of which obligations its full faith and credit is pledged or (ii) obligations of a person controlled or supervised by or acting as an agency or
instrumentality of such government the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by such
government, which, in either case under clauses (i) or (ii), are not callable or redeemable at the option of the issuer thereof. 


        "Global
Security" or "Global Securities" means a Security or Securities, as the case may be, in the form established pursuant to Section 2.2 evidencing all or part of a Series of
Securities, issued to the Depository for such Series or its nominee, and registered in the name of such Depository or nominee. 


        "Holder"
or "Securityholder" means a person in whose name a Security is registered or the holder of a Bearer Security. 



        "Indenture"
means this Indenture as amended from time to time and shall include the form and terms of particular Series of Securities established as contemplated hereunder. 


        "interest"
with respect to any Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity. 


        "Maturity,"
when used with respect to any Security or installment of principal thereof, means the date on which the principal of such Security or such installment of principal becomes
due and payable 


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as
therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption, notice of option to elect repayment or otherwise. 


        "Officer"
means the Chairman of the Board, the Chief Financial Officer, any President, any Vice President, the Treasurer, the Secretary, any Assistant Treasurer or any Assistant
Secretary of the Company. 


        "Officers'
Certificate" means a certificate signed by two Officers, one of whom must be the Company's principal executive officer, principal financial officer or principal accounting
officer. 


        "Opinion
of Counsel" means a written opinion of legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company. 


        "person"
means any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust, unincorporated organization or government or
any agency or political subdivision thereof. 


        "principal"
of a Security means the principal of the Security plus, when appropriate, the premium, if any, on, and any Additional Amounts in respect of, the Security. 


        "Responsible
Officer" means any officer of the Trustee in its Corporate Trust Office and also means, with respect to a particular corporate trust matter, any other officer to whom any
corporate trust matter is referred because of his or her knowledge of and familiarity with a particular subject. 


        "SEC"
means the Securities and Exchange Commission. 


        "Securities"
means the debentures, notes or other debt instruments of the Company of any Series authenticated and delivered under this Indenture. 


        "Series"
or "Series of Securities" means each series of debentures, notes or other debt instruments of the Company created pursuant to Sections 2.1 and 2.2 hereof. 


        "Significant
Subsidiary" means (i) any direct or indirect Subsidiary of the Company that would be a "significant subsidiary" as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act of 1933, as amended, as such regulation is in effect on the date hereof, or
(ii) any group of direct or indirect Subsidiaries of the Company that, taken together as a group, would be a "significant subsidiary" as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act of 1933, as amended, as such regulation is in effect on the date hereof. 


        "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. 



        "Subsidiary"
of any specified person means any corporation of which at least a majority of the outstanding stock having by the terms thereof ordinary voting power for the election of
directors of such corporation (irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of
any contingency) is at the time directly or indirectly owned by such person, or by one or more other Subsidiaries, or by such person and one or more other Subsidiaries. 


        "TIA"
means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as in effect on the date of this Indenture;  provided, however, that in the event the Trust Indenture Act of 1939 is amended
after such date, "TIA" means, to the extent required by any such
amendment, the Trust Indenture Act 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 


3





 



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 Securities of that Series. 


        "U.S.
Government Obligations" means securities which are (i) direct obligations of The United States of America for the payment of which its full faith and credit is pledged 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 as a full
faith and credit obligation by The United States of America, and which in the case of (i) and (ii) are not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S.
Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government
Obligation evidenced by such depository receipt. 


        Section 1.2.    Other Definitions.    



	TERM
 
	 	DEFINED IN

SECTION

	"Bankruptcy Law"	 	6.1
	"Custodian"	 	6.1
	"Event of Default"	 	6.1
	"Journal"	 	10.15
	"Judgment Currency"	 	10.16
	"Legal Holiday"	 	10.7
	"mandatory sinking fund payment"	 	11.1
	"Market Exchange Rate"	 	10.15
	"New York Banking Day"	 	10.16
	"optional sinking fund payment"	 	11.1
	"Paying Agent"	 	2.4
	"Registrar"	 	2.4
	"Required Currency"	 	10.16
	"Service Agent"	 	2.4
	"successor person"	 	5.1






        Section 1.3.    Incorporation by Reference of Trust Indenture Act.    


        Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture
have the following meanings: 


        "Commission"
means the SEC. 


        "indenture
securities" means the Securities. 


        "indenture
security holder" means a Securityholder. 


        "indenture
to be qualified" means this Indenture. 


        "indenture
trustee" or "institutional trustee" means the Trustee. 


        "obligor"
on the indenture securities means the Company and any successor obligor upon the Securities. 


4





 



        All
other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA and not otherwise defined herein are
used herein as so defined. 


        Section 1.4.    Rules of Construction.    


        Unless
the context otherwise requires: 



        (a)   a
term has the meaning assigned to it; 


        (b)   an
accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles; 


        (c)   references
to "generally accepted accounting principles" shall mean generally accepted accounting principles in effect as of the time when and for the period as to which
such accounting principles are to be applied; 


        (d)   "or"
is not exclusive; 


        (e)   words
in the singular include the plural, and in the plural include the singular; and 


        (f)    provisions
apply to successive events and transactions. 



ARTICLE II.

THE SECURITIES  


        Section 2.1.    Issuable in Series.    


        The
aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Series. All Securities
of a Series shall be identical except as may be set forth in a Board Resolution, a supplemental indenture or an Officers' Certificate detailing the adoption of the terms thereof pursuant to the
authority granted under a Board Resolution. In the case of Securities of a Series to be issued from time to time, the Board Resolution, Officers' Certificate or supplemental indenture may provide for
the method by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined. Securities may differ between Series in respect
of any matters, provided that all Series of Securities shall be equally and ratably entitled to the benefits of the Indenture. 


        Section 2.2.    Establishment of Terms of Series of Securities.    


        At
or prior to the issuance of any Securities within a Series, the following shall be established (as to the Series generally, in the case of Subsection 2.2.1 and either as to such
Securities within the Series or as to the Series generally in the case of Subsections 2.2.2 through 2.2.23) by a Board Resolution, a supplemental indenture or an Officers' Certificate pursuant to
authority granted under a Board Resolution: 



        2.2.1. the
title of the Series (which shall distinguish the Securities of that particular Series from the Securities of any other Series); 


        2.2.2. the
price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the Series will be issued; 


        2.2.3. any
limit upon the aggregate principal amount of the Securities of the Series which may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or 9.6); 


        2.2.4. the
date or dates on which the principal of the Securities of the Series is payable; 



5





 




        2.2.5. the
rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates (including, but not limited to, any
commodity, commodity index, stock exchange index or financial index) at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest, if any, shall
accrue, the date or dates on which such interest, if any, shall commence and be payable and any regular record date for the interest payable on any interest payment date; 


        2.2.6. the
place or places where the principal of, premium and interest, if any, on the Securities of the Series shall be payable, or the method of such payment, if by wire
transfer, mail or other means; 



        2.2.7. if
applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which the Securities of the Series may be redeemed,
in whole or in part, at the option of the Company; 


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


        2.2.9. the
dates, if any, on which and the price or prices at which the Securities of the Series will be repurchased by the Company at the option of the Holders thereof and
other detailed terms and provisions of such repurchase obligations; 


        2.2.10. if
other than denominations of $1,000 and any integral multiple thereof, the denominations in which the Securities of the Series shall be issuable; 


        2.2.11. the
forms of the Securities of the Series in bearer or fully registered form (and, if in fully registered form, whether the Securities will be issuable as Global
Securities); 


        2.2.12. if
other than the principal amount thereof, the portion of the principal amount of the Securities of the Series that shall be payable upon declaration of
acceleration of the maturity thereof pursuant to Section 6.2; 


        2.2.13. the
currency of denomination of the Securities of the Series, which may be Dollars or any Foreign Currency, including, but not limited to, the ECU, and if such
currency of denomination is a composite currency other than the ECU, the agency or organization, if any, responsible for overseeing such composite currency; 



        2.2.14. the
designation of the currency, currencies or currency units in which payment of the principal of, premium and interest, if any, on the Securities of the Series
will be made; 


        2.2.15. if
payments of principal of, premium or interest, if any, on the Securities of the Series are to be made in one or more currencies or currency units other than that
or those in which such Securities are denominated, the manner in which the exchange rate with respect to such payments will be determined; 


        2.2.16. the
manner in which the amounts of payment of principal of, premium or interest, if any, on the Securities of the Series will be determined, if such amounts may be
determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index; 


        2.2.17. the
provisions, if any, relating to any security provided for the Securities of the Series; 



6





 




        2.2.18. any
addition to or change in the Events of Default which applies to any Securities of the Series and any change in the right of the Trustee or the requisite Holders
of such Securities to declare the principal amount thereof due and payable pursuant to Section 6.2; 


        2.2.19. any
addition to or change in the covenants set forth in Articles IV or V which applies to Securities of the Series; 


        2.2.20. any
conversion provisions whereby the Securities of the Series are convertible into common stock or other securities or property of the Company and the terms
thereof, including the conversion price, the conversion period, provisions as to whether conversion will be mandatory, at the option of the Holder or at the Company's option, the events requiring an
adjustment of the conversion price and provisions affecting conversion if such Securities of the Series are redeemed; 


        2.2.21. whether
the Securities of the Series will be senior Securities or subordinated Securities and, if applicable, a description of the subordination terms thereof; 


        2.2.22. any
other terms of the Securities of the Series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by
Section 9.1, but which may modify or delete any provision of this Indenture insofar as it applies to such Series); and 



        2.2.23. any
depositories, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such Series if other than those
appointed herein. 




        All
Securities of any one Series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to
the Board Resolution, supplemental indenture or Officers' Certificate referred to above, and the authorized principal amount of any Series may not be increased to provide for issuances of additional
Securities of such Series, unless otherwise provided in such Board Resolution, supplemental indenture or Officers' Certificate. 



        Section 2.3.    Execution and Authentication.    


        Two
Officers shall sign the Securities for the Company by manual or facsimile signature. 


        If
an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid. 


        A
Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture. 


        The
Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto
or Officers' Certificate, upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or
its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each Security shall be dated the date of its authentication unless otherwise provided by a Board
Resolution, a supplemental indenture hereto or an Officers' Certificate. 


        The
aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board
Resolution, supplemental indenture hereto or Officers' Certificate delivered pursuant to Section 2.2, except as provided in Section 2.8. 


7









   
        Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.2) shall be fully protected in relying on: (a) the Board
Resolution, supplemental indenture hereto or Officers' Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that
Series or of Securities within that Series, (b) an Officers' Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4. 



        The
Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised by counsel, determines that such action
may not lawfully be taken; or (b) if the Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors and/or vice-presidents
shall determine that such action would expose the Trustee to personal liability to Holders of any then outstanding Series of Securities. 


        The
Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an
Affiliate. 


        Section 2.4.    Registrar and Paying Agent.    


        The
Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency
where Securities of such Series may be presented or surrendered for payment ("Paying Agent"), where Securities of such Series may be surrendered for registration of transfer or exchange ("Registrar")
and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served ("Service Agent"). The Registrar shall keep a register with respect to
each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each
Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the
name and 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 co-registrars, additional paying agents or additional service agents and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a
Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 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 name or address of any such co-registrar, additional paying agent or additional service agent. The term "Registrar"
includes any co-registrar; the term "Paying Agent" includes any additional paying agent; and the term "Service Agent" includes any additional service agent. 


        The
Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be,
is appointed prior to the time Securities of that Series are first issued. 


        Section 2.5.    Paying Agent to Hold Money in Trust.    


        The
Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust, for the benefit of Securityholders of any Series of
Securities, or the Trustee, all money held by the Paying Agent for the payment of principal of or interest on the Series of Securities, and will notify the Trustee of any default by the Company in
making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it 


8





 



to
the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Securityholders
of any Series of Securities all money held by it as Paying Agent. 


        Section 2.6.    Securityholder Lists.    


        The
Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders of each Series of
Securities and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least ten days before each interest payment date
and at such other times as the Trustee may request in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses of Securityholders of each
Series of Securities. 


        Section 2.7.    Transfer and Exchange.    


        Where
Securities of a Series are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of
Securities of the same Series, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the
Trustee shall authenticate Securities at the Registrar's request. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the
Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental
charge payable upon exchanges pursuant to Sections 2.11, 3.6 or 9.6). 


        Neither
the Company nor the Registrar shall be required (a) to issue, register the transfer of, or exchange Securities of any Series for the period beginning at the opening of
business fifteen days immediately preceding the mailing of a notice of redemption of Securities of that Series selected for redemption and ending at the close of business on the day of such mailing,
or (b) to register the transfer of or exchange Securities of any Series selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities selected,
called or being called for redemption in part. 


        Section 2.8.    Mutilated, Destroyed, Lost and Stolen Securities.    


        If
any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same Series
and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 



        If
there shall be delivered to the Company and 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 Company shall execute and upon its request the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security, a new
Security of the same Series and of like tenor and principal amount 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. 


9





 



        Every
new Security of any Series 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 of that Series 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 2.9.    Outstanding Securities.    


        The
Securities outstanding at any time are all the Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in
the interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this Section as not outstanding. 


        If
a Security is replaced pursuant to Section 2.8, it ceases to be outstanding until the Trustee receives proof satisfactory to it that the replaced Security is held by a bona
fide purchaser. 


        If
the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds on the Maturity of Securities of a Series money sufficient to pay such Securities payable
on that date, then on and after that date such Securities of the Series cease to be outstanding and interest on them ceases to accrue. 


        A
Security does not cease to be outstanding because the Company or an Affiliate holds the Security. 


        In
determining whether the Holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver
hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall be the
amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.2. 


        Section 2.10.    Treasury Securities.    


        In
determining whether the Holders of the required principal amount of Securities of a Series have concurred in any request, demand, authorization, direction, notice, consent or waiver
Securities of a Series owned by the Company or an Affiliate shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such request,
demand, authorization, direction, notice, consent or waiver only Securities of a Series that the Trustee knows are so owned shall be so disregarded. 


        Section 2.11.    Temporary Securities.    


        Until
definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities upon a Company Order. Temporary Securities shall be
substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and
the Trustee upon request shall authenticate definitive Securities of the same Series and date of maturity in exchange for temporary Securities. Until so exchanged, temporary securities shall have the
same rights under this Indenture as the definitive Securities. 


        Section 2.12.    Cancellation.    


        The
Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for
registration of 


10





 



transfer,
exchange or payment. The Trustee shall cancel all Securities surrendered for transfer, exchange, payment, replacement or cancellation and shall destroy such canceled Securities (subject to
the record retention requirement of the Exchange Act) and deliver a certificate of such destruction to the Company, unless the Company otherwise directs. The Company may not issue new Securities to
replace Securities that it has paid or delivered to the Trustee for cancellation. 


        Section 2.13.    Defaulted Interest.    



        If
the Company defaults in a payment of interest on a Series of Securities, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on the
defaulted interest, to the persons who are Securityholders of the Series on a subsequent special record date. The Company shall fix the record date and payment date. At least 30 days before the
record date, the Company shall mail to the Trustee and to each Securityholder of the Series a notice that states the record date, the payment date and the amount of interest to be paid. The
Company may pay defaulted interest in any other lawful manner. 


        Section 2.14.    Global Securities.    



        2.14.1.    Terms of Securities.    A Board Resolution, a supplemental indenture hereto or an Officers' Certificate
shall establish whether the Securities of a Series shall be issued in whole or in part in the form of one or more Global Securities and the Depository for such Global Security or Securities. 


        2.14.2.    Transfer and Exchange.    Notwithstanding any provisions to the contrary contained in Section 2.7 of
the Indenture and in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.7 of the Indenture for Securities registered in the names of Holders other than the
Depository for such Security or its nominee only if (i) such Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Security or if at any time
such Depository ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Company fails to appoint a successor Depository within 90 days of such event,
(ii) the Company executes and delivers to the Trustee an Officers' Certificate to the effect that such Global Security shall be so exchangeable or (iii) an Event of Default with respect
to the Securities represented by such Global Security shall have happened and be continuing. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for
Securities registered in such names as the Depository shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms. 



        Except
as provided in this Section 2.14.2, a Global Security may not be transferred except as a whole by the Depository with respect to such Global Security to a nominee of such
Depository, by a nominee of such Depository to such Depository or another nominee of such Depository or by the Depository or any such nominee to a successor Depository or a nominee of such a successor
Depository. 


        2.14.3.    Legend.    Any Global Security issued hereunder shall bear a legend in substantially the following form: 



        "This
Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository or a nominee of the Depository. This
Security is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and may not be
transferred except as a whole by the Depository to a nominee of the Depository, by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such
nominee to a successor Depository or a nominee of such a successor Depository." 



11





 




        2.14.4.    Acts of Holders.    The Depository, as a Holder, may appoint agents and otherwise authorize participants to
give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the Indenture. 



        2.14.5.    Payments.    Notwithstanding the other provisions of this Indenture, unless otherwise specified as
contemplated by Section 2.2, payment of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof. 


        2.14.6.    Consents, Declaration and Directions.    Except as provided in Section 2.14.5, the Company, the
Trustee and any Agent shall treat a person as the Holder of such principal amount of outstanding Securities of such Series represented by a Global Security as shall be specified in a written statement
of the Depositary with respect to such Global Security, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture. 




        Section 2.15.    CUSIP Numbers.    


        The
Company in issuing the Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the
Securities or as contained in any notice of a redemption and that reliance may be placed only on the other elements of identification printed on the Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers. 


ARTICLE III.

REDEMPTION  


        Section 3.1.    Notice to Trustee.    


        The
Company may, with respect to any Series of Securities, reserve the right to redeem and pay the Series of Securities or may covenant to redeem and pay the Series of Securities or any
part thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such Securities. If a Series of Securities is redeemable and the Company wants or is obligated to
redeem prior to the Stated Maturity thereof all or part of the Series of Securities pursuant to the terms of such Securities, it shall notify the Trustee of the redemption date and the principal
amount of Series of Securities to be redeemed. The Company shall give the notice at least 45 days before the redemption date (or such shorter notice as may be acceptable to the Trustee). 


        Section 3.2.    Selection of Securities to be Redeemed.    



        Unless
otherwise indicated for a particular Series by a Board Resolution, a supplemental indenture or an Officers' Certificate, if less than all the Securities of a Series are to be
redeemed, the Trustee shall select the Securities of the Series to be redeemed in any manner that the Trustee deems fair and appropriate. The Trustee shall make the selection from Securities of the
Series outstanding not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities of the Series that have denominations larger than $1,000.
Securities of the Series and portions of them it selects shall be in amounts of $1,000 or whole multiples of $1,000 or, with respect to Securities of any Series issuable in other denominations
pursuant to Section 2.2.10, the minimum principal denomination for each Series and integral multiples thereof. Provisions of this Indenture that apply to Securities of a Series called for
redemption also apply to portions of Securities of that Series called for redemption. 


        Section 3.3.    Notice of Redemption.    


        Unless
otherwise indicated for a particular Series by Board Resolution, a supplemental indenture hereto or an Officers' Certificate, at least 30 days but not more than
60 days before a redemption date, 


12





 



the
Company shall mail a notice of redemption by first-class mail to each Holder whose Securities are to be redeemed and if any Bearer Securities are outstanding, publish on one occasion a notice in
an Authorized Newspaper. 


        The
notice shall identify the Securities of the Series to be redeemed and shall state: 



        (a)   the
redemption date; 


        (b)   the
redemption price; 


        (c)   the
name and address of the Paying Agent; 


        (d)   that
Securities of the Series called for redemption must be surrendered to the Paying Agent to collect the redemption price; 


        (e)   that
interest on Securities of the Series called for redemption ceases to accrue on and after the redemption date; and 



        (f)    any
other information as may be required by the terms of the particular Series or the Securities of a Series being redeemed. 




        At
the Company's request, the Trustee shall give the notice of redemption in the Company's name and at its expense. 


        Section 3.4.    Effect of Notice of Redemption.    


        Once
notice of redemption is mailed or published as provided in Section 3.3, Securities of a Series called for redemption become due and payable on the redemption date and at the
redemption price. A notice of redemption may not be conditional. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price plus accrued interest to the redemption date. 


        Section 3.5.    Deposit of Redemption Price.    


        On
or before the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued interest, if any, on all Securities to be
redeemed on that date. 


        Section 3.6.    Securities Redeemed in Part.    



        Upon
surrender of a Security that is redeemed in part, the Trustee shall authenticate for the Holder a new Security of the same Series and the same maturity equal in principal amount to
the unredeemed portion of the Security surrendered. 


ARTICLE IV.

COVENANTS  


        Section 4.1.    Payment of Principal and Interest.    



        The
Company covenants and agrees for the benefit of the Holders of each Series of Securities that it will duly and punctually pay the principal of and interest, if any, on the Securities
of that Series in accordance with the terms of such Securities and this Indenture. 


13









   
        Section 4.2.    SEC Reports.    


        The
Company shall deliver to the Trustee within 15 days after it files them with the SEC 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 SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act. The Company also shall comply with the other provisions of TIA § 314(a). 


        Section 4.3.    Compliance Certificate.    


        The
Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, an Officers' Certificate stating that a review of the activities of the
Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed
and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his knowledge the Company has kept, observed, performed
and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of Default of which he may have knowledge). 


        The
Company will, so long as any of the Securities are outstanding, deliver to the Trustee, forthwith upon becoming 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 4.4.    Stay, Extension and Usury Laws.    


        The
Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay, extension or usury law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture or the Securities; and the Company (to the
extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not, by resort to any such law, 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 has been enacted. 


ARTICLE V.

SUCCESSORS  


        Section 5.1.    When Company May Merge, Etc.    


        The
Company shall not consolidate with or merge with or into, or convey, transfer or lease its properties and assets substantially in their entirety (computed on a consolidated basis)
to, any person (a "successor person"), unless: 



        (a)   either
(i) the Company is the surviving entity or (ii) the successor person is a corporation, partnership, trust or other entity organized and validly
existing under the laws of any U.S. domestic jurisdiction and expressly assumes, by a supplemental indenture, the Company's obligations on the Securities and under this Indenture and 


        (b)   immediately
after giving effect to the transaction, no Default or Event of Default, shall have occurred and be continuing. 




        The
Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the
proposed transaction and such supplemental indenture comply with this Indenture. 


14





 

        Section 5.2.    Successor Substituted.    



        Upon
any consolidation or merger, or any conveyance, transfer or lease of the properties and assets of the Company substantially in their entirety in accordance with Section 5.1,
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 has been named as the Company herein; provided, however, that the
predecessor Company in the case of a conveyance or transfer (other than a lease) shall be released from the obligations and covenants under this Indenture and the Securities. 


ARTICLE VI.

DEFAULTS AND REMEDIES  


        Section 6.1.    Events of Default.    


        "Event
of Default," wherever used herein with respect to Securities of any Series, means any one of the following events, unless in the establishing Board Resolution, supplemental
indenture or Officers' Certificate, it is provided that such Series shall not have the benefit of such Event of Default: 



        (a)   default
in the payment of any interest on any Security of that Series when it becomes due and payable, and continuance of such default for a period of 30 days
(unless the entire amount of such payment is deposited by the Company with the Trustee or with a Paying Agent prior to the expiration of such period of 30 days); or 


        (b)   default
in the payment of the principal of or premium on any Security of that Series at its Maturity; or 


        (c)   default
in the deposit of any sinking fund payment, when and as due in respect of any Security of that Series; or 



        (d)   default
in the performance or breach of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty that has been included in this
Indenture solely for the benefit of Series of Securities other than that Series), which default continues uncured 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 a majority in 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 



        (e)   the
Company or any of its Significant Subsidiaries pursuant to or within the meaning of any Bankruptcy Law: 



        (i)    commences
a voluntary case, 


        (ii)   consents
to the entry of an order for relief against it in an involuntary case, 


        (iii)  consents
to the appointment of a Custodian of it or for all or substantially all of its property, 



        (iv)  makes
a general assignment for the benefit of its creditors, or 


        (v)   generally
is unable to pay its debts as the same become due; or 




15





 






        (f)    a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 



        (i)    is
for relief against the Company or any of its Significant Subsidiaries in an involuntary case, 


        (ii)   appoints
a Custodian of the Company or any of its Significant Subsidiaries or for all or substantially all of its property, or 


        (iii)  orders
the liquidation of the Company or any of its Significant Subsidiaries, 





and
the order or decree remains unstayed and in effect for 60 days; or 



        (g)   any
other Event of Default provided with respect to Securities of that Series, which is specified in a Board Resolution, a supplemental indenture hereto or an Officers'
Certificate, in accordance with Section 2.2.18. 




        The
term "Bankruptcy Law" means title 11, U.S. Code or any similar Federal or State law for the relief of debtors. The term "Custodian" means any receiver, trustee, assignee, liquidator
or similar official under any Bankruptcy Law. 


        Section 6.2.    Acceleration of Maturity; Rescission and Annulment.    



        If
an Event of Default with respect to Securities of any Series at the time outstanding occurs and is continuing (other than an Event of Default referred to in Section 6.1(e) or
(f)) then in every such case the Trustee or the Holders of not less than a majority in principal amount of the outstanding Securities of that Series may declare the principal amount (or, if any
Securities of that Series are Discount Securities, such portion of the principal amount as may be specified in the terms of such Securities) of and accrued and unpaid interest, if any, on 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) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default specified in Section 6.1(e) or (f) shall occur, the principal
amount (or specified amount) of and accrued and unpaid interest, if any, on all outstanding Securities shall ipso facto become and be immediately due
and payable without any declaration or other act on the part of the Trustee or any Holder. 


        At
any time after such a declaration of acceleration with respect to 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 a majority in 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: 



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



        (i)    all
overdue interest, if any, on all Securities of that Series, 



        (ii)   the
principal of any Securities of that Series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates
prescribed therefor in such Securities, 


        (iii)  to
the extent that payment of such interest is lawful, interest upon any overdue principal and overdue interest at the rate or rates prescribed therefor in such
Securities, and 


        (iv)  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 


16





 

        (b)   all
Events of Default with respect to Securities of that Series, other than the non-payment of the principal and interest, if any, of Securities of that
Series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13. 




        No
such rescission shall affect any subsequent Default or impair any right consequent thereon. 


        Section 6.3.    Collection of Indebtedness and Suits for Enforcement by Trustee.    


        The
Company covenants that if 



        (a)   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 


        (b)   default
is made in the payment of principal of any Security at the Maturity thereof, or 


        (c)   default
is made in the deposit of any sinking fund payment when and as due by the terms of a Security, 




then, 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 and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal or 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. 


        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 such Securities and collect
the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. 


        If
an Event of Default with respect to any 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 6.4.    Trustee May File Proofs of Claim.    


        In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the
Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall
then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or
interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, 



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



17





 

        (b)   to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same, 




and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the
Trustee
and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, 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 7.7. 


        Nothing
herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan 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. 



        Section 6.5.    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 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 6.6.    Application of Money Collected.    


        Any
money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal or 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 under Section 7.7; and 



        Second:
To the payment of the amounts then due and unpaid for principal of and interest on the Securities 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 Securities for principal and interest, respectively; and 


        Third:
To the Company. 


        Section 6.7.    Limitation on Suits.    



        No
Holder of any Security 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 



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


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



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



18





 




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



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



        Section 6.8.    Unconditional Right of Holders to Receive Principal 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
interest, if any, on such Security on the Stated Maturity or 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 6.9.    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 6.10.    Rights and Remedies Cumulative.    


        Except
as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in Section 2.8, 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 6.11.    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. 


        Section 6.12.    Control by Holders.    


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



        (a)   such
direction shall not be in conflict with any rule of law or with this Indenture, 



19





 

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



        (c)   subject
to the provisions of Section 6.1, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a
Responsible Officer of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability. 




        Section 6.13.    Waiver of Past Defaults.    


        The
Holders of not less than a majority in 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 in the payment of the principal of, premium or interest on any Security of such Series (provided, however, that the
Holders of a majority in principal amount of the outstanding Securities of any Series may rescind an acceleration and its consequences, including any related payment default that resulted from such
acceleration). 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 6.14.    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, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, to any
suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the outstanding Securities of any Series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or interest on any Security on or after the Stated
Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the redemption date). 


ARTICLE VII.

TRUSTEE  


        Section 7.1.    Duties of Trustee.    



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


        (b)   Except
during the continuance of an Event of Default: 



        (i)    The
Trustee need perform only those duties that are specifically set forth in this Indenture and no others. 



        (ii)   In
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein,
upon Officers' Certificates or Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture; however, in the case
of any such Officers' Certificates or Opinions of Counsel which by any provisions hereof are specifically required to be furnished 




20





 





to
the Trustee, the Trustee shall examine such Officers' Certificates and Opinions of Counsel to determine whether or not they conform to the requirements of this Indenture. 




        (c)   The
Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: 



        (i)    This
paragraph does not limit the effect of paragraph (b) of this Section. 



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


        (iii)  The
Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it with respect to Securities of any Series in good faith in
accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of such Series relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series. 




        (d)   Every
provision of this Indenture that in any way relates to the Trustee is subject to paragraph (a), (b) and (c) of this Section. 


        (e)   The
Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense. 


        (f)    The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee
need not be segregated from other funds except to the extent required by law. 



        (g)   No
provision of this Indenture shall require the Trustee to risk its own funds or otherwise incur any financial liability in the performance of any of its duties, 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 is not reasonably assured to it. 


        (h)   The
Paying Agent, the Registrar and any authenticating agent shall be entitled to the protections, immunities and standard of care as are set forth in paragraphs (a),
(b) and (c) of this Section with respect to the Trustee. 




        Section 7.2.    Rights of Trustee.    



        (a)   The
Trustee may rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by
the proper person. The Trustee need not investigate any fact or matter stated in the document. 


        (b)   Before
the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it
takes or omits to take in good faith in reliance on such Officers' Certificate or Opinion of Counsel. 


        (c)   The
Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an
agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository. 


        (d)   The
Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers. 



21











  



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


        (f)    The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of
Securities unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such
request or direction. 




        Section 7.3.    Individual Rights of Trustee.    


        The
Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or an Affiliate with the same rights it would
have if it were not Trustee. Any Agent may do the same with like rights. The Trustee is also subject to Sections 7.10 and 7.11. 



        Section 7.4.    Trustee's Disclaimer.    


        The
Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company's use of the proceeds from the
Securities, and it shall not be responsible for any statement in the Securities other than its authentication. 


        Section 7.5.    Notice of Defaults.    



        If
a Default or Event of Default occurs and is continuing with respect to the Securities of any Series and if it is known to a Responsible Officer of the Trustee, the Trustee shall mail
to each Securityholder of the Securities of that Series and, if any Bearer Securities are outstanding, publish on one occasion in an Authorized Newspaper, notice of a Default or Event of Default
within 90 days after it occurs or, if later, after a Responsible Officer of the Trustee has knowledge of such Default or Event of Default. Except in the case of a Default or Event of Default in
payment of principal of or interest on any Security of any Series, the Trustee may withhold the notice if and so long as its corporate trust
committee or a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Securityholders of that Series. 



        Section 7.6.    Reports by Trustee to Holders.    


        Within
60 days after May 15 in each year, the Trustee shall transmit by mail to all Securityholders, as their names and addresses appear on the register kept by the
Registrar and, if any Bearer Securities are outstanding, publish in an Authorized Newspaper, a brief report dated as of such May 15, in accordance with, and to the extent required under, TIA
§ 313. 


        A
copy of each report at the time of its mailing to Securityholders of any Series shall be filed with the SEC and each stock exchange on which the Securities of that Series are listed.
The Company shall promptly notify the Trustee when Securities of any Series are listed on any stock exchange. 


        Section 7.7.    Compensation and Indemnity.    


        The
Company shall pay to the Trustee from time to time reasonable compensation for its services. The Trustee's compensation shall not be limited by any law on compensation of a trustee
of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable
compensation and expenses of the Trustee's agents and counsel. 


        The
Company shall indemnify the Trustee (including the cost of defending itself) against any loss, liability or expense incurred by it except as set forth in the next paragraph in the
performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the claim and
the Trustee shall 


22





 



cooperate
in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. 


        The
Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee
through negligence or bad faith. 


        To
secure the Company's payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any Series on all money or property held or collected by the
Trustee, except that held in trust to pay principal and interest on particular Securities of that Series. 


        When
the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(e) or (f) occurs, the expenses and the compensation for the services
are intended to constitute expenses of administration under any Bankruptcy Law. 


        Section 7.8.    Replacement of Trustee.    



        A
resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this
Section. 


        The
Trustee may resign with respect to the Securities of one or more Series by so notifying the Company. The Holders of a majority in principal amount of the Securities of any Series may
remove the Trustee with respect to that Series by so notifying the Trustee and the Company. The Company may remove the Trustee with respect to Securities of one or more Series if: 



        (a)   the
Trustee fails to comply with Section 7.10; 


        (b)   the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; 


        (c)   a
Custodian or public officer takes charge of the Trustee or its property; or 


        (d)   the
Trustee becomes incapable of acting. 




        If
the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the
successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Securities may appoint a successor Trustee to replace the successor Trustee appointed by the
Company. 


        If
a successor Trustee with respect to the Securities of any one or more Series does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring
Trustee, the Company or the Holders of at least 10% in principal amount of the Securities of the applicable Series may petition any court of competent jurisdiction for the appointment of a successor
Trustee. 


        If
the Trustee with respect to the Securities of any one or more Series fails to comply with Section 7.10, any Securityholder of the applicable Series may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 


        A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee shall transfer all
property held by it as Trustee to the successor Trustee subject to the lien provided for in Section 7.7, the resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee with respect to each Series of Securities for which it is acting as Trustee under this Indenture. A successor Trustee
shall mail a notice of its succession to each Securityholder of each such Series and, if any Bearer Securities are outstanding, publish such notice on one occasion in an Authorized Newspaper.
Notwithstanding replacement of the Trustee pursuant to this 


23





 



Section 7.8,
the Company's obligations under Section 7.7 hereof shall continue for the benefit of the retiring trustee with respect to expenses and liabilities incurred by it prior to
such replacement. 


        Section 7.9.    Successor Trustee by Merger, etc.    



        If
the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation
without any further act shall be the successor Trustee. 


        Section 7.10.    Eligibility; Disqualification.    


        This
Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee shall always have a combined capital and
surplus of at least $25,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA § 310(b). 



        Section 7.11.    Preferential Collection of Claims Against Company.    


        The
Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall
be subject to TIA § 311(a) to the extent indicated. 


ARTICLE VIII.

SATISFACTION AND DISCHARGE; DEFEASANCE  


        Section 8.1.    Satisfaction and Discharge of Indenture.    


        This
Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.1), and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 



        (a)   either




        (i)    all
Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been
delivered to the Trustee for cancellation; or 


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




        (1)   have
become due and payable, or 


        (2)   will
become due and payable at their Stated Maturity within one year, or 



        (3)   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, or 


        (4)   are
deemed paid and discharged pursuant to Section 8.3, as applicable; 




and
the Company, in the case of (1), (2) or (3) above, has deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and
discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities
which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; 



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



24





 

        (c)   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. 




        Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.7, and, if money shall have been deposited with the
Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.4, 2.7, 2.8, 8.1 8.2 and 8.5 shall survive. 


        Section 8.2.    Application of Trust Funds; Indemnification.    



        (a)   Subject
to the provisions of Section 8.5, all money deposited with the Trustee pursuant to Section 8.1, all money and U.S. Government Obligations or
Foreign Government Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4 and all money received by the Trustee in respect of U.S. Government Obligations or Foreign Government
Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4, 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 interest
for whose payment such money has been deposited with or received by the Trustee or to make mandatory sinking fund payments or analogous payments as contemplated by Sections 8.3 or 8.4. 


        (b)   The
Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations or Foreign
Government Obligations deposited pursuant to Sections 8.3 or 8.4 or the interest and principal received in respect of such obligations other than any payable by or on behalf of Holders. 


        (c)   The
Trustee shall deliver or pay to the Company from time to time upon Company Request any U.S. Government Obligations or Foreign Government Obligations or money held by
it as provided in Sections 8.3 or 8.4 which, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the
Trustee, are then in excess of the amount thereof which then would have been required to be deposited for the purpose for which such U.S. Government Obligations or Foreign Government Obligations or
money were deposited or received. This provision shall not authorize the sale by the Trustee of any U.S. Government Obligations or Foreign Government Obligations held under this Indenture. 




        Section 8.3.    Legal Defeasance of Securities of any Series.    



        Unless
this Section 8.3 is otherwise specified, pursuant to Section 2.2.22, to be inapplicable to Securities of any Series, the Company shall be deemed to have paid and
discharged the entire indebtedness on all the outstanding Securities of such Series on the 91st day after the date of the deposit referred to in subparagraph (d) hereof, and the provisions of
this Indenture, as it relates to such outstanding Securities of such Series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, at Company Request, execute proper
instruments acknowledging the same), except as to: 



        (a)   the
rights of Holders of Securities of such Series to receive, from the trust funds described in subparagraph (d) hereof, (i) payment of the principal of
and each installment of principal of and interest on the outstanding Securities of such Series on the Stated Maturity of such principal or installment of principal or interest and (ii) the
benefit of any mandatory sinking fund payments applicable to the Securities of such Series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the
Securities of such Series; 


        (b)   the
provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3 and 8.5; and 


        (c)   the
rights, powers, trust and immunities of the Trustee hereunder; 



25





 





provided
that, the following conditions shall have been satisfied: 



        (d)   the
Company shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for and dedicated solely to the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars
(or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a
Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof, in accordance with their terms,
will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash,
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 each
installment of principal (including mandatory sinking fund or analogous payments) of and interest, if any, on all the Securities of such Series on the dates such installments of interest or principal
are due; 


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


        (f)    no
Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period
ending on the 91st day after such date; 


        (g)   the
Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (i) the Company has received from, or there
has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either
case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities of such Series will not recognize income, gain or loss for Federal income tax
purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if
such deposit, defeasance and discharge had not occurred; 


        (h)   the
Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders
of the Securities of such Series over any other creditors of the company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; 


        (i)    such
deposit shall not result in the trust arising from such deposit constituting an investment company (as defined in the Investment Company Act of 1940, as amended),
or such trust shall be qualified under such Act or exempt from regulation thereunder; and 



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




        Section 8.4.    Covenant Defeasance.    


        Unless
this Section 8.4 is otherwise specified pursuant to Section 2.2.22 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the
deposit referred to in subparagraph (a) hereof, the Company may omit to comply with any term, provision or condition set forth under Sections 4.2, 4.3, 4.4 and 5.1 as well as any additional
covenants contained in a supplemental indenture hereto for a particular Series of Securities or a Board Resolution or an 


26





 



Officers'
Certificate delivered pursuant to Section 2.2.22 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default under Section 6.1) and
the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers' Certificate delivered pursuant to Section 2.2.18 and
designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been
satisfied: 



        (a)   With
reference to this Section 8.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.2(c)) with the Trustee
as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in
Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such
Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof, in
accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money,
an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay
principal and interest, if any, on and any mandatory sinking fund in respect of the Securities of such Series on the dates such installments of interest or principal are due; 



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


        (c)   No
Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period
ending on the 91st day after such date; 


        (d)   the
Company shall have delivered to the Trustee an Opinion of Counsel confirming that Holders of the Securities of such Series will not recognize income, gain or loss
for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been
the case if such deposit and defeasance had not occurred; 


        (e)   the
Company shall have delivered to the Trustee an Officers' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the
Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and 


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




        Section 8.5.    Repayment to Company.    


        The
Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal and interest that remains unclaimed for two years. After that,
Securityholders entitled to the money must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person. 


27








   ARTICLE IX.

AMENDMENTS AND WAIVERS  


        Section 9.1.    Without Consent of Holders.    



        The
Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Securityholder: 



        (a)   to
cure any ambiguity, defect or inconsistency; 


        (b)   to
comply with Article V; 


        (c)   to
provide for uncertificated Securities in addition to or in place of certificated Securities; 


        (d)   to
make any change that does not adversely affect the rights of any Securityholder; 


        (e)   to
provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; 


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



        (g)   to
comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. 




        Section 9.2.    With Consent of Holders.    


        The
Company and the Trustee may enter into a supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of
each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the Securities of such Series), for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Securityholders of each
such Series. Except as provided in Section 6.13, the Holders of at least a majority in principal amount of the outstanding Securities of each Series affected by such waiver by notice to the
Trustee (including consents obtained in connection with a tender offer or exchange offer for the Securities of such Series) may waive compliance by the Company with any provision of this Indenture or
the Securities with respect to such Series. 


        It
shall not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed supplemental indenture or waiver, but
it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this section becomes effective, the Company shall mail to the Holders of
Securities affected thereby and, if any Bearer Securities affected thereby are outstanding, publish on one occasion in an Authorized Newspaper, a notice briefly describing the supplemental indenture
or waiver. Any failure by the Company to mail or publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. 


        Section 9.3.    Limitations.    


        Without
the consent of each Securityholder affected, an amendment or waiver may not: 



        (a)   reduce
the amount of Securities whose Holders must consent to an amendment, supplement or waiver; 


        (b)   reduce
the rate of or extend the time for payment of interest (including default interest) on any Security; 



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        (c)   reduce
the principal of or premium on or change the Stated Maturity of any Security or reduce the amount of, or postpone the date fixed for, the payment of any sinking
fund or analogous obligation; 


        (d)   reduce
the principal amount of Discount Securities payable upon acceleration of the maturity thereof; 


        (e)   waive
a Default or Event of Default in the payment of the principal of, premium or interest, if any, on any Security (except a rescission of acceleration of the
Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such Series and a waiver of the payment default that resulted from such
acceleration); 


        (f)    make
the principal of or premium or interest, if any, on any Security payable in any currency other than that stated in the Security; 


        (g)   make
any change in Sections 6.8, 6.13, 9.3 (this sentence), 10.15 or 10.16; or 


        (h)   waive
a redemption payment with respect to any Security. 




        Section 9.4.    Compliance with Trust Indenture Act.    


        Every
amendment to this Indenture or the Securities of one or more Series shall be set forth in a supplemental indenture hereto that complies with the TIA as then in effect. 


        Section 9.5.    Revocation and Effect of Consents.    



        Until
an amendment or waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder's Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the
consent as to his Security or portion of a Security if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. 


        Any
amendment or waiver once effective shall bind every Securityholder of each Series affected by such amendment or waiver unless it is of the type described in any of clauses
(a) through (h) of Section 9.3. In that case, the amendment or waiver shall bind each Holder of a Security who has consented to it and every subsequent Holder of a Security or
portion of a Security that evidences the same debt as the consenting Holder's Security. 


        Section 9.6.    Notation on or Exchange of Securities.    


        The
Trustee may place an appropriate notation about an amendment or waiver on any Security of any Series thereafter authenticated. The Company in exchange for Securities of that Series
may issue and the Trustee shall authenticate upon request new Securities of that Series that reflect the amendment or waiver. 



        Section 9.7.    Trustee Protected.    


        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 7.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. The Trustee shall sign all supplemental indentures, except that the Trustee need not sign any supplemental indenture that adversely affects its rights. 


29





 


ARTICLE X.

MISCELLANEOUS  


        Section 10.1.    Trust Indenture Act Controls.    



        If
any provision of this Indenture limits, qualifies, or conflicts with another provision which is required or deemed to be included in this Indenture by the TIA, such required or deemed
provision shall control. 


        Section 10.2.    Notices.    


        Any
notice or communication by the Company or the Trustee to the other is duly given if in writing and delivered in person or mailed by first-class mail: 



if
to the Company: 


Southwest
Water Company

One Wilshire Building

624 South Grand Avenue

Suite 2900

Los Angeles, CA 90017

Attention:            





if
to the Trustee: 


[Name
of Trustee]

[Address] 








Attention: 





        The
Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. 


        Any
notice or communication to a Securityholder shall be mailed by first-class mail to his address shown on the register kept by the Registrar and, if any Bearer Securities are
outstanding, published in an Authorized Newspaper. Failure to mail a notice or communication to a Securityholder of any Series or any defect in it shall not affect its sufficiency with respect to
other Securityholders of that or any other Series. 


        If
a notice or communication is mailed or published in the manner provided above, within the time prescribed, it is duly given, whether or not the Securityholder receives it. 


        If
the Company mails a notice or communication to Securityholders, it shall mail a copy to the Trustee and each Agent at the same time. 


        Section 10.3.    Communication by Holders with Other Holders.    



        Securityholders
of any Series may communicate pursuant to TIA § 312(b) with other Securityholders of that Series or any other Series with respect to their rights under
this Indenture or the Securities of that Series or all Series. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 


30





 



        Section 10.4.    Certificate and Opinion as to Conditions Precedent.    



        Upon
any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: 



        (a)   an
Officers' Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action
have been complied with; and 


        (b)   an
Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. 




        Section 10.5.    Statements Required in Certificate or Opinion.    


        Each
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA §
314(a)(4)) shall comply with the provisions of TIA §314(e) and shall include: 



        (a)   a
statement that the person making such certificate or opinion has read such covenant or condition; 



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


        (c)   a
statement that, in the opinion of such person, he 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 


        (d)   a
statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. 




        Section 10.6.    Rules by Trustee and Agents.    


        The
Trustee may make reasonable rules for action by or a meeting of Securityholders of one or more Series. Any Agent may make reasonable rules and set reasonable requirements for its
functions. 


        Section 10.7.    Legal Holidays.    


        Unless
otherwise provided by Board Resolution, Officers' Certificate or supplemental indenture for a particular Series, a "Legal Holiday" is any day that is not a Business Day. If a
payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening
period. 


        Section 10.8.    No Recourse Against Others.    


        A
director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder by accepting a Security waives and releases all such liability. The waiver and release are part of
the consideration for the issue of the Securities. 


        Section 10.9.    Counterparts.    


        This
Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all
of which taken together shall constitute one and the same agreement. 


31





 



        Section 10.10.    Governing Laws.    


        THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT
REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.


        Section 10.11.    No Adverse Interpretation of Other Agreements.    



        This
Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture. 


        Section 10.12.    Successors.    


        All
agreements of the Company in this Indenture and the Securities shall bind its successor. All agreements of the Trustee in this Indenture shall bind its successor. 


        Section 10.13.    Severability.    



        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 10.14.    Table of Contents, Headings, Etc.    


        The
Table of Contents, Cross Reference Table, and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a
part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 


        Section 10.15.    Securities in a Foreign Currency or in ECU.    


        Unless
otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers' Certificate delivered pursuant to Section 2.2 of this Indenture with respect to a
particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or
all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other than Dollars
(including ECUs), then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars that could be
obtained for such amount at the Market Exchange Rate at such time. For purposes of this Section 10.15, "Market Exchange Rate" shall mean the noon Dollar buying rate in New York City for cable
transfers of that currency as published by the Federal Reserve Bank of New York; provided, however, in the case of ECUs, Market Exchange Rate shall mean
the rate of exchange determined by the Commission of the European Union (or any successor thereto) as published in the Official Journal of the European Union (such publication or any successor
publication, the "Journal"). If such Market Exchange Rate is not available for any reason with respect to such currency, the Trustee shall use, in its sole discretion and without liability on its
part, such quotation of the Federal Reserve Bank of New York or, in the case of ECUs, the rate of exchange as published in the Journal, as of the most recent available date, or quotations or, in the
case of ECUs, rates of exchange from one or more major banks in The City of New York or in the country of issue of the currency in question or, in the case of ECUs, in Luxembourg or such other
quotations or, in the case of ECUs, rates of exchange as the Trustee, upon consultation with the Company, shall deem appropriate. The provisions of this paragraph shall apply in determining the
equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this
Indenture. 


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


32





 



shall,
in the absence of manifest error, be conclusive to the extent permitted by law for all purposes and irrevocably binding upon the Company and all Holders. 


        Section 10.16.    Judgment Currency.    



        The
Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to
convert the sum due in respect of the principal of or interest or other amount on the Securities of any Series (the "Required Currency") into a currency in which a judgment will be rendered (the
"Judgment Currency"), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with
the Judgment Currency on the day on which final unappealable judgment is entered, unless such day is not a New York Banking Day, then, the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the New York Banking Day preceding the day on which
final unappealable judgment is entered and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, any
recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall
result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or
additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so
expressed to be payable, and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing, "New York Banking Day" means any
day except a Saturday, Sunday or a legal holiday in The City of New York on which banking institutions are authorized or required by law, regulation or executive order to close. 


ARTICLE XI.

SINKING FUNDS  


        Section 11.1.    Applicability of Article.    



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


        The
minimum amount of any sinking fund payment provided for by the terms of the Securities of any Series is herein referred to as a "mandatory sinking fund payment" and any other amount
provided for by the terms of Securities of such Series is herein referred to as an "optional sinking fund payment." If provided for by the terms of Securities of any Series, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 11.2. Each sinking fund payment shall be applied to the redemption of Securities of any Series as provided for by the
terms of the Securities of such Series. 


        Section 11.2.    Satisfaction of Sinking Fund Payments with Securities.    


        The
Company may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities of any Series to be made pursuant to the terms of such Securities
(1) deliver outstanding Securities of such Series to which such sinking fund payment is applicable (other than any of such Securities previously called for mandatory sinking fund redemption)
and (2) apply as credit Securities of such Series to which such sinking fund payment is applicable and which have been redeemed either at the election of the Company pursuant to the terms of
such Series of Securities (except pursuant to any mandatory sinking fund) or through the application of permitted optional sinking fund payments or 


33





 



other
optional redemptions pursuant to the terms of such Securities, provided that such Securities have not been previously so credited. Such Securities shall be received by the Trustee, together with
an Officers' Certificate with respect thereto, not later than 15 days prior to the date on which the Trustee begins the process of selecting Securities for redemption, and shall be credited for
such purpose by the Trustee at the price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If
as a result of the delivery or credit of Securities in lieu of cash payments pursuant to this Section 11.2, the principal amount of Securities of such Series to be redeemed in order to exhaust
the aforesaid cash payment shall be less than $100,000, the Trustee need not call Securities of such Series for redemption, except upon receipt of a Company Order that such action be taken, and such
cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however, that the Trustee
or such Paying Agent shall from time to time upon receipt of a Company Order pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the
Company to the Trustee of Securities of that Series purchased by the Company having an unpaid principal amount equal to the cash payment required to be released to the Company. 


        Section 11.3.    Redemption of Securities for Sinking Fund.    


        Not
less than 45 days (unless otherwise indicated in the Board Resolution, supplemental indenture hereto or Officers' Certificate in respect of a particular Series of Securities)
prior to each sinking fund payment date for any Series of Securities, the Company will deliver to the Trustee an Officers' Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that Series pursuant to the terms of that Series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting of Securities of that Series pursuant to Section 11.2, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and the
Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days (unless otherwise indicated in the Board Resolution, Officers' Certificate or supplemental
indenture in respect of a particular Series of Securities) before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 3.2 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 3.3. Such notice
having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 3.4, 3.5 and 3.6. 


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



	 	 	Southwest Water Company
	

 	
 	

By:	
 	


	 	 	 	 	Name:

Its:
	 	 	[Name of Trustee]
	 	 	By:	 	

	 	 	 	 	Name:

Its:




34









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Exhibit 4.5



TABLE OF CONTENTS

SOUTHWEST WATER COMPANY Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of