EXHIBIT 4.3




 


 





 


 


PRIMEDIA INC.,


 


Issuer


 


the Guarantors listed herein


 


and


 


THE BANK OF
NEW YORK,


 


Trustee


 












 


Indenture


 


Dated as of
                  


 












 


Senior Debt
Securities


 




 





 

















 


Table of Contents


 


	
  RECITALS OF THE ISSUER

  	
   

  
	
   

  	
   

  
	
  ARTICLE ONE DEFINITIONS AND OTHER
  PROVISIONS  OF GENERAL APPLICATION

  	
   

  
	
   

  	
   

  
	
  SECTION 1.01.   Definitions

  	
   

  
	
   

  	
   

  
	
  SECTION 1.02.   Compliance
  Certificates and Opinions.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.03.   Form of Documents
  Delivered to Trustee.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.04.   Acts of Holders.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.05.   Notices, etc. to
  Trustee and Issuer.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.06.   Notice to
  Holders; Waiver.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.07.   Conflict with
  Trust Indenture Act.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.08.   Effect of
  Headings and Table of Contents.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.09.   Successors and
  Assigns.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.10.   Separability
  Clause.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.11.   Benefits of
  Indenture.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.12.   Governing Law.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.13.   Legal Holidays.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.14.   Waiver of Jury
  Trial.

  	
   

  
	
   

  	
   

  
	
  ARTICLE TWO SECURITY FORMS

  	
   

  
	
   

  	
   

  
	
  SECTION 2.01.   Forms Generally.

  	
   

  
	
   

  	
   

  
	
  SECTION 2.02.   Form of
  Trustee’s Certificate of Authentication.

  	
   

  
	
   

  	
   

  
	
  SECTION 2.03.   Securities in
  Global Form.

  	
   

  
	
   

  	
   

  
	
  ARTICLE THREE THE SECURITIES

  	
   

  
	
   

  	
   

  
	
  SECTION 3.01.   Amount
  Unlimited; Issuable in Series.

  	
   

  
	
   

  	
   

  
	
  SECTION 3.02.   Denominations.

  	
   

  



 


i

















 


	
  SECTION 3.03.   Execution,
  Authentication, Delivery and Dating.

  	
   

  
	
   

  	
   

  
	
  SECTION 3.04.   Temporary
  Securities.

  	
   

  
	
   

  	
   

  
	
  SECTION 3.05.   Registration,
  Registration of Transfer and Exchange Global Securities Representing the
  Securities.

  	
   

  
	
   

  	
   

  
	
  SECTION 3.06.   Mutilated,
  Destroyed, Lost and Stolen Securities.

  	
   

  
	
   

  	
   

  
	
  SECTION 3.07.   Payment of
  Interest; Interest Rights Preserved.

  	
   

  
	
   

  	
   

  
	
  SECTION 3.08.   Persons Deemed
  Owners.

  	
   

  
	
   

  	
   

  
	
  SECTION 3.09.   Cancellation.

  	
   

  
	
   

  	
   

  
	
  SECTION 3.10.   Computation of
  Interest.

  	
   

  
	
   

  	
   

  
	
  SECTION 3.11.   CUSIP Numbers

  	
   

  
	
   

  	
   

  
	
  ARTICLE FOUR [INTENTIONALLY OMITTED]

  	
   

  
	
   

  	
   

  
	
  ARTICLE FIVE SATISFACTION AND DISCHARGE;
  DEFEASANCE

  	
   

  
	
   

  	
   

  
	
  SECTION 5.01.   Satisfaction and
  Discharge of Securities of any Series

  	
   

  
	
   

  	
   

  
	
  SECTION 5.02.   Option to Effect
  Legal Defeasance or Covenant Defeasance.

  	
   

  
	
   

  	
   

  
	
  SECTION 5.03.   Legal Defeasance
  and Discharge.

  	
   

  
	
   

  	
   

  
	
  SECTION 5.04.   Covenant
  Defeasance.

  	
   

  
	
   

  	
   

  
	
  SECTION 5.05.   Conditions to
  Legal or Covenant Defeasance.

  	
   

  
	
   

  	
   

  
	
  SECTION 5.06.   Survival of
  Certain Obligations.

  	
   

  
	
   

  	
   

  
	
  SECTION 5.07.   Application of
  Trust Money.

  	
   

  
	
   

  	
   

  
	
  SECTION 5.08.   Repayment of
  Money Held by Paying Agent.

  	
   

  
	
   

  	
   

  
	
  SECTION 5.09.   Reinstatement.

  	
   

  
	
   

  	
   

  
	
  ARTICLE SIX REMEDIES OF THE TRUSTEE AND
  HOLDERS ON EVENT OF DEFAULT

  	
   

  
	
   

  	
   

  
	
  SECTION 6.01.   Events of
  Default.

  	
   

  
	
   

  	
   

  
	
  SECTION 6.02.   Acceleration of
  Maturity; Rescission and Annulment.

  	
   

  



 


ii

















 


	
  SECTION 6.03.   Collection of
  Indebtedness and Suits for Enforcement by Trustee.

  	
   

  
	
   

  	
   

  
	
  SECTION 6.04.   Trustee May File
  Proofs of Claim.

  	
   

  
	
   

  	
   

  
	
  SECTION 6.05.   Trustee May
  Enforce Claims without Possession of Securities.

  	
   

  
	
   

  	
   

  
	
  SECTION 6.06.   Application of
  Money Collected.

  	
   

  
	
   

  	
   

  
	
  SECTION 6.07.   Limitation on
  Suits.

  	
   

  
	
   

  	
   

  
	
  SECTION 6.08.   Unconditional
  Right of Holders to Receive Principal, Premium and Interest.

  	
   

  
	
   

  	
   

  
	
  SECTION 6.09.   Restoration of
  Rights and Remedies.

  	
   

  
	
   

  	
   

  
	
  SECTION 6.10.   Rights and
  Remedies Cumulative.

  	
   

  
	
   

  	
   

  
	
  SECTION 6.11.   Delay or
  Omission Not Waiver.

  	
   

  
	
   

  	
   

  
	
  SECTION 6.12.   Control by
  Holders.

  	
   

  
	
   

  	
   

  
	
  SECTION 6.13.   Waiver of Past
  Defaults.

  	
   

  
	
   

  	
   

  
	
  SECTION 6.14.   Undertaking for
  Costs.

  	
   

  
	
   

  	
   

  
	
  SECTION 6.15.   Waiver of Stay
  or Extension Laws.

  	
   

  
	
   

  	
   

  
	
  ARTICLE SEVEN THE TRUSTEE

  	
   

  
	
   

  	
   

  
	
  SECTION 7.01.   Certain Duties
  and Responsibilities.

  	
   

  
	
   

  	
   

  
	
  SECTION 7.02.   Notice of
  Defaults.

  	
   

  
	
   

  	
   

  
	
  SECTION 7.03.   Certain Rights
  of Trustee.

  	
   

  
	
   

  	
   

  
	
  SECTION 7.04.   Not Responsible
  for Recitals or Issuance of Securities.

  	
   

  
	
   

  	
   

  
	
  SECTION 7.05.   May Hold
  Securities.

  	
   

  
	
   

  	
   

  
	
  SECTION 7.06.   Money Held in
  Trust.

  	
   

  
	
   

  	
   

  
	
  SECTION 7.07.   Compensation and
  Reimbursement.

  	
   

  
	
   

  	
   

  
	
  SECTION 7.08.  
  Disqualification; Conflicting Interests.

  	
   

  
	
   

  	
   

  
	
  SECTION 7.09.   Corporate
  Trustee Required; Eligibility.

  	
   

  
	
   

  	
   

  
	
  SECTION 7.10.   Resignation and
  Removal; Appointment of Successor.

  	
   

  



 


iii

















 


	
  SECTION 7.11.   Acceptance of
  Appointment by Successor.

  	
   

  
	
   

  	
   

  
	
  SECTION 7.12.   Merger,
  Conversion, Consolidation or Succession to Business.

  	
   

  
	
   

  	
   

  
	
  SECTION 7.13.   Preferential
  Collection of Claims Against Issuer.

  	
   

  
	
   

  	
   

  
	
  ARTICLE EIGHT HOLDERS’ LISTS AND REPORTS BY
  TRUSTEE AND ISSUER

  	
   

  
	
   

  	
   

  
	
  SECTION 8.01.   Issuer to
  Furnish Trustee Names and Addresses of Holders.

  	
   

  
	
   

  	
   

  
	
  SECTION 8.02.   Preservation of
  Information; Communications to Holders.

  	
   

  
	
   

  	
   

  
	
  SECTION 8.03.   Reports by
  Trustee.

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  NINE CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

  	
   

  
	
   

  	
   

  
	
  SECTION 9.01.   Merger,
  Consolidation, etc. Only on Certain Terms.

  	
   

  
	
   

  	
   

  
	
  SECTION 9.02.   Successor Corporation
  Substituted.

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  TEN SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  
	
  SECTION 10.01.   Supplemental
  Indentures without Consent of Holders.

  	
   

  
	
   

  	
   

  
	
  SECTION 10.02.   Supplemental
  Indentures with Consent of Holders.

  	
   

  
	
   

  	
   

  
	
  SECTION 10.03.   Execution of
  Supplemental Indentures.

  	
   

  
	
   

  	
   

  
	
  SECTION 10.04.   Effect of
  Supplemental Indentures.

  	
   

  
	
   

  	
   

  
	
  SECTION 10.05.   Conformity
  with Trust Indenture Act.

  	
   

  
	
   

  	
   

  
	
  SECTION 10.06.   Reference in
  Securities to Supplemental Indentures.

  	
   

  
	
   

  	
   

  
	
  SECTION 10.07.   Notice of
  Supplemental Indenture.

  	
   

  
	
   

  	
   

  
	
  ARTICLE ELEVEN COVENANTS

  	
   

  
	
   

  	
   

  
	
  SECTION 11.01.   Payment of
  Principal, Premium and Interest.

  	
   

  
	
   

  	
   

  
	
  SECTION 11.02.   Maintenance of
  Office or Agency.

  	
   

  
	
   

  	
   

  
	
  SECTION 11.03.   Money for
  Securities Payments to Be Held in Trust.

  	
   

  
	
   

  	
   

  
	
  SECTION 11.04.   Corporate
  Existence.

  	
   

  
	
   

  	
   

  
	
  SECTION 11.05.   Payment of
  Taxes and Other Claims.

  	
   

  
	
   

  	
   

  
	
  SECTION 11.06.   Maintenance of
  Properties.

  	
   

  



 


iv

















 


	
  SECTION 11.07.   Waiver of
  Certain Covenants.

  	
   

  
	
   

  	
   

  
	
  SECTION 11.08.   Statement by
  Officers as to Default.

  	
   

  
	
   

  	
   

  
	
  SECTION 11.09.   Reports by the
  Issuer.

  	
   

  
	
   

  	
   

  
	
  SECTION 11.10.   Further
  Assurances.

  	
   

  
	
   

  	
   

  
	
  ARTICLE TWELVE REDEMPTION OF SECURITIES

  	
   

  
	
   

  	
   

  
	
  SECTION 12.01.   Applicability
  of Article.

  	
   

  
	
   

  	
   

  
	
  SECTION 12.02.   Election to
  Redeem; Notice to Trustee.

  	
   

  
	
   

  	
   

  
	
  SECTION 12.03.   Selection by
  Trustee of Securities to Be Redeemed.

  	
   

  
	
   

  	
   

  
	
  SECTION 12.04.   Notice of
  Redemption.

  	
   

  
	
   

  	
   

  
	
  SECTION 12.05.   Deposit of
  Redemption Price.

  	
   

  
	
   

  	
   

  
	
  SECTION 12.06.   Securities
  Payable on Redemption Date.

  	
   

  
	
   

  	
   

  
	
  SECTION 12.07.   Securities
  Redeemed in Part.

  	
   

  
	
   

  	
   

  
	
  SECTION 12.08.   Securities No
  Longer Outstanding After Notice to Trustee and Deposit of Cash.

  	
   

  
	
   

  	
   

  
	
  ARTICLE THIRTEEN SINKING FUNDS

  	
   

  
	
   

  	
   

  
	
  SECTION 13.01.   Applicability
  of Article.

  	
   

  
	
   

  	
   

  
	
  SECTION 13.02.   Satisfaction
  of Sinking Fund Payments with Securities.

  	
   

  
	
   

  	
   

  
	
  SECTION 13.03.   Redemption of
  Securities for Sinking Fund.

  	
   

  
	
   

  	
   

  
	
  ARTICLE FOURTEEN IMMUNITY OF INCORPORATORS,
  STOCKHOLDERS, OFFICERS AND DIRECTORS

  	
   

  
	
   

  	
   

  
	
  SECTION 14.01.   Exemption from
  Individual Liability.

  	
   

  
	
   

  	
   

  
	
  ARTICLE FIFTEEN MEETINGS OF HOLDERS OF
  SECURITIES

  	
   

  
	
   

  	
   

  
	
  SECTION 15.01.   Purposes of
  Meetings.

  	
   

  
	
   

  	
   

  
	
  SECTION 15.02.   Call of
  Meetings by Trustee.

  	
   

  
	
   

  	
   

  
	
  SECTION 15.03.   Call of
  Meetings by Issuer or Holders.

  	
   

  
	
   

  	
   

  
	
  SECTION 15.04.   Qualification
  for Voting.

  	
   

  



 


v

















 


	
  SECTION 15.05.   Quorum;
  Adjourned Meetings.

  	
   

  
	
   

  	
   

  
	
  SECTION 15.06.   Regulations.

  	
   

  
	
   

  	
   

  
	
  SECTION 15.07.   Voting
  Procedure.

  	
   

  
	
   

  	
   

  
	
  SECTION 15.08.   Written
  Consent in Lieu of Meetings.

  	
   

  
	
   

  	
   

  
	
  SECTION 15.09.   No Delay of
  Rights by Meeting.

  	
   

  
	
   

  	
   

  
	
  ARTICLE SIXTEEN GUARANTEE

  	
   

  
	
   

  	
   

  
	
  SECTION 16.01.  Subsidiary
  Guarantee.

  	
   

  
	
   

  	
   

  
	
  SECTION 16.02.  Execution and
  Delivery of Guarantee.

  	
   

  
	
   

  	
   

  
	
  SECTION 16.03.  Guarantors May
  Consolidate, etc., on Certain Terms.

  	
   

  
	
   

  	
   

  
	
  SECTION 16.04.  Releases
  Following Sale of Assets.

  	
   

  
	
   

  	
   

  
	
  SECTION 16.05.  "Trustee"
  to Include Paying Agent.

  	
   

  
	
   

  	
   

  
	
  SECTION 16.06.  Existing and
  Additional Subsidiary Guarantees.

  	
   

  
	
   

  	
   

  
	
  ARTICLE SEVENTEEN SECURITY

  	
   

  
	
   

  	
   

  
	
  SECTION 17.01.  Pledge Agreement.

  	
   

  
	
   

  	
   

  
	
  SECTION 17.02.  Release of
  Collateral.

  	
   

  
	
   

  	
   

  
	
  ARTICLE EIGHTEEN MISCELLANEOUS

  	
   

  
	
   

  	
   

  
	
  SECTION 18.01.  Counterparts.

  	
   

  



 


vi

















 


Reconciliation
and Tie between Indenture,

dated as of
                     

and

Trust Indenture Act of 1939, as amended


 


	
  Trust Indenture

  Act Section

  	
   

  	
  Indenture

  Section

  
	
   

  	
   

  	
   

  
	
  310(a)(1)

  	
   

  	
  7.09

  
	
  (a)(2)

  	
   

  	
  7.09

  
	
  (a)(3)

  	
   

  	
  Not applicable

  
	
  (a)(4)

  	
   

  	
  Not applicable

  
	
  (b)

  	
   

  	
  7.08, 7.10

  
	
  311(a)

  	
   

  	
  7.13(a)

  
	
  (b)

  	
   

  	
  7.13(b)

  
	
  312(a)

  	
   

  	
  8.01, 8.02(a)

  
	
  (b)

  	
   

  	
  8.02(b)

  
	
  (c)

  	
   

  	
  8.02(c)

  
	
  313(a)

  	
   

  	
  8.03(a)

  
	
  (b)(1)

  	
   

  	
  Not applicable

  
	
  (b)(2)

  	
   

  	
  8.03(b)

  
	
  (c)

  	
   

  	
  8.03(c)

  
	
  (d)

  	
   

  	
  8.03(c)

  
	
  314(a)

  	
   

  	
  11.09

  
	
  (a)(4)

  	
   

  	
  11.08

  
	
  (b)

  	
   

  	
  Not applicable

  
	
  (c)(1)

  	
   

  	
  1.02

  
	
  (c)(2)

  	
   

  	
  1.02

  
	
  (c)(3)

  	
   

  	
  Not applicable

  
	
  (d)

  	
   

  	
  Not applicable

  
	
  (e)

  	
   

  	
  1.02

  
	
  315(a)

  	
   

  	
  7.01(a)

  
	
  (b)

  	
   

  	
  7.02, 8.03(a)(6)

  
	
  (c)

  	
   

  	
  7.01(b)

  
	
  (d)(1)

  	
   

  	
  7.01(a)

  
	
  (d)(2)

  	
   

  	
  7.01(c)

  
	
  (d)(3)

  	
   

  	
  7.01(c)

  
	
  (e)

  	
   

  	
  6.14

  
	
  316(a)(1)(A)

  	
   

  	
  6.12

  
	
  (a)(1)(B)

  	
   

  	
  6.13

  
	
  (a)(2)

  	
   

  	
  Not applicable

  
	
  (b)

  	
   

  	
  6.08

  
	
  317(a)(1)

  	
   

  	
  6.03

  
	
  (a)(2)

  	
   

  	
  6.04

  
	
  (b)

  	
   

  	
  11.03

  
	
  318(a)

  	
   

  	
  1.07

  



 


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


 

















 


INDENTURE,
dated as of
                    ,
between PRIMEDIA INC., a Delaware corporation, as issuer, (the “Issuer”), the
corporations listed on Schedule I hereto (each a “Guarantor” and
collectively, the “Guarantors”) and THE BANK OF NEW YORK, a New York banking
corporation, as trustee (the “Trustee”).


 


RECITALS OF THE ISSUER


 


The Issuer has
duly authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of its unsecured senior debentures, notes or other
evidences of indebtedness (the “Securities”), to be issued in one or more
series as in this Indenture provided.


 


All things
necessary to make this Indenture a valid agreement of the Issuer, in accordance
with its terms, have been done.


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE ONE


 


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


 


SECTION 1.01.  Definitions


 


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


 


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


 


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


 


(c)   all accounting terms not
otherwise defined herein have the meanings assigned to them in accordance with
GAAP; and


 


(d)  the words “herein,” “hereof”
and “hereunder” and other words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or other subdivision.


 


Certain terms,
used principally in Article Seven, are defined in that Article.


 

















 


“Act” when
used with respect to any Holder, has the meaning specified in
Section 1.04.


 


“Affiliate”
means, with respect to any specified Person, any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified Person. For purposes of this definition, “control” (including,
with correlative meanings, the terms “controlling,” “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, by agreement or otherwise.


 


“Authorized
Newspaper” shall mean a newspaper of general circulation in the Borough of
Manhattan, The City of New York, and customarily published on each Business
Day, currently expected to be The Wall Street Journal (National
Edition).  Where successive publications
are required to be made in an Authorized Newspaper, the successive publications
may be made in the same or different newspapers meeting the foregoing
requirements and in each case on any Business Day.


 


“Bankruptcy
Law” means Title 11, United States Bankruptcy Code of 1978 as amended, or any
similar United States federal or state law relating to relief of debtors or any
amendment to, succession to or change in any such law.


 


“Board of
Directors” means either the board of directors of the Issuer or any committee
of that board duly authorized to act hereunder.


 


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


 


“Business Day”
when used with respect to any Place of Payment, means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions
in that Place of Payment are authorized or obligated by law to close.


 


“Capital
Stock” means (i) in
the case of a corporation, corporate stock, (ii) in the case of an association
or business entity, any and all shares, interests, participations, rights or
other equivalents (however designated) of corporate stock, (iii) in the case of
a partnership or limited liability company, partnership or membership interests
(whether general or limited) and (iv) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.


 


“Capitalized
Lease Obligations” means at the time any determination thereof is to be made, the amount of the
liability in respect of a capital lease that would at such time be required to
be capitalized and reflected as a liability on a balance sheet (excluding the
footnotes thereto) in accordance with GAAP.


 


“Collateral”
has the meaning assigned to such term in the Pledge Agreement.


 


2

















 


“Collateral
Agent” means
[                        ],
in its capacity as collateral agent and pledgee under the Pledge Agreement.


 


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


 


“Contingent Obligations”
means, with respect to any Person, any obligation of such Person guaranteeing
any leases, dividends or other obligations that do not constitute Indebtedness
(“primary obligations”) of any other Person (the “primary obligor”) in any
manner, whether directly or indirectly, including, without limitation, any
obligation of such Person, whether or not contingent, (i) to purchase any such
primary obligation or any property constituting direct or indirect security
therefor, (ii) to advance or supply funds (A) for the purchase or payment of
any such primary obligation or (B) to maintain working capital or equity
capital of the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor, or (iii) to purchase property, securities or
services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such
primary obligation against loss in respect thereof.


 


“Corporate
Trust Office” means the principal office of the Trustee in New York, New York
at which at any particular time its corporate trust business shall be
administered.


 


“corporation”
includes corporations, associations, companies and business trusts.


 


“Custodian”
means any receiver, trustee, assignee, liquidator, sequestrator or similar
official under any Bankruptcy Law.


 


“Defaulted
Interest” has the meaning specified in Section 3.07.


 


“Dollar” or
“$” means a dollar or other equivalent unit in such coin or currency of the
United States as at the time of payment is legal tender for the payment of
public and private debts.


 


“Event of
Default” has the meaning specified in Section 6.01.


 


“GAAP” shall
mean generally accepted accounting principles in the United States of America
set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession as in effect from time to time.


 


“Guarantee”
means, individually and collectively, the guarantees given by the Guarantors
pursuant to Article 16 hereof, including a notation in the Securities
substantially in the form attached hereto as Exhibit A-3.


 


“Guarantee
Date” means the date upon which a Guarantor executes a Guarantee.


 


3

















 


“Guarantor”
means each domestic Restricted Subsidiary of the Company, other than any
Securitization Subsidiary, which is wholly owned, directly or indirectly, by
the Company.


 


“Hedging
Agreements” means,
with respect to any Person, the obligations of such Person under (i) currency
exchange, interest rate or commodity swap agreements, currency exchange, interest
rate or commodity cap agreements and currency exchange, interest rate or
commodity collar agreements and (ii) other agreements or arrangements designed
to protect such Person against fluctuations in currency exchange, interest
rates or commodity prices.


 


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


 


“Indebtedness”
means, with respect
to any Person, (a) any indebtedness (including principal and premium) of such
Person, whether or not contingent (i) in respect of borrowed money, (ii)
evidenced by bonds, notes, debentures or similar instruments or letters of
credit or bankers’ acceptances (or, without double counting, reimbursement
agreements in respect thereof), (iii) representing the balance deferred and unpaid
of the purchase price of any property (including Capitalized Lease
Obligations), except any such balance that constitutes a trade payable or
similar obligation to a trade creditor, in each case accrued in the ordinary
course of business or (iv) representing any Hedging Obligations, if and to the extent that any of
the foregoing Indebtedness (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet (excluding the
footnotes thereto) of such Person prepared in accordance with GAAP, (b) to the
extent not otherwise included, any obligation by such Person to be liable for,
or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another
Person (other than by endorsement of negotiable instruments for collection in
the ordinary course of business) and (c) to the extent not otherwise included,
Indebtedness of another Person secured by a Lien on any asset owned by such
Person (whether or not such Indebtedness is assumed by such Person); provided,
however, that Contingent Obligations incurred in the ordinary course of
business shall be deemed not to constitute Indebtedness, and obligations under
or in respect of Receivables Facilities shall not be deemed to constitute
Indebtedness.


 


“Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the form
and terms of particular series of Securities established as contemplated by
Section 3.01.


 


“interest”
when used with respect to an Original Issue Discount Security which by its
terms bears interest only after Maturity, means interest payable after
Maturity.


 


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


 


“Issuer” means
PRIMEDIA Inc., a Delaware corporation, until a successor Person shall have
become such pursuant to the applicable provisions of the Indenture, and
thereafter “Issuer” shall mean such successor Person.


 


4

















 


“Issuer
Request” or “Issuer Order” means a written request or order signed in the name
of the Issuer by its Chairman of the Board, its President or a Vice President,
and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant
Secretary, and delivered to the Trustee.


 


“Lien” means, with respect to
any asset, any mortgage, lien, pledge, charge, security interest or encumbrance
of any kind in respect of such asset, whether or not filed, recorded or
otherwise perfected under applicable law (including any conditional sale or
other title retention agreement, any lease in the nature thereof, any option or
other agreement to sell or give a security interest in and any filing of or
agreement to give any financing statement under the Uniform Commercial Code (or
equivalent statutes) of any jurisdiction); provided that in no event shall an
operating lease be deemed to constitute a Lien.


 


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


 


“obligation”
means any principal, premium, interest (including interest accruing subsequent
to a bankruptcy or other similar proceeding whether or not such interest is an
allowed claim enforceable against the Issuer in a bankruptcy case under Federal
Bankruptcy Law), penalties, fees, indemnifications, reimbursements, damages and
other liabilities payable pursuant to the terms of the documentation governing
any Indebtedness.


 


“Officers’
Certificate” means a certificate signed by the Chairman of the Board, the
President or a Vice President, and by the Treasurer, an Assistant Treasurer,
the Secretary or an Assistant Secretary, of the Issuer or any Guarantor, as
applicable, and delivered to the Trustee.


 


“Opinion of
Counsel” means a written opinion of counsel, who may be an employee of or
counsel to the Issuer or any Subsidiary of the Issuer.


 


“Original
Issue Discount Security” means any Security which provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 6.02.


 


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


 


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


 


(ii)  Securities or portions
thereof for whose payment or redemption money or, as provided in Section 5.02
hereof, U.S. Government Obligations, in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the
Issuer) in trust or, except for purposes of Section 5.01, set aside and
segregated in trust by the Issuer (if the Issuer shall act as its own Paying
Agent) for the Holders of such Securities; provided that, if such Securities
are to be redeemed, notice of such redemption


 


5

















 


has been duly
given pursuant to this Indenture or provision therefor satisfactory to the
Trustee has been made; and


 


(iii)  Securities which have
been paid pursuant to Section 3.06 or in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to this Indenture,
other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Securities are held
by a bona fide purchaser in whose hands such Securities are valid obligations
of the Issuer;


 


provided,
however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or whether a
quorum is present at a meeting of Holders of Securities, (i) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the maturity
thereof pursuant to Section 6.01 and (ii) Securities owned by the Issuer or any
other obligor upon the Securities or any Affiliate of the Issuer or of such
other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, or
upon such determination as to the presence of a quorum, only Securities which a
Responsible Officer of the Trustee knows to be so owned shall be so
disregarded.  Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act
with respect to such Securities and that the pledgee is not the Issuer or any
other obligor upon the Securities or any Affiliate of the Issuer or of such
other obligor.


 


“Paying Agent”
means any Person authorized by the Issuer to pay the principal of (and premium,
if any) or interest on any Securities on behalf of the Issuer.


 


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


 


“Place of Payment”
when used with respect to the Securities of any series, means the place or
places where the principal of (and premium, if any) and interest on the
Securities of that series are payable as specified as contemplated by Section
3.01.


 


“Pledge
Agreement” means the Pledge Agreement, dated as of
                     ,
made by the Company in favor of the Collateral Agent for the benefit of certain
secured creditors defined therein, as in effect on the date hereof.


 


“Predecessor
Security” of any particular Security means every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular
Security; and, for the purposes of this definition, any Security authenticated
and delivered under Section 3.06 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Security shall be deemed to evidence the same debt as
the mutilated, destroyed, lost or stolen Security.


 


6

















 


“principal” of
a debt security, including any Security, on any day and for any purpose means
the amount (including, without limitation, in the case of an Original Issue
Discount Security, any accrued original issue discount, but excluding interest)
that is payable with respect to such debt security as of such date and for such
purpose (including, without limitation, in connection with any sinking fund,
upon any redemption at the option of the Issuer upon any purchase or exchange
at the option of the Issuer or the holder of such debt security and upon any acceleration
of the maturity of such debt security).


 


“principal
amount” of a debt security, including any Security, means the principal amount
as set forth on the face of such debt security.


 


“Receivables Facility” means one or more
receivables financing facilities, as amended from time to time, pursuant to
which the Issuer and/or any of its Restricted Subsidiaries sells its accounts
receivable to a Person that is not a Restricted Subsidiary.


 


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


 


“Redemption
Price” when used with respect to any Security to be redeemed, means the price
(exclusive of accrued interest, if any) at which it is to be redeemed pursuant
to this Indenture.


 


“Regular
Record Date” for the interest payable on any Interest Payment Date on the
Securities of any series means the date specified for that purpose as
contemplated by Section 3.01.


 


“Reporting
Date” shall mean, when used with respect to any series of Securities, the date
(and each successive anniversary thereof) established by a Board Resolution
pursuant to Section 3.01 which shall be a date no more than ten months from the
date of the initial issuance of such series of Securities under this Indenture.


 


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


 


“Restricted
Subsidiary” means,
at any time, any direct or indirect Subsidiary of the Issuer that is not then
an Unrestricted Subsidiary; provided, however, that upon the
occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted
Subsidiary, such Subsidiary shall be included in the definition of “Restricted
Subsidiary.”


 


“Securities”
has the meaning stated in the first recital of this Indenture and more
particularly means any Securities authenticated and delivered under this
Indenture.


 


7

















 


“Security
Register” and “Security Registrar” have the respective meanings specified in
Section 3.05.


 


“Significant
Restricted Subsidiary” means any Restricted Subsidiary 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.


 


“Special
Record Date” for the payment of any Defaulted Interest means a date fixed by
the Trustee pursuant to Section 3.07.


 


“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” means, with respect to any Person, (i) any
corporation, association, or other business entity (other than a partnership,
joint venture, limited liability company or similar entity) of which more than
50% of the total voting power of shares of Capital Stock entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time of determination owned
or controlled, directly or indirectly, by such Person or one or more of the
other Subsidiaries of that Person or a combination thereof and (ii) any partnership,
joint venture, limited liability company or similar entity of which (x) more
than 50% of the capital accounts, distribution rights, total equity and voting
interests or general or limited partnership interests, as applicable, are owned
or controlled, directly or indirectly, by such Person or one or more of the
other Subsidiaries of that Person or a combination thereof whether in the form
of membership, general, special or limited partnership or otherwise and (y)
such Person or any wholly owned Restricted Subsidiary of such Person is a
controlling general partner or otherwise controls such entity.


 


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


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended, and as in
force at the date as of which this instrument was executed, except as provided
in Section 10.05; provided, however, that in the event the Trust Indenture Act
is amended after such date, “Trust Indenture Act” means, with respect to the
Securities of any series issued after such date, the Trust Indenture Act of
1939 as so amended.


 


“Unrestricted
Subsidiary” means
(i) each of the following Subsidiaries of the Issuer, unless and until
such Subsidiary ceases to be a Subsidiary of the Issuer or is designated as a
Restricted Subsidiary pursuant to the terms hereof:  PRIMEDIANet Inc., PRIMEDIA Ventures, Inc., PRIMEDIA Teenclick
Corp., PRIMEDIA Digital Video Holdings LLC,


 


8

















 


HPC Interactive, LLC, Media Central
Acquisition, LLC, Kagan World Media Limited, Kagan Asia Media, Ltd., PRIMEDIA
California Digital Inc., Media Central LLC, PRIMEDIA Youth Entertainment LLC,
PRIMEDIA Investment LLC, PRIMEDIA PRISM LLC, PRIMEDIA Enterprises, Inc.,
Distributech LLC, and PRIMEDIA International, Inc., (ii) any Subsidiary of the Issuer which at the
time of determination is an Unrestricted Subsidiary (as designated by the Board
of Directors of the Issuer, as provided below) and (iii) any Subsidiary of an
Unrestricted Subsidiary. The Board of Directors of the Issuer may designate any
Subsidiary of the Issuer (including any existing Subsidiary and any newly
acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless
such Subsidiary or any of its Subsidiaries owns any Capital Stock or
Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or
any Subsidiary of the Issuer (other than any Subsidiary of the Subsidiary to be
so designated), provided that (a) any Unrestricted Subsidiary (other
than PRIMEDIANet Inc., PRIMEDIA Ventures, Inc., PRIMEDIA Teenclick
Corp., PRIMEDIA Digital Video Holdings LLC, HPC Interactive, LLC, Media Central
Acquisition, LLC, Kagan World Media Limited, Kagan Asia Media, Ltd., PRIMEDIA
California Digital Inc., Media Central LLC, PRIMEDIA Youth Entertainment LLC,
PRIMEDIA Investment LLC, PRIMEDIA PRISM LLC, PRIMEDIA Enterprises, Inc., Distributech
LLC, and PRIMEDIA International, Inc.)
must be an entity of which shares of the Capital Stock or other equity
interests (including partnership interests) entitled to cast at least a
majority of the votes that may be cast by all shares or equity interests having
ordinary voting power for the election of directors or other governing body are
owned, directly or indirectly, by the Issuer and (b) each of (I) the Subsidiary
to be so designated and (II) its Subsidiaries has not at the time of
designation, and does not thereafter, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable with respect to any
Indebtedness pursuant to which the lender has recourse to any of the assets of
the Issuer or any of its Restricted Subsidiaries. The Board of Directors of the
Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary;
provided that, immediately after giving effect to such designation no
Event of Default shall have occurred and be continuing. Any such designation by
the Board of Directors of the Issuer shall be notified by the Issuer to the
Trustee by promptly filing with the Trustee a copy of the board resolution
giving effect to such designation and an Officers’ Certificate certifying that
such designation complied with the foregoing provisions. “U.S.
Government Obligations” means securities that are (i) direct obligations of the
United States of America for 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 timely
payment of which is unconditionally guaranteed as a full faith and credit
obligation of the United States of America, which, in either case under
clauses (i) or (ii), are not callable or redeemable at the option of the issuer
thereof, and will also include a depository receipt issued by a bank or trust
issuer as custodian with respect to any such U.S. Government Obligation or a
specified 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 or the specific payment of interest on or
principal of the U.S. Government Obligation evidenced by such depository
receipt.


 


9

















 


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


 


SECTION 1.02.  Compliance
Certificates and Opinions.


 


Upon any
application or request by the Issuer to the Trustee to take any action under
any provision of this Indenture, the Issuer shall furnish to the Trustee an
Officers’ Certificate stating that all conditions precedent (including any
covenant compliance with which constitutes a condition precedent), if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such counsel
all such conditions precedent (including any covenants compliance with which
constitutes a condition precedent), if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate
or opinion need be furnished.


 


Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than annual certificates provided
pursuant to Section 11.08) shall include:


 


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


 


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


 


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


 


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


 


SECTION 1.03.  Form
of Documents Delivered to Trustee.


 


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


 


Any
certificate or opinion of an officer of the Issuer may be based, insofar as it
relates to legal matters, upon a certificate or Opinion of Counsel, or
representations by counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous.  Any such certificate or
Opinion of Counsel or representation by counsel


 


10

















 


may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Issuer stating that the information with respect to
such factual matters is in the possession of the Issuer, unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.


 


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


 


SECTION 1.04.  Acts
of Holders.


 


(a)  Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such
Holders in person or by agent duly appointed in writing or by the record of the
Holders voting in favor thereof at any meeting of such Holders duly called and
held in accordance with the provisions of Article Fifteen; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or any such record is delivered to the Trustee
and, where it is hereby expressly required, to the Issuer.  Such instrument or instruments or such
record (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Holders signing such instrument or
instruments or voting at such meeting. 
Proof of execution of any such instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and conclusive
in favor of the Trustee and the Issuer if made in the manner provided in this
Section.  The record of any meeting of
Holders of Securities shall be proved in the manner provided in Section 15.07
and the record so proved shall be sufficient for any purpose of this Indenture
and conclusive in favor of the Trustee and the Issuer, if made in the manner
provided in this Section.


 


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


 


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


 


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


 


11

















 


(e)  The Issuer or the Trustee, as
applicable, may set a date for the purpose of determining the Holders of Securities
entitled to consent, vote or take any other action referred to in this Section
1.04, which date shall be not less than 10 days nor more than 60 days prior to
the taking of the consent, vote or other action.


 


SECTION 1.05.  Notices,
etc. to Trustee and Issuer.


 


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


 


(1)           the Trustee by any
Holder or by the Issuer shall be sufficient for every purpose hereunder if
made, given, furnished or filed in writing to or with the Trustee at its
Corporate Trust Office and, unless otherwise herein expressly provided, any
such document shall be deemed to be sufficiently made, given, furnished or
filed upon its receipt by a Responsible Officer of the Trustee, or


 


(2)           the Issuer by the
Trustee or by any Holder shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to the Issuer addressed to it at:


 


745 Fifth Avenue

New York, New York 10151


 


or at any
other address or addresses previously furnished in writing to the Trustee by
the Issuer.


 


SECTION 1.06.  Notice
to Holders; Waiver.


 


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


 


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


 


12

















 


SECTION 1.07.  Conflict
with Trust Indenture Act.


 


If any
provision hereof limits, qualifies or conflicts with the duties imposed by any
of Sections 310 to 317, inclusive, of the Trust Indenture Act through operation
of Section 318(c), such imposed duties shall control.


 


SECTION 1.08.  Effect
of Headings and Table of Contents.


 


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


 


SECTION 1.09.  Successors
and Assigns.


 


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


 


SECTION 1.10.  Separability
Clause.


 


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


 


SECTION 1.11.  Benefits
of Indenture.


 


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


 


SECTION 1.12.  Governing
Law.


 


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


 


SECTION 1.13.  Legal
Holidays.


 


In any case
where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of principal of (and premium, if any) or interest, if any, on such
Security need not be made at such Place of Payment on such date, but may be
made on the next succeeding Business Day at such Place of Payment with the same
force and effect as if made on the Interest Payment Date or Redemption Date, or
at the Stated Maturity, provided that no additional interest shall accrue with
respect to the payment due on such date for the period from and after such
Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.


 


13

















 


SECTION 1.14.  Waiver
of Jury Trial.


 


Each of the
Issuer, the Guarantors, and the Trustee hereby irrevocably waives, to the
fullest extent permitted by applicable law, any and all right to trial by jury
in any legal proceeding arising out of or relating to this agreement, the
Securities or the transactions contemplated hereby.


 


ARTICLE TWO


 


SECURITY FORMS


 


SECTION 2.01.  Forms
Generally.


 


The Securities
of each series shall be in substantially the form established from time to time
by or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of such
Securities.  Any portion of the text of
any Security may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Security. 
If the form of Securities of any series is established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Issuer and
delivered to the Trustee at or prior to the delivery of the Issuer Order
contemplated by Section 3.03 for the authentication and delivery of such
Securities.  Any such Board Resolution
or record of such action shall have attached thereto a true and correct copy of
the form of Security referred to therein approved by or pursuant to such Board
Resolution.


 


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


 


The definitive
Securities shall be printed, lithographed or engraved on steel engraved borders
or may be produced in any other manner, all as determined by the officers
executing such Securities, as evidenced by their execution of such Securities.


 


SECTION 2.02.  Form
of Trustee’s Certificate of Authentication.


 


The Trustee’s
certificate of authentication on all Securities shall be in substantially the
following form:


 


This is one of
the Securities of the series designated therein issued under the
within-mentioned Indenture.


 


	
  Dated:

  	
   

  	
  THE BANK OF NEW YORK, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  



 


14

















 


	
   

  	
   

  	
  Authorized Signatory

  



 


SECTION 2.03.  Securities
in Global Form.


 


If any
Security of a series is issuable in global form (a “Global Security”), such
Global Security may provide that it shall represent the aggregate amount of
Outstanding Securities from time to time endorsed thereon and may also provide
that the aggregate amount of Outstanding Securities represented thereby may
from time to time be reduced to reflect exchanges.  Any endorsement of a Global Security to reflect the amount, or any
increase or decrease in the amount, of Outstanding Securities represented
thereby shall be made by the Trustee and in such manner as shall be specified
in such Global Security.  Any
instructions by the Issuer with respect to a Global Security, after its initial
issuance, shall be in writing but need not comply with Section 1.02.


 


Global
Securities may be issued in either temporary or permanent form.  Permanent Global Securities will be issued
in definitive form.


 


ARTICLE THREE


 


THE SECURITIES


 


SECTION 3.01.  Amount
Unlimited; Issuable in Series.


 


The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.


 


The Securities
may be issued in one or more series. 
There shall be established in or pursuant to a Board Resolution, and set
forth in an Officers’ Certificate, of the Issuer or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any
series,


 


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


 


(2)           the aggregate
principal amount of the Securities of such series and 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 3.04,
3.05, 3.06, 10.06 or 12.07);


 


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


 


(4)           the rate or rates
(which may be fixed or variable), or the method of determination thereof, at
which the Securities of the series shall bear interest, if any, including the
rate of interest applicable on overdue payments of principal or interest, if
different from the rate of interest stated in the title of the Security, the
date or dates from which such interest shall accrue or the method of
determination thereof, the Interest


 


15

















 


Payment Dates on which such interest shall be payable and the Regular
Record Date for the interest payable on any Interest Payment Date;


 


(5)           the Paying Agent or
Paying Agents for the Securities of the series if other than the Trustee;


 


(6)           the Place of Payment
of the Securities of the series;


 


(7)           if other than
Dollars, the foreign currency or currencies in which Securities of the series
shall be denominated or in which payment of the principal of (and premium, if
any) or interest on Securities of the series may be made, and the particular
provisions applicable thereto and, if applicable, the amount of the Securities
of the series which entitles the Holder of a Security of the series or its
proxy to one vote for purposes of Section 15.06;


 


(8)           the right, if any,
of the Issuer to redeem the Securities of such series and the period or periods
within which, the price or prices at which and the terms and conditions upon
which Securities of the series may be redeemed, in whole or in part, at the
option of the Issuer;


 


(9)           the obligation, if
any, of the Issuer to redeem or purchase 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;


 


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


 


(11)         whether the
Securities of the series shall be issued in whole or in part in the form of one
or more Global Securities and, in such case, the depositary (the “Depositary”)
for such Global Security or Securities; and the manner in which and the
circumstances under which Global Securities representing Securities of the
series may be exchanged for Securities in definitive form, if other than, or in
addition to, the manner and circumstances specified in Section 3.05(b);


 


(12)         if other than the
principal amount thereof, the portion of the principal amount of Securities of
the series which shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 6.02;


 


(13)         if the provisions of
Section 5.02 of this Indenture are to apply to the Securities of the series, a
statement indicating the same;


 


(14)         any deletions from or
modifications of or additions to the Events of Default set forth in Section
6.01 pertaining to the Securities of the series;


 


(15)         whether payment of
any amount due under such Securities will be guaranteed by one or more
guarantors, including Subsidiaries of the Issuer;


 


16

















 


(16)         the form of the
Securities of the series


 


(17)         the Reporting Date of
the Securities of the series; and


 


(18)         any other terms of a
particular series and any other provisions expressing or referring to the terms
and conditions upon which the Securities of that series are to be issued, which
terms and provisions are not in conflict with the provisions of this Indenture
or do not adversely affect the rights of Holders of any other series of
Securities then Outstanding); provided, however, that the
addition to or subtraction from or variation of Articles Four, Five, Six, Nine,
Eleven, Thirteen and Sixteen (and Section 1.01 insofar as it relates to the
definition of certain terms as used in such Articles) with regard to the
Securities of a particular series shall not be deemed to constitute a conflict
with the provisions of those Articles.


 


All Securities
of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to such Board Resolution
and set forth in such Officers’ Certificate or in any such indenture
supplemental hereto.  All Securities of
any one series need not be issued at the same time, and unless otherwise
provided, a series may be reopened for issuance of additional Securities of
such series without the consent of the Holders thereof.


 


The Securities
of all series shall rank on a parity in right of payment.


 


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


 


SECTION 3.02.  Denominations.


 


The Securities
of each series shall be issuable in registered form without coupons in such
denominations as shall be specified as contemplated by Section 3.01.  In the absence of any such provisions with respect
to the Securities of any series, the Securities of such series shall be
issuable in denominations of $1,000 and any integral multiple thereof.


 


SECTION 3.03.  Execution,
Authentication, Delivery and Dating.


 


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


 


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


 


17

















 


At any time
and from time to time after the execution and delivery of this Indenture, the
Issuer may deliver Securities of any series executed by the Issuer to the
Trustee for authentication, together with an Issuer Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Issuer Order shall authenticate and deliver such Securities.  If any Security shall be represented by a
permanent Global Security, then, for purposes of this Section and Section 3.04,
the notation of a beneficial owner’s interest therein upon original issuance of
such Security or upon exchange of a portion of a temporary Global Security
shall be deemed to be delivery in connection with the original issuance of such
beneficial owner’s interest in such permanent Global Security.


 


In
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive and (subject to Section 7.01) shall be fully protected in
relying upon the documents specified in Section 314 of the Trust Indenture Act,
and, in addition:


 


(1)           a Board Resolution
relating thereto, and if applicable, an appropriate record of any action taken
pursuant to such Board Resolution, certified by the Secretary or Assistant
Secretary of the Issuer, if applicable;


 


(2)           an executed
supplemental indenture, if any; and


 


(3)           an Opinion of
Counsel which shall state;


 


(A)  that the form and terms of such Securities have been
established by or pursuant to Board Resolutions, by a supplemental indenture or
by both such resolution or resolutions and such supplemental indenture in
conformity with the provisions of this Indenture;


 


(B)  that the supplemental indenture, if any, when executed
and delivered by the Issuer and the Trustee, will constitute a valid and
legally binding obligation of the Issuer; and


 


(C)  that such Securities, when authenticated and delivered
by the Trustee and issued by the Issuer in the manner and subject to any conditions specified
in such Opinion of Counsel, will constitute valid and legally binding
obligations of the Issuer, enforceable in accordance with their terms, subject
to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting the enforcement of creditors’ rights and
to general equity principles, and will be entitled to the benefits of this
Indenture.


 


If such form or terms have been so established, the Trustee shall not
be required to authenticate such Securities if the issue of such Securities pursuant
to this Indenture will affect the Trustee’s own rights, duties or immunities
under the Securities and this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee.


 


Notwithstanding the provisions of Section 3.01 and of this Section
3.03, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Board Resolution and the
Officers’ Certificate otherwise required pursuant to Section 3.01


 


18

















 


or the Board Resolution and Opinion of Counsel otherwise required
pursuant to this Section 3.03 at or prior to the time of authentication of each
Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series to
be issued.


 


Each Security
shall be dated the date of its authentication.


 


No Security
shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security a certificate of
authentication substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder.


 


SECTION 3.04.  Temporary
Securities.


 


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


 


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


 


SECTION 3.05.  Registration,
Registration of Transfer and Exchange Global Securities Representing the
Securities.


 


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


 


Upon surrender
for registration of transfer of any Security of any series at the office or
agency in a Place of Payment for that series, the Issuer shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or


 


19

















 


more new Securities of the same series, of
any authorized denominations and of a like aggregate principal amount and
Stated Maturity.


 


Except as
otherwise provided in this Article Three, at the option of the Holder,
Securities of any series may be exchanged for other Securities of the same
series, of any authorized denominations and of an equal aggregate principal
amount, upon surrender of the Securities to be exchanged at such office or agency.  Whenever any Securities are so surrendered
for exchange, the Issuer shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.


 


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


 


Every Security
presented or surrendered for registration of transfer or for exchange shall (if
so required by the Issuer or the Trustee) be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Issuer and the
Security Registrar duly executed, by the Holder thereof or his attorney duly
authorized in writing with such signature guaranteed by a commercial bank
reasonably acceptable to the Trustee or by a member of a national securities
exchange.


 


No service
charge shall be made for any registration of transfer or exchange of
Securities, but the Issuer may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 3.04, 10.06 or 12.07 not involving any transfer.


 


The Issuer
shall not be required (i) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of Securities
of that series selected for redemption under Section 12.03 and ending at the
close of business on the day of such mailing, or (ii) to register the transfer
of or exchange of any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part.


 


(b)  If the Issuer shall establish
pursuant to Section 3.01 that the Securities of a series are to be issued in
whole or in part in the form of one or more Global Securities, then the Issuer
shall execute and the Trustee shall, in accordance with Section 3.03 and the
Issuer Order with respect to such series, authenticate and deliver one or more
Global Securities in temporary or permanent form that (i) shall represent and
shall be denominated in an amount equal to the aggregate principal amount of
the Outstanding Securities of such series to be represented by one or more
Global Securities, (ii) shall be registered in the name of the Depositary for
such Global Security or Securities or the nominee of such Depositary, (iii)
unless otherwise provided for pursuant to Section 3.01, the Securities of such
series shall be delivered by the Trustee or delivered or held pursuant to such
Depositary’s instruction, and (iv) shall bear a legend substantially to the
following effect:  “This Security may
not be transferred except as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the


 


20

















 


Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary, unless and until this Security is
exchanged in whole or in part for Securities in definitive form.”


 


Each
Depositary designated pursuant to Section 3.01 must, at the time of its
designation and at all times while it serves as Depositary, be a clearing
agency registered under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and any other applicable statute or regulation.


 


If at any time
the Depositary for the Securities of a series notifies the Issuer that it is
unwilling or unable to continue as Depositary for the Securities of such series
or if at any time the Depositary for Securities of a series shall no longer be
a clearing agency registered and in good standing under the Exchange Act or
other applicable statute or regulation (as required by this Section 3.05), the
Issuer shall appoint a successor Depositary eligible under this Section 3.05
with respect to the Securities of such series. If a successor Depositary for
the Securities of such series is not appointed by the Issuer within 90 days
after the Issuer receives such notice or becomes aware of such condition, the
Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the
authentication and delivery of definitive Securities of such series, will
authenticate and deliver, Securities of such series in definitive form in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities representing such series in exchange for such Global Security or
Securities.


 


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


 


If the
Securities of any series shall have been issued in the form of one or more
Global Securities and if an Event of Default with respect to the Securities of
such series shall have occurred and be continuing, the Issuer may, and upon the
request of the Trustee shall, promptly execute, and the Trustee, upon receipt
of an Issuer Order for the authentication and delivery of definitive Securities
of such series, will authenticate and deliver, Securities of such series in
definitive form and in an aggregate principal amount equal to the principal
amount of the Global Security or Securities representing such series in
exchange for such Global Security or Securities.


 


The Depositary
for such series of Securities may surrender a Global Security for such series
of Securities in exchange in whole or in part for Securities of such series in
definitive form on such terms as are acceptable to the Issuer and such
Depositary.  Thereupon, the Issuer shall
execute and the Trustee shall authenticate and deliver, without charge:


 


(i)  to each Person specified by the Depositary a new
Security or Securities of the same series, of any authorized denomination as
requested by such Person in an aggregate


 


21

















 


principal
amount equal to and in exchange for such Person’s beneficial interest in the
Global Security; and


 


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


 


Upon the
exchange of a Global Security for Securities in definitive form, such Global
Security shall be cancelled by the Trustee. 
Securities issued in exchange for a Global Security pursuant to this
subsection (b) shall be registered in such names and in such authorized
denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee.  The Trustee shall
deliver such Securities to the Persons in whose names such Securities are so
registered.


 


SECTION 3.06.  Mutilated,
Destroyed, Lost and Stolen Securities.


 


If any
mutilated Security is surrendered to the Trustee, the Issuer 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 Issuer 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 Issuer or the
Trustee that such Security has been acquired by a bona fide purchaser, the Issuer shall execute and upon its
request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security of the same series and of
like tenor and principal amount and bearing a number not contemporaneously
outstanding.


 


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


 


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


 


Every new
Security 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 Issuer, 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.


 


22

















 


SECTION 3.07.  Payment
of Interest; Interest Rights Preserved.


 


Interest on
any Security which is payable, and is punctually paid or duly provided for, on
any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest.


 


At the option
of the Issuer, interest on the Securities of any series that bear interest may
be paid by mailing a check to the address of the Person entitled thereto as
such address shall appear in the Security Register.


 


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


 


(1)   The Issuer may elect to make payment of any Defaulted Interest to
the Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner.  The Issuer shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to
be paid on each Security of such series and the date of the proposed payment,
and at the same time the Issuer shall deposit with the Trustee an amount of
money equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this clause provided. 
Thereupon the Trustee shall fix a Special Record Date for the payment of
such Defaulted Interest which shall be not more than 15 days and not less than
10 days prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Issuer
of such Special Record Date and, in the name and at the expense of the Issuer,
shall cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be mailed, first-class postage prepaid, to each
Holder of Securities of such series at his address as it appears in the
Security Register, not less than 10 days prior to such Special Record
Date.  Notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor having been so
mailed, such Defaulted Interest shall be paid to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (2).


 


(2)   The Issuer may make payment of any Defaulted Interest on the
Securities of any series in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Securities may be listed,
and upon such notice as may be required by such exchange, if, after notice
given by the Issuer to the Trustee of the


 


23

















 


proposed payment pursuant to
this clause, such manner of payment shall be deemed practicable by the Trustee.


 


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


 


SECTION 3.08.  Persons
Deemed Owners.


 


Prior to due
presentment of a Security for registration of transfer, the Issuer, the Trustee
and any agent of the Issuer or the Trustee may treat the Person in whose name
such Security is registered as the owner of such Security for the purpose of
receiving payment of principal of (and premium, if any) and (subject to Section
3.07) interest on such Security and for all other purposes whatsoever, whether
or not such Security be overdue, and none of the Issuer, the Trustee or any
agent of the Issuer or the Trustee shall be affected by notice to the contrary.


 


SECTION 3.09.  Cancellation.


 


All Securities
surrendered for payment, redemption, conversion, registration of transfer or
exchange or for credit against any sinking fund payment or analogous obligation
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee and promptly shall be cancelled by it and, if surrendered to the
Trustee, shall be promptly cancelled by it. 
The Issuer may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Issuer
may have acquired in any manner whatsoever, and all Securities so delivered
promptly shall be cancelled by the Trustee. 
No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture.  All cancelled
Securities held by the Trustee shall be disposed of in accordance with the
Trustee’s customary procedures unless directed by an Issuer Order.  The acquisition of any Securities by the
Issuer shall not operate as a redemption or satisfaction of the Indebtedness
represented thereby unless and until such Securities are surrendered to the
Trustee for cancellation.  Permanent
Global Securities shall not be destroyed until exchanged in full for definitive
Securities or until payment thereon is made in full.


 


SECTION 3.10.  Computation
of Interest.


 


Except as
otherwise specified as contemplated by Section 3.01 for Securities of any
series, interest on the Securities of each series shall be computed on the
basis of a year of twelve 30-day months.


 


SECTION 3.11.  CUSIP
Numbers


 


The Issuer 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 identification numbers


 


24

















 


printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such
numbers.  The Issuer will promptly
notify the Trustee of any change in the “CUSIP” numbers.


 


ARTICLE FOUR


 


[INTENTIONALLY OMITTED]


 


 


ARTICLE FIVE


 


SATISFACTION AND DISCHARGE; DEFEASANCE


 


SECTION 5.01.  Satisfaction
and Discharge of Securities of any Series


 


The Issuer
shall be deemed to have satisfied and discharged the entire indebtedness on all
the Securities of any particular series (except as to any surviving rights of
registration of transfer or exchange of Securities herein expressly provided
for), and the Trustee, upon Issuer Request and at the expense of the Issuer,
shall execute such instruments as may be requested by the Issuer acknowledging
satisfaction and discharge of such Indebtedness, when


 


(a)  either


 


(1)  all Securities theretofore authenticated and delivered
(other than (i) Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 3.06 and (ii) Securities for
whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Issuer and thereafter repaid to the Issuer or discharged
from such trust, as provided in Section 11.03) have been delivered to the
Trustee for cancellation; or


 


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


 


(A)  have become due and payable, or


 


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


 


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


 


and the
Issuer, in the case of (A), (B) or (C) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose an amount
sufficient to pay and discharge the entire Indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation (other than Securities
which have been destroyed, lost or stolen and which have been replaced or paid
as provided in Section 3.06), for principal (and premium, if any) and interest
to the date of such deposit (in the case of Securities


 


25

















 


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


 


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


 


(c)  the Issuer 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 the entire Indebtedness on all Securities of such series have
been complied with.


 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Issuer
to the Trustee under Section 7.07 and, if money shall have been deposited with
the Trustee pursuant to subclause (ii) of clause (1) of this Section, the
obligations of the Trustee under Section 5.03 and the last paragraph of Section
11.03 shall survive such satisfaction and discharge.


 


SECTION 5.02.  Option
to Effect Legal Defeasance or Covenant Defeasance.


 


The Issuer
may, at the option of its Board of Directors evidenced by a supplemental
indenture or, at any time, by a Board Resolution set forth in an Officers’
Certificate with respect to the Securities of any series, unless otherwise
specified pursuant to Section 3.01 with respect to a particular series of
Securities, elect to have either Section 5.03 or 5.04 be applied to all of the
Outstanding Securities of that series upon compliance with the conditions set
forth below in this Article Five.


 


SECTION 5.03.  Legal
Defeasance and Discharge.


 


Upon the
Issuer’s exercise under Section 5.02 of the option applicable to this Section
5.03, the Issuer shall be deemed to have been discharged from its obligations
with respect to all Outstanding Securities of the particular series and any
coupons appertaining thereto on the date the conditions set forth below are
satisfied (hereinafter, “Legal Defeasance”). 
For this purpose, such Legal Defeasance means that the Issuer shall be
deemed to have paid and discharged all the obligations relating to the
Outstanding Securities of that series, including any coupons appertaining
thereto, and the Securities of that series, including any coupons appertaining
thereto, shall thereafter be deemed to be “outstanding” only for the purposes
of Section 5.06 and the other Sections of this Indenture referred to below in
this Section 5.03, and to have satisfied all of its other obligations under
such Securities and any coupons appertaining thereto and this Indenture and
cured all then existing Events of Default (and the Trustee, on demand of and at
the expense of the Issuer, shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise terminated
or discharged hereunder:  (i) the
Issuer’s obligations with respect to Securities of such series under Sections
3.05, 3.06, 11.02 and 11.03, (ii) rights of Holders to receive payments of the
principal of (and premium, if any) and interest, if any, on the Securities of
such series as they shall become due from time to time and other rights, duties
and obligations of Holders as beneficiaries hereof with respect to the
amounts so deposited with the Trustee, (iii) the rights, obligations and
immunities of the Trustee


 


26

















 


hereunder (for which purposes the Securities of
such series shall be deemed outstanding) and (iv) this Article Five and the
obligations set forth in Section 5.06 hereof.


 


Subject to
compliance with this Article Five, the Issuer may exercise its option under
Section 5.03 notwithstanding the prior exercise of its option under Section
5.04 with respect to the Securities of a particular series and any coupons
appertaining thereto.


 


SECTION 5.04.  Covenant
Defeasance.


 


Upon the
Issuer’s exercise under Section 5.02 of the option applicable to this Section 5.04,
the Issuer shall be released from any obligations under the covenants contained
in Sections 9.01, 11.04, 11.05, 11.06, 11.08 and 11.09 hereof or established
pursuant to Sections 3.01 or 10.01 hereof with respect to the Outstanding
Securities of the particular series on and after the date the conditions set
forth below are satisfied (hereinafter, “Covenant Defeasance”), and the
Securities of that series and any coupons appertaining thereto shall thereafter
be deemed not “Outstanding” for the purposes of any direction, waiver, consent
or declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed “Outstanding”
for all other purposes hereunder (it being understood that such Securities
shall not be deemed outstanding for accounting purposes).  For this purpose, such Covenant Defeasance
means that, with respect to the Outstanding Securities of that series and any
coupons appertaining thereto, the Issuer may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a default or Event of Default under
Section 6.01(4) or any Event of Default specified pursuant to Section 3.01 or
10.01 but, except as specified above, the remainder of this Indenture and the
Securities of that series shall be unaffected thereby.


 


SECTION 5.05.  Conditions
to Legal or Covenant Defeasance.


 


The following
shall be the conditions to the application of either Section 5.03 or Section
5.04 to the Outstanding Securities of a particular series:


 


(a)  the Issuer must irrevocably
deposit, or cause to be irrevocably deposited, with the Trustee for the
Securities of that series, in trust, for the benefit of the Holders of the
Securities of that series, cash in the currency or currency unit in which the
Securities of that series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of that series), U.S. Government
Obligations  or a combination thereof in
such amounts as will be sufficient to pay the principal of, premium, if any,
and interest, if any, due on the outstanding Securities of that series and any
related coupons at the Stated Maturity, or on the applicable Redemption Date,
as the case may be, with respect to the outstanding Securities of that series
and any related coupons;


 


(b)  in the case of Legal
Defeasance only, the Issuer shall have delivered to the Trustee for the
Securities of that series (1) an Opinion of Counsel confirming that, subject to
customary assumptions and exclusions, since the date on which Securities of
such series were originally issued, there has been a change in the applicable
U.S. Federal


 


27

















 


income tax law, to the effect that, and based
thereon such Opinion of Counsel shall confirm that, subject to customary
assumptions and exclusions, the Holders of the Outstanding Securities of that
series will not recognize income, gain or loss for U.S. Federal income tax
purposes as a result of such Legal Defeasance and will be subject to U.S.
Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Legal Defeasance had not occurred or
(2) a copy of a ruling or other formal statement or action to that effect
received from or published by the U.S. Internal Revenue Service;


 


(c)  in the case of Covenant
Defeasance only, the Issuer shall have delivered to the Trustee for the
Securities of that series an Opinion of Counsel confirming that, subject to
customary assumptions and exclusions, the Holders of the Outstanding Securities
of that series will not recognize income, gain or loss for U.S. Federal income
tax purposes as a result of such Covenant Defeasance and will be subject to
such tax on the same amounts, in the same manner and at the same times as would
have been the case if such Covenant Defeasance had not occurred;


 


(d)  no Event of Default or event
which with the giving of notice or the lapse of time, or both, would become an
Event of Default with respect to the Securities of that series (other than any
event resulting from the borrowing of funds to be applied to make such deposit)
shall have occurred and be continuing on the date of such deposit;


 


(e)  such Legal Defeasance or
Covenant Defeasance shall not result in a breach or violation of, or constitute
a default under any material agreement (other than this Indenture) or
instrument to which the Issuer is a party or by which the Issuer is bound; and


 


(f)  the Issuer shall have
delivered to the Trustee for the Securities of that series an Officers’
Certificate and an Opinion of Counsel (which opinion of counsel may be subject
to customary assumptions and exclusions) each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance, as the case may be, have been complied with.


 


SECTION 5.06.  Survival
of Certain Obligations.


 


Notwithstanding
the satisfaction and discharge of the Securities of a particular series
referred to in Sections 5.01, 5.02, 5.04, or 5.05, the respective obligations
of the Issuer
and the Trustee for the Securities of a particular series under Sections 3.03,
3.04, 3.05, 3.06, 3.09, 5.07, 5.08, 5.09 and 6.08, Article Seven, and Sections
8.01, 8.02, 11.02, 11.03 and 11.04, shall survive with respect to Securities of
that series until the Securities of that series are no longer outstanding, and
thereafter the obligations of the Issuer
and the Trustee for the Securities of a particular series with respect to that
series under Sections 5.07, 5.08 and 5.09 shall survive.  Nothing contained in this Article Five shall
abrogate any of the obligations or duties of the Trustee of any series of
Securities under this Indenture.


 


28

















 


SECTION 5.07.  Application
of Trust Money.


 


Subject to the
provisions of the last paragraph of Section 11.03, all money deposited with the
Trustee pursuant to Sections 5.01 and 5.02 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
Issuer acting as its own Paying Agent) as the Trustee may determine, to
the Persons entitled thereto, of the principal (and premium, if any) and interest
for whose payment such money has been deposited with the Trustee.


 


SECTION 5.08.  Repayment
of Money Held by Paying Agent.


 


Any money
deposited with the Trustee or any other Paying Agent remaining unclaimed by the
Holders of any Securities for two years after the date upon which the principal
of or interest on such Securities shall have become due and payable, shall be
repaid to the Issuer by the Trustee or any such other Paying Agent and such
Holders shall thereafter be entitled to look to the Issuer only as general
creditors for payment thereof (unless otherwise provided by law); provided,
however, that, before the Trustee or any such other Paying Agent is
required to make any such payment to the Issuer, the Trustee may, upon the
request of the Issuer and at the expense of the Issuer, cause to be published
once in an Authorized Newspaper a notice that such money remains unclaimed and
that, after the date set forth in said notice, the balance of such money then
unclaimed will be returned to the Issuer.


 


SECTION 5.09.  Reinstatement.


 


If the Trustee
is unable to apply any money or U.S. Government Obligations in accordance with
Sections 5.01 or 5.02, as the case may be, by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Issuer’s
obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to Sections 5.01 or 5.02,
as the case may be, until such time as the Trustee is permitted to apply all
such money or U.S. Government Obligations in accordance with Sections 5.01 or
5.02, as the case may be; provided that, if the Issuer has made payment
of principal of, or interest on any Securities because of the reinstatement of
its obligations, the Issuer shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money or U.S. Government
Obligations held by the Trustee.


 


29

















 


ARTICLE SIX


 


REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT
OF DEFAULT


 


SECTION 6.01.  Events
of Default.


 


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


 


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


 


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


 


(3)  default in the deposit of any sinking fund payment, when
and as due by the terms of any Security of that series; or


 


(4)  default in the performance, or breach, of any covenant
or warranty of the Issuer or any Restricted Subsidiary in this Indenture or any
Security of that series (other than a covenant or warranty a default in whose
performance or whose breach is elsewhere in this Section specifically dealt
with or which has expressly been included in this Indenture solely for the
benefit of series of Securities other than that series), and continuance of
such default or breach for a period of 90 days after there has been given, by
registered or certified mail, to the Issuer by the Trustee or to the Issuer and
the Trustee by the Holders of at least 25% 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


 


(5)  the entry by a court having jurisdiction in the premises
of (A) a decree or order for relief in respect of the Issuer or any Significant
Restricted Subsidiary in an involuntary case or proceeding under any applicable
Bankruptcy Law or (B) a decree or order adjudging any Significant Restricted
Subsidiary a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of any Significant Restricted Subsidiary under any applicable federal or state
law, or appointing a Custodian of any Significant Restricted Subsidiary or of
any substantial part of their property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order for
relief or any such other decree or order unstayed and in effect for a period of
90 consecutive days; or


 


(6)  the commencement by the Issuer or any Significant
Restricted Subsidiary of a voluntary case or proceeding under any applicable
federal or state bankruptcy,


 


30

















 


insolvency,
reorganization or other similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, or the consent by it to the entry of a
decree or order for relief in respect of any Significant Restricted Subsidiary
in an involuntary case or proceeding under any applicable federal or state
bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against it, or
the filing by it of a petition or answer or consent seeking reorganization or
relief under any applicable federal or state law, or the consent by it to the
filing of such petition or to the appointment of or taking possession by a Custodian
of any Significant Restricted Subsidiary of any substantial part of its
property, or the making by it of an assignment for the benefit of creditors, or
the admission by it in writing of its inability to pay its debts generally as
they become due, or the taking of corporate action by any Significant
Restricted Subsidiary in furtherance of any such action, or the taking of any
comparable action under any foreign laws relating to insolvency;


 


(7)  except as permitted by this Indenture and the
Securities, the Guarantees shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in full force and
effect with respect to any Guarantor or any Guarantor shall deny or disaffirm
its obligations under its Guarantee; and


 


(8)  any other Event of Default provided with respect to
Securities of that series.


 


SECTION 6.02.  Acceleration
of Maturity; Rescission and Annulment.


 


If an Event of
Default with respect to Securities of any series at the time Outstanding (other
than of a type specified in Section 6.01(5) or (6)) occurs and is continuing,
then in every such case the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities of that series may declare the
principal amount (or, if the Securities of that series are Original Issue
Discount Securities, such portion of the principal amount as may be specified
in the terms of that series) of all of the Securities of that series to be due
and payable immediately, by a notice in writing to the Issuer (and to the
Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) shall become immediately due and payable, anything
in this Indenture or in any of the Securities of such series to the contrary notwithstanding.


 


At any time
after such a declaration of acceleration with respect to Securities of any
series has been made and before a judgment or decree for payment of the money
due has been obtained by the Trustee as hereinafter in this Article provided,
the Holders of a majority in principal amount of the Outstanding Securities of
that series, by written notice to the Issuer and the Trustee, may rescind and
annul such declaration and its consequences if


 


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


 


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


 


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


 


31

















 


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


 


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


 


and


 


(2)  all Events of Default with respect to Securities of that
series, other than the nonpayment of the principal 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.


 


Notwithstanding
the foregoing, in the case of an Event of Default arising under Section 6.01(5)
or (6), all outstanding Securities shall IPSO FACTO become due and payable
without further action or notice.


 


SECTION 6.03.  Collection
of Indebtedness and Suits for Enforcement by Trustee.


 


The Issuer
covenants that if


 


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


 


(2)  default is made in the payment of the principal of (or,
premium, if any, on) any Security at the Maturity thereof, or


 


(3)  default is made in the making or satisfaction of any
sinking fund payment or analogous obligation when the same becomes due pursuant
to the terms of any Security,


 


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


 


If the Issuer
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 Issuer or any
other obligor upon such Securities and collect the money adjudged or decreed to
be payable in the manner provided by law out of the property of the Issuer or
any other obligor upon such Securities, wherever situated.


 


32

















 


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


 


SECTION 6.04.  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 Issuer or any other obligor upon the Securities or the property of the
Issuer 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 Issuer for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,


 


(i)  to file and prove a claim
for the whole amount of principal (and premium, if any) and interest, if any,
owing and unpaid in respect of the Securities and to file such other papers or
documents and take such other actions, including participating as a member,
voting or otherwise, of any official committee of creditors appointed in such
matter, 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


 


(ii)  to collect and receive any
money or other property payable or deliverable on any such claim and to
distribute the same;


 


and any
Custodian 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 7.07.


 


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 except as aforesaid, to vote for the
election of a trustee in bankruptcy or similar person or to participate as a
member, voting or otherwise, on any committee of creditors.


 


SECTION 6.05.  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


 


33

















 


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 6.06.  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 premium, if any) or
interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:


 


FIRST:  To the payment of all
amounts due the Trustee under Section 7.07;


 


SECOND:  To the payment of the
amounts then due and unpaid for principal of (and premium, if any) 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 premium,
if any) and interest, respectively; and


 


THIRD:  To the payment of the
remainder, if any, to the Issuer, its successors or assigns, or as a court of
competent jurisdiction may direct.


 


SECTION 6.07.  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


 


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


 


(2)  the Holders of not less than a majority 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;


 


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


 


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


 


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


 


34

















 


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


 


SECTION 6.08.  Unconditional
Right of Holders to Receive Principal, Premium and Interest.


 


Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the
principal of (and premium, if any) and (subject to Section 3.07) interest on
such Security on the Stated Maturity or Maturities expressed in such Security
(or, in the case of redemption, on the Redemption Date) and the right to
institute suit for the enforcement of any such payment and such rights shall
not be impaired without the consent of such Holder.


 


SECTION 6.09.  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 Issuer, 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 the last paragraph of Section 3.06, 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 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


 


35

















 


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,


 


(b)  the Trustee shall not determine that the action so
directed would be unjustly prejudicial to the Holders of the Securities of such
series not taking part in such direction, or to the Holders of the Securities
of any other series, and


 


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


 


SECTION 6.13.  Waiver
of Past
Defaults.


 


Subject to
Section 6.02, 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


 


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


 


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


 


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


 


SECTION 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 and expenses, against
any party litigant in such suit, having due regard to the merits and good faith
of the claims or defenses made by such party litigant; but the provisions of
this Section shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% in principal amount of 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 premium, if any) or interest on any Security on or after the
Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).


 


36

















 


SECTION 6.15.  Waiver
of Stay or Extension Laws.


 


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


 


ARTICLE SEVEN


 


THE TRUSTEE


 


SECTION 7.01.  Certain
Duties and Responsibilities.


 


(a)  Except during the continuance
of an Event of Default,


 


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


 


(2)  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 certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture; but in the case
of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be
under a duty to examine the same to determine whether or not they conform to
the requirements of this Indenture but need not verify the accuracy of the
contents thereof or whether procedures specified by or pursuant to the
provisions of this Indenture have been followed in the preparation thereof.


 


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


 


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


 


(1)  this subsection shall not be construed to limit the
effect of Subsection (a) of this Section;


 


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


 


37

















 


(3)  the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in principal amount of the Outstanding
Securities of any series, determined as provided in Section 6.12, 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;
and


 


(4)  no provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.


 


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


 


SECTION 7.02.  Notice
of Defaults.


 


Within 90 days
after the occurrence of any default hereunder with respect to the Securities of
any series, the Trustee shall transmit by mail to all Holders of Securities of
such series, as their names and addresses appear in the Security Register,
notice of such default hereunder known to the Trustee, unless such default
shall have been cured or waived; provided, however, that, except
in the case of a default in the payment of the principal of (or premium, if any)
or interest on any Security of such series or in the payment of any sinking
fund or analogous obligation installment with respect to Securities of such
series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors or Responsible Officers of the Trustee in good faith determine that
the withholding of such notice is in the interest of the Holders of Securities
of such series; and provided, further, that in the case of any
default of the character specified in Section 6.01(4) with respect to
Securities of such series, no such notice to Holders shall be given until at
least 30 days after the occurrence thereof. 
For the purpose of this Section, the term “default” means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.


 


SECTION 7.03.  Certain
Rights of Trustee.


 


Subject to the
provisions of Section 7.01:


 


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


 


(b)  any request or direction of
the Issuer mentioned herein shall be sufficiently evidenced by a Issuer Request
or Issuer Order or similar document and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution;


 


38

















 


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


 


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


 


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


 


(f)  the Trustee shall not be bound
to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry
or investigation, it shall be entitled to examine the books, records and
premises of the Issuer, personally or by agent or attorney, at the expense of
the Issuer and shall incur no liability of any kind by reason of such inquiry
or investigation;


 


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


 


(h)  the Trustee shall not be
deemed to have notice or knowledge of any matter unless a Responsible Officer
assigned to and working in the Trustee’s corporate trust department has actual
knowledge thereof or unless written notice thereof is received by the Trustee
at the Corporate Trust Office and such notice references the Securities
generally, the Issuer or this Indenture. 
Whenever reference is made in this Indenture to an Event of Default,
such reference shall, insofar as determining any liability on the part of the
Trustee is concerned, be construed to refer only to an Event of Default of
which the Trustee is deemed to have knowledge in accordance with this
paragraph;


 


(i)  the permissive right of the
Trustee to take or refrain from taking any actions enumerated in this Indenture
shall not be construed as a duty;


 


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


 


(k)  the rights, privileges,
protections, immunities and benefits given to the Trustee, including, without
limitation, its right to be indemnified, are extended to, and shall be


 


39

















 


enforceable by, the Trustee in each of its
capacities hereunder, and to each agent, custodian and other Person employed to
act hereunder;


 


(l)  unless otherwise
specifically provided in this Indenture, any demand, request, direction or
notice from the Company or any Guarantor shall be sufficient if signed by an
Officer of the Company or such Guarantor. and


 


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


 


SECTION 7.04.  Not
Responsible for Recitals or Issuance of Securities.


 


The recitals
contained herein and in the Securities, except the Trustee’s certificate of
authentication, shall be taken as the statements of the Issuer, and the Trustee
assumes no responsibility for their correctness.  The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities.  The Trustee shall not be accountable for the use or application
by the Issuer of Securities or the proceeds thereof.


 


SECTION 7.05.  May
Hold Securities.


 


The Trustee,
any Paying Agent, any Security Registrar or any other agent of the Issuer, in
its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 7.08 and 7.13, may otherwise deal with the
Issuer with the same rights it would have if it were not Trustee, Paying Agent,
Security Registrar or such other agent.


 


SECTION 7.06.  Money
Held in Trust.


 


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


 


SECTION 7.07.  Compensation
and Reimbursement.


 


Each of the Issuer and the Guarantors, jointly and severally agrees


 


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


 


(2)  except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any


 


40

















 


such expense,
disbursement or advance as shall be determined to have been caused by its own
negligence or willful misconduct; and


 


(3)  to fully indemnify each of the Trustee or any
predecessor Trustee and their agents for, and to hold it harmless against, any
and all loss, liability, claim, damage or expense including taxes (other than
taxes based upon the income of the Trustee) incurred without negligence or
willful misconduct on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
costs and expenses, including reasonable attorneys’ fees, of defending itself
against any claim or liability in connection with the exercise or performance
of any of its powers or duties hereunder.


 


As security for
the performance of the obligations of the Issuer under this Section the Trustee
shall have a lien prior to the Securities upon all property and funds held or
collected by the Trustee, except funds held in trust for the benefit of the
Holders of particular Securities.


 


If the Trustee
incurs expenses or renders services after the occurrence of an Event of Default
specified in clause (5) or (6) of Section 6.01, the expenses and the
compensation for the services will be intended to constitute expenses of administration
under Bankruptcy Law.


 


The provisions
of this Section 7.07 shall survive the resignation or removal of the Trustee
and the termination of this Indenture.


 


SECTION 7.08.  Disqualification;
Conflicting Interests.


 


The Trustee
for the Securities of any series issued hereunder shall be subject to the
provisions of Section 310(b) of the Trust Indenture Act during the period of
time provided for therein.  In
determining whether the Trustee has a conflicting interest as defined in
Section 310(b) of the Trust Indenture Act with respect to the Securities of any
series, there shall be excluded this Indenture with respect to Securities of
any particular series of Securities other than that series.  Nothing herein shall prevent the Trustee
from filing with the Commission the application referred to in the second to
last paragraph of Section 310(b) of the Trust Indenture Act.


 


SECTION 7.09.  Corporate
Trustee Required; Eligibility.


 


There shall at
all times be a corporate Trustee hereunder which complies with the requirements
of Section 310(a) of the Trust Indenture Act, having a combined capital and
surplus of at least $50,000,000, subject to supervision or examination by
federal or state authority and having its Corporate Trust Office in the Borough
of Manhattan, The City of New York.  If
such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of said supervising or examining authority, then for
the purposes of this Section the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.  If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.


 


41

















 


SECTION 7.10.  Resignation
and Removal; Appointment of Successor.


 


(a)  No resignation or removal of
the Trustee and no appointment of a successor Trustee pursuant to this Article
shall become effective until the acceptance of appointment by the successor
Trustee in accordance with the applicable requirements of Section 7.11.


 


(b)  The Trustee may resign at any
time with respect to the Securities of one or more series by giving written
notice thereof to the Issuer.  If the
instrument of acceptance by a successor Trustee required by Section 7.11 shall
not have been delivered to the Trustee within 10 days after the giving of such
notice of resignation, the resigning Trustee at the expense of the Issuer may
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


 


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


 


(d)  If the instrument of
acceptance by a successor Trustee required by Section 7.11 shall not have been
delivered to the Trustee within 10 calendar days after the giving of such
notice of removal, the Trustee being removed may, at the expense of the Issuer,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


 


(e)  If at any time:


 


(1)  the Trustee shall fail to comply with Section 7.08(a)
after written request therefor by the Issuer or by any Holder who has been a
bona fide Holder of a Security for at least six months, or


 


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


 


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


 


then, in any
such case, (i) the Issuer by a Board Resolution may remove the Trustee with
respect to all Securities, or (ii) subject to Section 6.14, any Holder who has
been a bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.


 


(f)  If the Trustee shall resign, be removed
or become incapable of acting, or if a vacancy shall occur in the office of
Trustee for any cause with respect to the Securities of one or more series, the
Issuer, by a Board Resolution, shall promptly appoint a successor Trustee or
Trustees with respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the
Securities of one or more or all of such


 


42

















 


series and that at any time there shall be
only one Trustee with respect to the Securities of any particular series) and
shall comply with the applicable requirements of Section 7.11.  If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Issuer and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 7.11, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Issuer.  If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Issuer or the
Holders and accepted appointment in the manner required by Section 7.11, any
Holder who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


 


(g)  The Issuer shall give notice
of each resignation and each removal of the Trustee with respect to the
Securities of any series and each appointment of a successor Trustee with
respect to the Securities of any series by mailing written notice of such event
to all Holders of Securities of such series as their names and addresses appear
in the Security Register.  Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.


 


SECTION 7.11.  Acceptance
of Appointment by Successor.


 


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


 


(b)  In case of the appointment
hereunder of a successor Trustee with respect to the Securities of one or more
(but not all) series, the Issuer, the retiring Trustee and each successor
Trustee with respect to the Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each successor Trustee shall
accept such appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series as to which the retiring Trustee is not retiring shall
continue to be vested in the retiring Trustee, and (3) shall add to or change
any of the provisions of this Indenture as shall be


 


43

















 


necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Issuer or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.


 


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


 


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


 


SECTION 7.12.  Merger,
Conversion, Consolidation or Succession to Business.


 


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


 


SECTION 7.13.  Preferential
Collection of Claims Against Issuer.


 


The Trustee is
subject to Section 311(a) of the Trust Indenture Act, excluding any creditor
relationship listed in Section 311(b) of the Trust Indenture Act.  A Trustee who has resigned or been removed
shall be subject to Section 311(a) of the Trust Indenture Act to the extent
indicated therein.


 


ARTICLE EIGHT


 


HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
ISSUER


 


SECTION 8.01.  Issuer
to Furnish Trustee Names and Addresses of Holders.


 


The Issuer
will furnish or cause to be furnished to the Trustee


 


44

















 


(a)           semi-annually,
either (i) not later than June 1 and November 1 in each year in the case of
Original Issue Discount Securities of any series which by their terms do not
bear interest prior to Maturity, or (ii) not more than 15 days after each
Regular Record Date in the case of Securities of any other series, a list, each
in such form as the Trustee may reasonably require, of the names and addresses
of the Holders of Securities of such series as of the preceding June 1 or
November 1 or as of such Regular Record Date, as the case may be; and


 


(b)           at such other times
as the Trustee may request in writing, within 30 days after the receipt by the
Issuer of any such request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is furnished;


 


provided,
however, that so long as the Trustee is the Security Registrar with
respect to Securities of any series, no such lists need be furnished.


 


SECTION 8.02.  Preservation
of Information; Communications to Holders.


 


(a)  The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 8.01 and the names and addresses of Holders
received by the Trustee in its capacity as Security Registrar.  The Trustee may destroy any list furnished
to it as provided in Section 8.01 upon receipt of a new list so furnished.


 


(b)  The
rights of Holders to communicate with other Holders with respect to their
rights under this Indenture or under the Securities and the corresponding
rights and duties of the Trustee shall be provided by the Trust Indenture Act.


 


(c)  Every Holder of Securities, by
receiving and holding the same, agrees with the Issuer and the Trustee that
neither the Issuer nor the Trustee nor any agent of either of them shall be
held responsible by reason of the disclosure of any such information as to the
names and addresses of the Holders in accordance with Section 8.02(b),
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 8.02(b).


 


SECTION 8.03.  Reports
by Trustee.


 


Within 60 days
after the first May 15th occurring subsequent to the initial
issuance of Securities hereunder and within 60 days after each May 15th
occurring thereafter, the Trustee shall transmit by mail to the Holders, as
hereinafter provided, a brief report (but in no event shall such report be
transmitted more than twelve months after the date of the initial issuance of
the Securities in the case of the first such report and at stated intervals of
more than twelve months in the case of each subsequent report) dated as of May
15th that complies with Section 3.13(a) of the Trust Indenture Act
(but, if no event described in Section 3.13 of the Trust Indenture Act has
occurred within the twelve months preceding the reporting date, no report need
be transmitted). The Trustee also shall comply with Trust Indenture Act
Section 313(b).  The Trustee also
shall transmit by mail all reports as required by Trust Indenture Act
Section 313(c).


 


45

















 


A copy of each
report at the time of its mailing to Holders shall be filed with the Commission
and each stock exchange on which the Securities are listed in accordance with
Trust Indenture Act Section 313(d). 
The Issuer shall notify the Trustee when the Securities are listed on
any stock exchange or delisted therefrom.


 


ARTICLE NINE


 


CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER
OR LEASE


 


SECTION 9.01.  Merger,
Consolidation, etc. Only on Certain Terms.


 


The Issuer
shall not consolidate with or merge into any other Person or convey, transfer
or lease its properties and assets substantially as an entirety to any Person,
unless:


 


(1)  the Issuer shall consolidate with or merge into another
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, the Person formed by such consolidation or into
which the Issuer is merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of the Issuer
substantially as an entirety shall be a Person organized and existing under the
laws of the United States of America, any State thereof or the District of
Columbia and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, all
the obligations of the Issuer under this Indenture and the Securities and
immediately after such transaction no Event of Default shall have happened or
be continuing; and


 


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


 


SECTION 9.02.  Successor
Corporation Substituted.


 


Upon any
consolidation by the Issuer with or merger by the Issuer into any other Person
or any conveyance, transfer or lease of the properties and assets of the Issuer
substantially as an entirety in accordance with Section 9.01, the successor
Person formed by such consolidation or into which the Issuer 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 Issuer under
this Indenture with the same effect as if such successor Person had been named
as the Issuer herein, and thereafter, except in the case of a lease, the
predecessor corporation shall be relieved of all obligations and covenants
under this Indenture and the Securities.


 


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ARTICLE TEN


 


SUPPLEMENTAL INDENTURES


 


SECTION 10.01.  Supplemental
Indentures without Consent of Holders.


 


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


 


(1)  to evidence the succession of another Person to the
Issuer and the assumption by any such successor of the covenants of the Issuer
herein and in the Securities (pursuant to Article Nine, if applicable); or


 


(2)  to add to the covenants of the Issuer for the benefit of
the Holders of all or any series of Securities (and if such covenants are to be
for the benefit of less than all series of Securities, stating that such
covenants are expressly being included solely for the benefit of such series)
or to surrender any right or power herein conferred upon the Issuer; or


 


(3)  to add any additional Events of Default (and if such
Events of Default are to be applicable to less than all series of Securities,
stating that such Events of Default are expressly being included solely to be
applicable to such series); or


 


(4)  to add to or change any of the provisions of this
Indenture to such extent as shall be necessary to permit or facilitate the
issuance of Securities in bearer form, registrable or not registrable as to
principal, and with or without interest coupons, or to provide for
uncertificated Securities (so long as any “registration-required obligation”
within the meaning of section 163(f)(2) of the Internal Revenue Code of 1986,
as amended, is in registered form for purposes of such section); or


 


(5)  to change or eliminate any of the provisions of this
Indenture, provided that any such change or elimination shall become
effective only when there is no Security Outstanding of any series created
prior to the execution of such supplemental indenture which is entitled to the
benefit of such provision; or


 


(6)  to secure the Securities; or


 


(7)  to establish the form or terms of Securities of any
series as permitted by Sections 2.01 and 3.01; or


 


(8)  to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the Securities of
one or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 7.11(b); or


 


47

















 


(9)  to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other provision herein, to
eliminate any conflict between the terms hereof and the Trust Indenture Act or
to make any other provision with respect to matters or questions arising under
this Indenture, provided such action shall not adversely affect the
interests of the Holders of Securities of any series in any material respect.


 


SECTION 10.02.  Supplemental
Indentures with Consent of Holders.


 


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


 


(1)  change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium payable
upon the redemption thereof, or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 6.02,
or adversely affect any right of repayment at the option of the Holder of any
Security, or reduce the amount of, or postpone the date fixed for, the payment
of any sinking fund or analogous obligation, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date), in
each case other than the amendment or waiver in accordance with the terms of
this Indenture of any covenant or related definition included pursuant to
Section 3.01 that provides for an offer to repurchase any Securities of a
series upon a sale of assets or change of control transaction, or


 


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


 


(3)  modify any of the provisions of this Section, Section
6.13 or Section 11.07, except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security affected
thereby.


 


A supplemental
indenture which changes or eliminates any covenant or other provision of this
Indenture which has expressly been included solely for the benefit of one or
more particular series of Securities, or which modifies the rights of the
Holders of Securities of such series with


 


48

















 


respect to
such covenant or other provision, shall be deemed not to affect the rights
under this Indenture of the Holders of Securities of any other series.


 


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


 


SECTION 10.03.  Execution
of Supplemental Indentures.


 


In executing,
or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by
this Indenture, the Trustee shall be provided with, and shall be fully
protected in relying upon, in addition to the documents required by section
1.02 hereof, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture.  The Trustee in its sole discretion may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.


 


SECTION 10.04.  Effect
of Supplemental Indentures.


 


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


 


SECTION 10.05.  Conformity
with Trust Indenture Act.


 


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


 


SECTION 10.06.  Reference
in Securities to Supplemental Indentures.


 


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


 


SECTION 10.07.  Notice
of Supplemental Indenture.


 


Promptly after
the execution by the Issuer and the Trustee of any supplemental indenture
pursuant to Section 10.02, the Issuer shall transmit, in the manner and to the
extent provided in Section 1.05, to all Holders of any series of the Securities
affected thereby, a notice setting forth in general terms the substance of such
supplemental indenture.


 


49

















 


ARTICLE ELEVEN


 


COVENANTS


 


SECTION 11.01.  Payment
of Principal, Premium and Interest.


 


The Issuer
covenants and agrees for the benefit of the Holders of Securities of each
series that it will duly and punctually pay the principal of (and premium, if
any) and interest, if any, on the Securities of that series in accordance with
the terms of the Securities of that series and this Indenture.


 


SECTION 11.02.  Maintenance
of Office or Agency.


 


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


 


The Issuer may
also from time to time designate one or more other offices or agencies where
the Securities of one or more series may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner
relieve the Issuer of its obligation to maintain an office or agency in each
Place of Payment for Securities of any series for such purposes.  The Issuer will give prompt written notice
to the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.


 


SECTION 11.03.  Money
for Securities Payments to Be Held in Trust.


 


If the Issuer
shall at any time act as Paying Agent with respect to any series of Securities,
it will, on or before each due date of the principal of (and premium, if any)
or interest, if any, on the Securities of that series, set aside, segregate and
hold in trust for the benefit of the Persons entitled thereto a sum sufficient
to pay the principal (and premium, if any) or interest so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act or of any failure by the Issuer (or by any other obligor on the Securities
of that series) to make any payment of the principal of (and premium, if any)
or interest, if any, on the Securities of such series when the same shall be
due and payable.


 


Whenever the
Issuer shall have one or more Paying Agents for any series of Securities, it
will, prior to 10:00 a.m. New York time on each due date of the principal of
(and premium, if any) or interest on any Securities of that series, deposit
with a Paying Agent a sum sufficient to pay the principal (and premium, if any)
or interest, if any, so becoming due, such


 


50

















 


sum to be held in trust for the benefit of
the Persons entitled to such principal (and premium, if any) or interest, and
(unless such Paying Agent is the Trustee) the Issuer will promptly notify the
Trustee of its action or failure so to act.


 


If the Issuer
shall appoint a Paying Agent other than the Trustee for any series of
Securities, it will cause such Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section, that such Paying Agent will:


 


(1)  hold all sums held by it for the payment of the
principal of (and premium, if any) or interest, if any, on the Securities of
that series in trust for the benefit of the Persons entitled thereto until such
sums shall be paid to such Persons or otherwise disposed of as herein provided;


 


(2)  give the Trustee notice of any default by the Issuer (or
any other obligor upon the Securities of that series) in the making of any
payment of principal (and premium, if any) or interest, if any, on the
Securities of that series; and


 


(3)  at any time during the continuance of any such default,
upon the written request of the Trustee, forthwith pay to the Trustee all sums
so held in trust by such Paying Agent.


 


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


 


Any money
deposited with the Trustee or any Paying Agent, or then held by the Issuer in
trust for the payment of the principal of (and premium, if any) or interest on
any Security of any series and remaining unclaimed for two years after such
principal (and premium, if any) or interest has become due and payable shall be
paid to the Issuer on Issuer Request subject to applicable abandoned property
and escheat law, or (if then held by the Issuer) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Issuer for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Issuer as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to
make any such repayment, may at the expense of the Issuer cause to be published
once a week for two consecutive weeks (in each case on any day of the week) in
an Authorized Newspaper notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Issuer.


 


51

















 


SECTION 11.04.  Corporate
Existence.


 


Subject to
Article Nine, the Issuer will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence.


 


SECTION 11.05.  Payment
of Taxes and Other Claims.


 


The Issuer
will, and will cause each Restricted Subsidiary to, pay or discharge or cause
to be paid or discharged, before the same shall become delinquent, (1) all
taxes, assessments and governmental charges levied or imposed upon the Issuer
or any Restricted Subsidiary or upon the income, profits or property of the
Issuer or any Restricted Subsidiary, and (2) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien upon the
property of the Issuer or any Restricted Subsidiary; provided, however,
that none of the Issuer nor any Restricted Subsidiary shall be required to pay
or discharge or cause to be paid or discharged any such tax, assessment, charge
or claim whose amount, applicability or validity is being contested in good
faith by appropriate proceedings.


 


SECTION 11.06.  Maintenance
of Properties.


 


The Issuer
will cause all its properties used or useful in the conduct of its business to
be maintained and kept in reasonably good condition, repair and working order
and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Issuer may be necessary so that the
business carried on in connection therewith may be properly conducted at all
times; provided,  however, that nothing in this Section shall
prevent the Issuer from discontinuing the operation or maintenance of any of
its properties if such discontinuance is, in the judgment of the Issuer
desirable in the conduct of its business and not disadvantageous in any
material respect to the Holders of the Securities of any series.


 


SECTION 11.07.  Waiver
of Certain Covenants.


 


The Issuer may
omit in any particular instance to comply with any term, provision or condition
set forth in Sections 11.04, 11.05 and 11.06 or established pursuant to Section
3.01 or 10.01, with respect to the Securities of any series, if before the time
for such compliance the Holders of at least a majority in principal amount of
the Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Issuer and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.


 


SECTION 11.08.  Statement
by Officers as to Default.


 


The Issuer
will, within 120 days after the close of each fiscal year, commencing with the
first fiscal year following the issuance of Securities of any series under this
Indenture, file with the Trustee a certificate of the principal executive
officer, the principal financial officer or the principal accounting officer of
the Issuer, covering the period from the date of issuance of such Securities to
the end of the fiscal year in which such Securities were issued, in the case of


 


52

















 


the first such certificate, and covering the
preceding fiscal year in the case of each subsequent certificate, and stating
whether or not, to the knowledge of the signer, the Issuer has complied with
all conditions and covenants on its part contained in this Indenture, and, if
the signer has obtained knowledge of any default by the Issuer in the
performance, observance or fulfillment of any such condition or covenant,
specifying each such default and the nature thereof.  For the purpose of this Section 11.08, compliance shall be
determined without regard to any grace period or requirement of notice provided
pursuant to the terms of this Indenture.


 


SECTION 11.09.  Reports
by the Issuer.


 


The Issuer and
each Guarantor shall:


 


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


 


(2)  file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance by the
Issuer with the conditions and covenants of this Indenture as may be required
from time to time by such rules and regulations (it being understood that any
Guarantor not required to file with the SEC pursuant to Section 13 or 15(d) of
the Exchange Act shall not be required to file such reports with the SEC or
Trustee); and


 


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


 


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


 


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SECTION 11.10.  Further
Assurances.


 


From time to
time whenever reasonably demanded by the Trustee, the Issuer will make, execute
and deliver or cause to be made, executed and delivered any and all such
further and other instruments and assurances as may be reasonably necessary or
proper to carry out the intention or facilitate the performance of the terms of
this Indenture.


 


ARTICLE TWELVE


 


REDEMPTION OF SECURITIES


 


SECTION 12.01.  Applicability
of Article.


 


Securities of
any series which are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise specified as
contemplated by Section 3.01 for Securities of any series) in accordance with
this Article.


 


SECTION 12.02.  Election
to Redeem; Notice to Trustee.


 


The election
of the Issuer to redeem any Securities shall be evidenced by a Board
Resolution.  In case of any redemption
at the election of the Issuer of the Securities of any series, the Issuer
shall, at least 45 days prior to the Redemption Date fixed by the Issuer
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Securities of
such series to be redeemed.  In the case
of any redemption of Securities prior to the expiration of any restriction on
such redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Issuer shall furnish the Trustee with an Officers’ Certificate
evidencing compliance with such restriction.


 


SECTION 12.03.  Selection
by Trustee of Securities to Be Redeemed.


 


If less than
all the Securities of any series are to be redeemed, the particular Securities
to be redeemed shall be selected not more than 45 days prior to the Redemption Date
by the Trustee, from the Outstanding Securities of such series not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Securities of that series or
any integral multiple thereof) of the principal amount of Securities of such
series of a denomination larger than the minimum authorized denomination for
Securities of that series; provided, however, that Securities of
such series registered in the name of the Issuer shall be excluded from any
such selection for redemption until all Securities of such series not so
registered shall have been previously selected for redemption.


 


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


 


For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case
of any Securities


 


54

















 


redeemed or to be redeemed only in part, to
the portion of the principal amount of such Securities which has been or is to
be redeemed.


 


SECTION 12.04.  Notice of
Redemption.


 


Notice of
redemption shall be given not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed.


 


All notices of
redemption shall identify the Securities to be redeemed (including CUSIP
numbers) and shall state:


 


(1)  the Redemption Date,


 


(2)  the Redemption Price,


 


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


 


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


 


(5)  that interest, if any, accrued to the date fixed for
redemption will be paid as specified in said notice,


 


(6)  the place or places where such Securities are to be
surrendered for payment of the Redemption Price, and


 


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


 


Notice of
redemption of Securities to be redeemed at the election of the Issuer shall be
given by the Issuer or, at the Issuer’s request, by the Trustee in the name and
at the expense of the Issuer.  No such
notice shall be given at any time when the Issuer or the Trustee shall have
received notice that there exists a default specified in the first paragraph of
Section 4.03 or that such a default will exist at the date fixed for such
redemption or as a result of such redemption.


 


SECTION 12.05.  Deposit
of Redemption Price.


 


Prior to 10:00
a.m. New York time on any Redemption Date, the Issuer shall deposit with the
Trustee or with a Paying Agent (or, if the Issuer is acting as Paying Agent,
segregate and hold in trust as provided in Section 11.03) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date.


 


55

















 


SECTION 12.06.  Securities
Payable on Redemption Date.


 


Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Issuer shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. 
Upon surrender of any such Security for redemption in accordance with
said notice, such Security shall be paid by the Issuer at the Redemption Price,
together with accrued interest to the Redemption Date, provided, however,
that installments of interest whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
3.07.


 


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


 


SECTION 12.07.  Securities
Redeemed in Part.


 


Any Security
which is to be redeemed only in part shall be surrendered at a Place of Payment
therefor (with, if the Issuer or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Issuer and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing), and the Issuer shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security
or Securities of the same series, of any authorized denomination as requested
by such Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the security so surrendered.  Securities in denominations larger than
$1,000 may be redeemed in part, but only in whole multiples of $1,000.


 


SECTION 12.08.  Securities
No Longer Outstanding After Notice to Trustee and Deposit of Cash.


 


If the Issuer,
having given notice to the Trustee as provided in Section 12.02, shall have
deposited with the Trustee or a Paying Agent, for the benefit of the Holders of
any Securities of any series or portions thereof called for redemption in whole
or in part cash or other form of payment if permitted by the terms of such
Securities (which amount shall be immediately due and payable to the Holders of
such Securities or portions thereof), in the amount necessary so to redeem all
such Securities or portions thereof on the Redemption Date and provision satisfactory
to the Trustee shall have been made for the giving of notice of such
redemption, such Securities or portions thereof, shall thereupon, for all
purposes of this Indenture, be deemed to be no longer Outstanding, and the
Holders thereof shall be entitled to no rights thereunder or hereunder, except
the right to receive payment of the Redemption Price, together with interest
accrued to the Redemption Date, on or after the Redemption Date of such
Securities or portions thereof.


 


56

















 


ARTICLE THIRTEEN


 


SINKING FUNDS


 


SECTION 13.01.  Applicability
of Article.


 


The provisions
of this Article shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by Section
3.01 for Securities of such series.


 


The minimum
amount of any sinking fund payment provided for by the terms of Securities of
any series is herein referred to as a “mandatory sinking fund payment,” and any
payment in excess of such minimum amount provided for by the terms of
Securities of any series is herein referred to as an “optional sinking fund
payment.”  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 13.02.  Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.


 


SECTION 13.02.  Satisfaction
of Sinking Fund Payments with Securities.


 


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


 


SECTION 13.03.  Redemption
of Securities for Sinking Fund.


 


Not less than
45 days prior to each sinking fund payment date for any series of Securities,
the Issuer will deliver to the Trustee an Officers’ Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 13.02
and will also deliver to the Trustee any Securities to be so delivered.  Not less than 30 days before each such
sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section
12.03 and cause notice of the redemption thereof to be given in the name of and
at the expense of the Issuer in the manner provided in Section 12.04.  Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 12.06 and 12.07.


 


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ARTICLE FOURTEEN


 


IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS


 


SECTION 14.01.  Exemption
from Individual Liability.


 


No recourse
under or upon any obligation, covenant or agreement of this Indenture, or of
any Security, or for any claim based thereon or otherwise in respect thereof,
shall be had against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Issuer or of any successor Person, either
directly or through the Issuer, whether by virtue of any constitution, statute
or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this Indenture and the
obligations issued hereunder are solely corporate obligations of the Issuer,
and that no such personal liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers or directors, as such,
of the Issuer or of any successor Person, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom; and that any and all such personal
liability, either at common law or in equity or by constitution or statute, of,
and any and all such rights and claims against, every such incorporator,
stockholder, officer or director, as such, because of the creation of the indebtedness
hereby authorized, or under or by reason of the obligations, covenants or
agreements contained in this Indenture or in any of the Securities or implied
therefrom, are hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issuance of the
Securities.


 


ARTICLE FIFTEEN


 


MEETINGS OF HOLDERS OF SECURITIES


 


SECTION 15.01.  Purposes
of Meetings.


 


A meeting of
Holders of Securities of all or any series may be called at any time and from time
to time pursuant to the provisions of this Article for any of the following
purposes:


 


(1)  to give any notice to the Issuer or to the Trustee, or
to give any directions to the Trustee, or to waive any default hereunder and
its consequences, or to take any other action authorized to be taken by the
Holders of Securities pursuant to any of the provisions of Article Six;


 


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


 


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


 


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


 


SECTION 15.02.  Call
of Meetings by Trustee.


 


The Trustee
may at any time call a meeting of Holders of Securities of all or any series to
take any action specified in Section 15.01, to be held at such time and at such
place in the Borough of Manhattan, The City of New York, as the Trustee shall
determine.  Notice of every meeting of
the Holders of Securities of all or any series, setting forth the time and
place of such meeting and in general terms the action proposed to be taken at
such meeting, shall be given to all Holders of Securities of each series that
may be affected by the action proposed to be taken at such meeting by
publication at least twice in an Authorized Newspaper prior to the date fixed
for the meeting, the first publication to be not less than 20 nor more than 180
days prior to the date fixed for the meeting, and the last publication to be
not more than five days prior to the date fixed for the meeting, or such notice
may be given to Holders by mailing the same by first class mail, postage
prepaid, to the Holders of Securities at the time Outstanding, at their
addresses as they shall appear in the Security Register, not less than 20 nor
more than 60 days prior to the date fixed for the meeting.  Failure to receive such notice or any defect
therein shall in no case affect the validity of any action taken at such
meeting.  Any meeting of Holders of
Securities of all or any series shall be valid without notice if the Holders of
all such Securities Outstanding, the Issuer and the Trustee are present in
person or by proxy or shall have waived notice thereof before or after the meeting.


 


SECTION 15.03.  Call
of Meetings by Issuer or Holders.


 


In case at any
time the Issuer by Board Resolution, or the Holders of at least 10% in
aggregate principal amount of the Securities then Outstanding of each series
that may be affected by the action proposed to be taken at the meeting shall
have requested the Trustee to call a meeting of Holders of Securities of all
series that may be so affected to take any action authorized in Section 15.01
by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed or made the first
publication of the notice of such meeting within 30 days after receipt of such
request, then the Issuer or the Holders in the amount above specified may
determine the time and the place in the Borough of Manhattan, The City of New
York for such meeting and may call such meeting by mailing or publishing notice
thereof as provided in Section 15.02.


 


SECTION 15.04.  Qualification
for Voting.


 


To be entitled
to vote at any meeting of Holders a Person shall (a) be a Holder of one or more
Securities of a series affected by the action proposed to be taken, or (b) be a
Person appointed by an instrument in writing as proxy by the Holder of one or
more such Securities.  The right of
Holders to have their votes counted shall be subject to the proviso in the
definition of “Outstanding” in Section 1.01. 
The only Persons who shall be entitled to be present or to speak at any
meeting of Holders shall be the Persons entitled to vote at such meeting and
their


 


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counsel, any representatives of the Trustee
and its counsel and any representatives of the Issuer and its counsel.


 


SECTION 15.05.  Quorum;
Adjourned Meetings.


 


At any meeting
of Holders, the presence of Persons holding or representing Securities in an
aggregate principal amount sufficient to take action on the business for the
transaction of which such meeting was called shall be necessary to constitute a
quorum.  No business shall be transacted
in the absence of a quorum unless a quorum is represented when the meeting is
called to order.  In the absence of a
quorum within 30 minutes of the time appointed for any such meeting, the
meeting shall, if convened at the request of the Holders of Securities (as
provided in Section 15.03), be dissolved. 
In any other case the Persons holding or representing a majority in
aggregate principal amount of the Securities represented at the meeting may
adjourn such a meeting for a period of not less than 10 days with the same
effect, for all intents and purposes, as though a quorum had been present.  In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be similarly further adjourned
for a period of not less than 10 days. 
Notice of the reconvening of any adjourned meeting shall be given as
provided in Section 15.02 except that, in the case of publication, such notice
need be published only once but must be given not less than five days prior to
the date on which the meeting is scheduled to be reconvened, and in the case of
mailing, such notice may be mailed not less than five days prior to such date.


 


Any Holder of
a Security who has executed an instrument in writing complying with the
provisions of Section 1.04 shall be deemed to be present for the purposes of
determining a quorum and be deemed to have voted; provided, however,
that such Holder shall be considered as present or voting only with respect to
the matters covered by such instrument in writing.


 


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


 


SECTION 15.06.  Regulations.


 


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


 


The Trustee
shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Issuer or by Holders
of Securities as provided in Section 15.03, in which case the Issuer or the
Holders of Securities calling the meeting, as the case may be, shall in like
manner appoint a temporary chairman.  A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Holders of a majority in principal amount of the Securities
represented at the meeting.


 


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At any meeting
each Holder of a Security of a series entitled to vote at such meeting, or
proxy therefor, shall be entitled to one vote for each $1,000 principal amount
(in the case of Original Issue Discount Securities, such principal amount to be
determined as provided in the definition of “Outstanding”) of Securities of
such series held or represented by him; provided, however, that
no vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of the meeting to be
not Outstanding.  The chairman of the
meeting shall have no right to vote except as a Holder of Securities of such
series or proxy therefor.  Any meeting
of Holders of Securities duly called pursuant to the provisions of Section
15.02 or 15.03 at which a quorum is present may be adjourned from time to time,
and the meeting may be held as so adjourned without further notice.


 


SECTION 15.07.  Voting
Procedure.


 


The vote upon
any resolution submitted to any meeting of Holders shall be by written ballot
on which shall be subscribed the signatures of the Holders of Securities
entitled to vote at such meeting, or proxies therefor, and on which shall be
inscribed an identifying number or numbers or to which shall be attached a list
of identifying numbers of the Securities so held or represented by them.  The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports in duplicate of all votes cast at
the meeting.  A record in duplicate of
the proceedings of each meeting of Holders of Securities shall be prepared by
the secretary of the meeting and there shall be attached to said record the
original reports of the inspectors of votes on any vote by ballot taken thereat
and affidavits by one or more Persons having knowledge of the facts setting
forth a copy of the notice of the meeting and showing that said notice was
mailed or published as provided in Section 15.02 and, if applicable, Section
15.05.  The record shall be signed and
verified by the permanent chairman and secretary of the meeting and one of the
duplicates shall be delivered to the Issuer and the other to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting.


 


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


 


SECTION 15.08.  Written
Consent in Lieu of Meetings.


 


The written
authorization or consent by the Holders of the requisite percentage in
aggregate principal amount of Securities of any series herein provided,
entitled to vote at any such meeting, evidenced as provided in Section 1.04 and
filed with the Trustee, shall be effective in lieu of a meeting of the Holders
of Securities of such series, with respect to any matter provided for in this Article
Fifteen.


 


SECTION 15.09.  No
Delay of Rights by Meeting.


 


Nothing
contained in this Article shall be deemed or construed to authorize or permit,
by reason of any call of a meeting of Holders of Securities of any or all
series or any rights expressly or impliedly conferred hereunder to make such
call, any hindrance or delay in


 


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the exercise of any right or rights conferred
upon or reserved to the Trustee or the Holders of Securities of any or all such
series under any provisions of this Indenture or the Securities.


 


ARTICLE SIXTEEN


GUARANTEE


 


SECTION 16.01.  
Subsidiary Guarantee


 


Each of the
Guarantors hereby, jointly and severally, fully and unconditionally guarantees
to each Holder of a Security authenticated and delivered by the Trustee and to
the Trustee and its successors and assigns, irrespective of the validity and
enforceability of this Indenture, the Securities or the obligations of the
Issuer hereunder or thereunder, that:  (a) the principal of, and
premium and Additional Interest, if any, and interest on the Securities will be
promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of, premium and
Additional Interest, if any, and interest on the Securities, if any, if lawful,
and all other obligations of the Issuer to the Holders or the Trustee hereunder
or thereunder will be promptly paid in full or performed, all in accordance
with the terms hereof and thereof; and (b) in case of any extension of
time of payment or renewal of any Securities or any of such other obligations,
the same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise; provided, however,
that the maximum liability of a Guarantor pursuant to this Guarantee shall in
no event exceed the Maximum Guaranteed Amount (as defined below).  Failing payment when due of any amount so
guaranteed or any performance so guaranteed for whatever reason, the Guarantors
will be jointly and severally obligated to pay the same immediately.  The
Guarantors hereby agree that their obligations hereunder shall be absolute and
unconditional, irrespective of the validity, regularity or enforceability of
the Securities or this Indenture, the absence of any action to enforce the
same, any waiver or consent by any Holder of the Securities with respect to any
provisions hereof or thereof, the recovery of any judgment against the Issuer,
any action to enforce the same or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of a guarantor other than
the defense that payment has been made or that the other relevant obligations
have been paid or performed.  Each Guarantor hereby waives diligence,
presentment, demand of payment, claim of fraud, filing of claims with a court
in the event of insolvency or bankruptcy of the Issuer, any right to require a
proceeding first against the Issuer, protest, notice and all demands whatsoever
and covenant that this Guarantee will not be discharged except by complete
performance of the obligations contained in the Securities and this
Indenture.  If any Holder or the Trustee is required by any court or
otherwise to return to the Issuer or Guarantors, or any Custodian, trustee,
liquidator or other similar official acting in relation to either the Issuer or
Guarantors, any amount paid by either to the Trustee or such Holder, this
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.  Each Guarantor agrees that it shall not be entitled to
any right of subrogation in relation to the Holders in respect of any
obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby.  Each Guarantor further agrees that, as between the
Guarantors, on the one hand, and the Holders and the Trustee, on the other
hand, (x) the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article 6 for the purposes of this Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in
the event of any declaration of acceleration of such obligations as provided in



 


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Article 6, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this Guarantee.  The Guarantors shall have the right to
seek contribution from any non-paying Guarantor so long as the exercise of such
right does not impair the rights of the Holders under the Guarantee.


 


The “Maximum
Guaranteed Amount” means, with respect to any Guarantor, the amount which
allows the Guarantee to be enforceable to the fullest extent permitted by law,
limited only to the extent necessary for the Guarantee to not constitute a
fraudulent conveyance.


 


Each Guarantor
shall be subrogated to all rights of each Holder of any Securities against the
Issuer in respect of any amounts paid to the Holders by such Guarantor pursuant
to the provisions of this Guarantee; provided
that the Guarantors shall not be entitled to enforce, or to receive, any
payments arising out of or based upon, such right of subrogation until the
principal of, premium and Additional Interest, if any, and interest on all the
Securities shall have been paid in full and nothing remains owed to the Trustee
pursuant to this Indenture.


 


The Guarantee
set forth in this Section 10.01 shall not be valid or become obligatory
for any purpose with respect to a Security until the certificate of
authentication on such Security shall have been signed by or on behalf of the
Trustee.


 


No
Unrestricted Subsidiary shall become a guarantor of any Indebtedness of the
Issuer or any Restricted Subsidiaries unless such Unrestricted Subsidiary
becomes a guarantor of the Securities.


 


SECTION 16.02.  Execution
and Delivery of Guarantee


 


To evidence
its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby
agrees that a notation of such Guarantee substantially in the form of
Exhibit A-1 shall be endorsed by an officer of such Guarantor on each
Security authenticated and delivered by the Trustee and that this Indenture
shall be executed on behalf of such Guarantor by its President or one of its
Vice Chairmen or Vice Presidents.


 


Each Guarantor
hereby agrees that its Guarantee set forth in Section 10.01 shall remain
in full force and effect notwithstanding any failure to endorse on each
Security a notation of such Guarantee.


 


If an officer
or Officer whose signature is on this Indenture of on the Guarantee no longer
holds that office at the time the Trustee authenticates the Security on which a
Guarantee is endorsed, the Guarantee shall be valid, binding and enforceable
nevertheless.


 


The delivery
of any Security by the Trustee, after the authentication thereof hereunder,
shall constitute due delivery of the Guarantee set forth in this Indenture on
behalf of the Guarantors.


 


SECTION 16.03.  Guarantors
May Consolidate, etc., on Certain Terms


 


(a)  Except
as set forth in Articles 9 and 11 hereof, nothing contained in this
Indenture or in any of the Securities shall prevent any consolidation or merger
of a Guarantor


 


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with or into
the Issuer or another Guarantor or shall prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety, to the
Issuer or another Guarantor.  Upon any
such consolidation, merger, sale or conveyance, the Guarantee given by such
Guarantor shall no longer have any force or effect.


 


(b)  Except
as set forth in Articles 9 and 11 hereof, nothing contained in this Indenture
or in any of the Securities shall prevent any consolidation or merger of a
Guarantor with or into a corporation or corporations other than the Issuer or
another Guarantor (whether or not affiliated with the Guarantor), or successive
consolidations or mergers in which a Guarantor or its successor or successors
shall be a party or parties, or shall prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety, to a
corporation other than the Issuer or another Guarantor (whether or not
affiliated with the Guarantor) authorized to acquire and operate the same; provided that each such Guarantor is sold
or disposed of for fair market value, evidenced by a resolution of the Board of
Directors set forth in an Officer’s Certificate delivered to the Trustee; and provided, further, that the foregoing
proviso shall not apply to the sale or disposition of a Guarantor in a
foreclosure proceeding to the extent that such proviso would be inconsistent
with the Uniform Commercial Code.  Upon
any such consolidation, merger, sale or conveyance, the Guarantee given by such
Guarantor shall no longer have any force or effect.


 


SECTION 16.04.  Releases
Following Sale of Assets


 


Concurrently
with any sale of assets (including, if applicable, all of the capital stock of
any Guarantor), any Liens in favor of the Trustee in the assets sold thereby
shall be released; provided that
any such assets are sold or disposed of for fair market value, evidenced by a
resolution of the Board of Directors set forth in an Officer’s Certificate
delivered to the Trustee and, provided,
further, that, the foregoing proviso shall not apply to the sale or
disposition of a Guarantor in a foreclosure proceeding to the extent that such
proviso would be inconsistent with the Uniform Commercial Code.  If the assets sold in such sale or other
disposition include all or substantially all of the assets of any Guarantor or
all of the capital stock of any Guarantor, then such Guarantor (in the event of
a sale or other disposition of all of the capital stock of such Guarantor) or
the corporation acquiring the property and such Guarantor (in the event of a
sale or other disposition of all or substantially all of the assets of a
Guarantor) shall automatically be released and relieved of its obligations
under this Article 16, provided
that any such sale or disposition of all or substantially all of the assets of
a Guarantor is sold or disposed of for fair market value, evidenced by a
resolution of the Board of Directors set forth in an Officer’s Certificate
delivered to the Trustee and, provided, further,
that the foregoing proviso shall not apply to the sale or disposition of a
Guarantor in a foreclosure proceeding to the extent that such proviso would be
inconsistent with the Uniform Commercial Code.  Upon delivery by the
Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to
the effect that such sale or other disposition was made by the Issuer in
accordance with the provisions of this Indenture, the Trustee shall execute any
documents reasonably required in order to evidence the release of any Guarantor
from its obligations under its Guarantee.  Any Guarantor not released from
its obligations under its Guarantee shall remain liable for the full amount of
principal of and interest on the Securities and for the other obligations of
any Guarantor under the Indenture as provided in this Article 16.


 


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SECTION 16.05.  ”Trustee”
to Include Paying Agent


 


In case at any
time any Paying Agent other than the Trustee shall have been appointed by the
Issuer and be then acting hereunder, the term “Trustee” as used in this
Article 16 shall in such case (unless the context shall otherwise require)
be construed as extending to and including such Paying Agent within its meaning
as fully and for all intents and purposes as if such Paying Agent were named in
this Article 16 in place of the Trustee.


 


SECTION 16.06.  Existing
and Additional Subsidiary Guarantees


 


The Issuer
shall (a) cause each Subsidiary which, after the date of this Indenture (if
not then a Guarantor), becomes a Restricted Subsidiary to execute a Guarantee
of the Obligations of the Issuer hereunder in the form set forth in this
Article 16 hereof and the form of global Note attached hereto, provided that no Subsidiary organized outside
of the United States of America, Unrestricted Subsidiary, Partially Owned
Restricted Subsidiary or Securitization Subsidiary shall be required to be a
Guarantor, and (b) deliver to the Trustee an Opinion of Counsel, in form
reasonably satisfactory to the Trustee, that such Subsidiary Guarantee is a
valid, binding and enforceable obligation of such Restricted Subsidiary,
subject to customary exceptions for bankruptcy, fraudulent conveyance and
equitable principles and the implied covenant of good faith and fair dealing.


 


ARTICLE SEVENTEEN


SECURITY


 


SECTION 17.01.  Pledge
Agreement


 


(a)  To secure the due and punctual payment of
the obligations of the Company under this Indenture and the Securities,
together with the other obligations secured thereby, the Company and the
Collateral Agent entered into the Pledge Agreement to create the security
interest in the Collateral and related matters.  The Trustee and the Company hereby acknowledge and agree that the
Collateral Agent holds the Collateral in trust for the equal and ratable
benefit of the Holders and the Trustee and the other parties secured under the
Pledge Agreement pursuant to the terms of the Pledge Agreement. Upon the
release and discharge of the collateral under the Pledge Agreement, any Lien created
in favor of the Securities as a result of the Pledge Agreement will be
automatically released.


 


(b)  Each Holder, by accepting a Security, agrees
to all of the terms and provisions of the Pledge Agreement, as the same may be
amended from time to time pursuant to the provisions of the Pledge Agreement
and this Indenture, and authorizes and directs the Collateral Agent to perform
its obligations and exercise its rights under the Pledge Agreement in
accordance therewith; provided, however, that if any provisions
of the Pledge Agreement limit, qualify or conflict with the duties imposed by
the provisions of the Trust Indenture Act, the Trust Indenture Act will
control.


 


SECTION 17.02.  Release
of Collateral.  


 


The Collateral may be released from the security
interest created by the Pledge Agreement at any time or from time to time in
accordance with the provisions of the Pledge


 


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Agreement and as
provided by Section      of this Indenture.  To the extent applicable, the Company and
each obligor on the Securities shall cause § 314(d) of the Trust Indenture Act
relating to the release of property or securities from the Lien hereof and of
the Pledge Agreement to be complied with. 
Any certificate or opinion required by § 314(d) of the Trust Indenture
Act may be made by an officer of the Company, except in cases which § 314(d) of
the Trust Indenture Act requires that such certificate or opinion be made by an
independent person.


 


ARTICLE EIGHTEEN


 


MISCELLANEOUS


 


SECTION 18.01.  Counterparts.


 


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


 


THE BANK OF
NEW YORK hereby accepts the trusts in this Indenture declared and provided,
upon the terms and conditions hereinabove set forth.


 


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SIGNATURES


 


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


 


	
   

  	
  PRIMEDIA INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME OF GUARANTOR], as a Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


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