Exhibit
4.1


 


 


ASSURED GUARANTY US HOLDINGS INC.,


Issuer


 


and


 


ASSURED GUARANTY LTD.,


Guarantor


to


 


THE BANK OF NEW YORK,


Trustee


 












 


INDENTURE


 












 


Dated as of May 1, 2004


 


 

















 


Reconciliation and tie between


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


and Indenture


 


	
  Trust Indenture

  Act Section

  	
   

  	
  Indenture Section

  
	
   

  	
   

  	
   

  
	
  §§310(a)(1)

  	
   

  	
  6.7

  
	
  (a)(2)

  	
   

  	
  6.7

  
	
  (b)

  	
   

  	
  6.8

  
	
  §§312(a)

  	
   

  	
  7.1

  
	
  (b)

  	
   

  	
  7.2

  
	
  (c)

  	
   

  	
  7.2

  
	
  §§313(a)

  	
   

  	
  7.3

  
	
  (b)(2)

  	
   

  	
  7.3

  
	
  (c)

  	
   

  	
  7.3

  
	
  (d)

  	
   

  	
  7.3

  
	
  §§314(a)

  	
   

  	
  7.4

  
	
  (c)(1)

  	
   

  	
  1.2

  
	
  (c)(2)

  	
   

  	
  1.2

  
	
  (e)

  	
   

  	
  1.2

  
	
  (f)

  	
   

  	
  1.2

  
	
  §§316(a)
  (last sentence)

  	
   

  	
  1.1

  
	
  (a)(1)(A)

  	
   

  	
  5.2, 5.12

  
	
  (a)(1)(B)

  	
   

  	
  5.13

  
	
  (b)

  	
   

  	
  5.8

  
	
  §§317(a)(1)

  	
   

  	
  5.3

  
	
  (a)(2)

  	
   

  	
  5.4

  
	
  (b)

  	
   

  	
  10.3

  
	
  §§318(a)

  	
   

  	
  10.8

  



 












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


 

















 


TABLE OF CONTENTS


 


 


	
  ARTICLE 1

  	
  DEFINITIONS
  AND OTHER PROVISIONS OF GENERAL APPLICATION

  	
   

  
	
   

  	
  SECTION 1.1

  	
  Definitions

  	
   

  
	
   

  	
  SECTION 1.2

  	
  Compliance
  Certificates and Opinions

  	
   

  
	
   

  	
  SECTION 1.3

  	
  Form of
  Documents Delivered to Trustee

  	
   

  
	
   

  	
  SECTION 1.4

  	
  Acts
  of Holders

  	
   

  
	
   

  	
  SECTION 1.5

  	
  Notices,
  etc. to Trustee, Company and Guarantor.

  	
   

  
	
   

  	
  SECTION 1.6

  	
  Notice
  to Holders of Securities; Waiver

  	
   

  
	
   

  	
  SECTION 1.7

  	
  Language of Notices

  	
   

  
	
   

  	
  SECTION 1.8

  	
  Conflict
  with Trust Indenture Act

  	
   

  
	
   

  	
  SECTION 1.9

  	
  Effect
  of Headings and Table of Contents.

  	
   

  
	
   

  	
  SECTION 1.10

  	
  Successors and
  Assigns

  	
   

  
	
   

  	
  SECTION 1.11

  	
  Separability Clause

  	
   

  
	
   

  	
  SECTION 1.12

  	
  Benefits of
  Indenture

  	
   

  
	
   

  	
  SECTION 1.13

  	
  Governing Law

  	
   

  
	
   

  	
  SECTION 1.14

  	
  Legal Holidays

  	
   

  
	
   

  	
  SECTION 1.15

  	
  Counterparts

  	
   

  
	
   

  	
  SECTION 1.16

  	
  Judgment Currency

  	
   

  
	
   

  	
  SECTION 1.17

  	
  No Security
  Interest Created

  	
   

  
	
   

  	
  SECTION 1.18

  	
  Limitation
  on Individual Liability

  	
   

  
	
   

  	
  SECTION 1.19

  	
  Submission to
  Jurisdiction

  	
   

  
	
   

  	
  SECTION 1.20

  	
  Waiver of Jury Trial

  	
   

  
	
   

  	
  SECTION 1.21

  	
  Force Majeure

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
  SECURITIES FORMS

  	
   

  
	
   

  	
  SECTION 2.1

  	
  Forms Generally

  	
   

  
	
   

  	
  SECTION 2.2

  	
  Form
  of Trustee’s Certificate of Authentication.

  	
   

  
	
   

  	
  SECTION 2.3

  	
  Securities in
  Global Form

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
  THE SECURITIES

  	
   

  
	
   

  	
  SECTION 3.1

  	
  Amount
  Unlimited; Issuable in Series

  	
   

  
	
   

  	
  SECTION 3.2

  	
  Currency;
  Denominations

  	
   

  



 


-i-

















 


	
   

  	
  SECTION 3.3

  	
  Execution,
  Authentication, Delivery and Dating

  	
   

  
	
   

  	
  SECTION 3.4

  	
  Temporary Securities

  	
   

  
	
   

  	
  SECTION 3.5

  	
  Registration,
  Transfer and Exchange

  	
   

  
	
   

  	
  SECTION 3.6

  	
  Mutilated,
  Destroyed, Lost and Stolen Securities.

  	
   

  
	
   

  	
  SECTION 3.7

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

  	
   

  
	
   

  	
  SECTION 3.8

  	
  Persons Deemed
  Owners

  	
   

  
	
   

  	
  SECTION 3.9

  	
  Cancellation

  	
   

  
	
   

  	
  SECTION 3.10

  	
  Computation of
  Interest

  	
   

  
	
   

  	
  SECTION 3.11

  	
  CUSIP Numbers

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
  SATISFACTION AND DISCHARGE OF INDENTURE

  	
   

  
	
   

  	
  SECTION 4.1

  	
  Satisfaction
  and Discharge

  	
   

  
	
   

  	
  SECTION 4.2

  	
  Defeasance
  and Covenant Defeasance

  	
   

  
	
   

  	
  SECTION 4.3

  	
  Application
  of Trust Money

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
  REMEDIES

  	
   

  
	
   

  	
  SECTION 5.1

  	
  Events of
  Default

  	
   

  
	
   

  	
  SECTION 5.2

  	
  Acceleration
  of Maturity; Rescission and Annulment.

  	
   

  
	
   

  	
  SECTION 5.3

  	
  Collection of
  Indebtedness and Suits for Enforcement by Trustee

  	
   

  
	
   

  	
  SECTION 5.4

  	
  Trustee May
  File Proofs of Claim

  	
   

  
	
   

  	
  SECTION 5.5

  	
  Trustee May
  Enforce Claims without Possession of Securities or Coupons

  	
   

  
	
   

  	
  SECTION 5.6

  	
  Application
  of Money Collected

  	
   

  
	
   

  	
  SECTION 5.7

  	
  Limitations
  on Suits

  	
   

  
	
   

  	
  SECTION 5.8

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

  	
   

  
	
   

  	
  SECTION 5.9

  	
  Restoration
  of Rights and Remedies

  	
   

  
	
   

  	
  SECTION 5.10

  	
  Rights and
  Remedies Cumulative

  	
   

  
	
   

  	
  SECTION 5.11

  	
  Delay or
  Omission Not Waiver

  	
   

  
	
   

  	
  SECTION 5.12

  	
  Control by
  Holders of Securities

  	
   

  
	
   

  	
  SECTION 5.13

  	
  Waiver of
  Past Defaults

  	
   

  
	
   

  	
  SECTION 5.14

  	
  Waiver of
  Usury, Stay or Extension Laws .

  	
   

  



 


-ii-

















 


	
   

  	
  SECTION 5.15

  	
  Undertaking
  for Costs

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
  THE TRUSTEE

  	
   

  
	
   

  	
  SECTION 6.1

  	
  Certain
  Rights of Trustee

  	
   

  
	
   

  	
  SECTION 6.2

  	
  Notice of
  Defaults

  	
   

  
	
   

  	
  SECTION 6.3

  	
  Not
  Responsible for Recitals or Issuance of Securities.

  	
   

  
	
   

  	
  SECTION 6.4

  	
  May Hold
  Securities

  	
   

  
	
   

  	
  SECTION 6.5

  	
  Money Held in
  Trust

  	
   

  
	
   

  	
  SECTION 6.6

  	
  Compensation
  and Reimbursement

  	
   

  
	
   

  	
  SECTION 6.7

  	
  Corporate
  Trustee Required; Eligibility

  	
   

  
	
   

  	
  SECTION 6.8

  	
  Resignation
  and Removal; Appointment of Successor.

  	
   

  
	
   

  	
  SECTION 6.9

  	
  Acceptance of
  Appointment by Successor

  	
   

  
	
   

  	
  SECTION 6.10

  	
  Merger,
  Conversion, Consolidation or Succession to Business.

  	
   

  
	
   

  	
  SECTION 6.11

  	
  Appointment
  of Authenticating Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
  HOLDERS LISTS AND REPORTS BY TRUSTEE,
  GUARANTOR AND COMPANY

  	
   

  
	
   

  	
  SECTION 7.1

  	
  Company and
  Guarantor to Furnish Trustee Names and Addresses of Holders

  	
   

  
	
   

  	
  SECTION 7.2

  	
  Preservation
  of Information; Communications to Holders .

  	
   

  
	
   

  	
  SECTION 7.3

  	
  Reports by
  Trustee

  	
   

  
	
   

  	
  SECTION 7.4

  	
  Reports by
  Company and Guarantor

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
  CONSOLIDATION, AMALGAMATIONS, MERGER AND
  SALES

  	
   

  
	
   

  	
  SECTION 8.1

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

  	
   

  
	
   

  	
  SECTION 8.2

  	
  Successor
  Person Substituted for Company .

  	
   

  
	
   

  	
  SECTION 8.3

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

  	
   

  
	
   

  	
  SECTION 8.4

  	
  Successor
  Person Substituted for Guarantor.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
  SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
  SECTION 9.1

  	
  Supplemental
  Indentures without Consent of Holders .

  	
   

  
	
   

  	
  SECTION 9.2

  	
  Supplemental
  Indentures with Consent of Holders .

  	
   

  
	
   

  	
  SECTION 9.3

  	
  Execution of
  Supplemental Indentures

  	
   

  
	
   

  	
  SECTION 9.4

  	
  Effect of
  Supplemental Indentures

  	
   

  
	
   

  	
  SECTION 9.5

  	
  Reference in
  Securities to Supplemental Indentures.

  	
   

  



 


-iii-

















 


	
   

  	
  SECTION 9.6

  	
  Conformity
  with Trust Indenture Act

  	
   

  
	
   

  	
  SECTION 9.7

  	
  Notice of
  Supplemental Indenture

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
  COVENANTS

  	
   

  
	
   

  	
  SECTION 10.1

  	
  Payment of
  Principal, any Premium, Interest and Additional Amounts

  	
   

  
	
   

  	
  SECTION 10.2

  	
  Maintenance
  of Office or Agency

  	
   

  
	
   

  	
  SECTION 10.3

  	
  Money for
  Securities Payments to Be Held in Trust.

  	
   

  
	
   

  	
  SECTION 10.4

  	
  Additional
  Amounts

  	
   

  
	
   

  	
  SECTION 10.5

  	
  Limitation
  on Liens on Stock of Designated Subsidiaries.

  	
   

  
	
   

  	
  SECTION 10.6

  	
  Limitation
  on Disposition of Stock of Designated Subsidiaries

  	
   

  
	
   

  	
  SECTION 10.7

  	
  Corporate
  Existence

  	
   

  
	
   

  	
  SECTION 10.8

  	
  Waiver of
  Certain Covenants

  	
   

  
	
   

  	
  SECTION 10.9

  	
  Company
  Statement as to Compliance; Notice of Certain Defaults

  	
   

  
	
   

  	
  SECTION 10.10

  	
  Guarantor
  Statement as to Compliance; Notice of Certain Defaults

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11

  	
  REDEMPTION OF SECURITIES

  	
   

  
	
   

  	
  SECTION 11.1

  	
  Applicability
  of Article

  	
   

  
	
   

  	
  SECTION 11.2

  	
  Election to
  Redeem; Notice to Trustee

  	
   

  
	
   

  	
  SECTION 11.3

  	
  Selection
  by Trustee of Securities to Be Redeemed

  	
   

  
	
   

  	
  SECTION 11.4

  	
  Notice of
  Redemption

  	
   

  
	
   

  	
  SECTION 11.5

  	
  Deposit of
  Redemption Price

  	
   

  
	
   

  	
  SECTION 11.6

  	
  Securities
  Payable on Redemption Date

  	
   

  
	
   

  	
  SECTION 11.7

  	
  Securities
  Redeemed in Part

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 12

  	
  SINKING FUNDS

  	
   

  
	
   

  	
  SECTION 12.1

  	
  Applicability
  of Article

  	
   

  
	
   

  	
  SECTION 12.2

  	
  Satisfaction
  of Sinking Fund Payments with Securities.

  	
   

  
	
   

  	
  SECTION 12.3

  	
  Redemption
  of Securities for Sinking Fund.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 13

  	
  REPAYMENT AT THE OPTION OF HOLDERS

  	
   

  
	
   

  	
  SECTION 13.1

  	
  Applicability
  of Article

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 14

  	
  SECURITIES IN FOREIGN CURRENCIES

  	
   

  



 


-iv-

















 


	
   

  	
  SECTION 14.1

  	
  Applicability
  of Article

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 15

  	
  MEETINGS OF HOLDERS OF SECURITIES

  	
   

  
	
   

  	
  SECTION 15.1

  	
  Purposes
  for Which Meetings May Be Called.

  	
   

  
	
   

  	
  SECTION 15.2

  	
  Call,
  Notice and Place of Meetings

  	
   

  
	
   

  	
  SECTION 15.3

  	
  Persons
  Entitled to Vote at Meetings

  	
   

  
	
   

  	
  SECTION 15.4

  	
  Quorum;
  Action

  	
   

  
	
   

  	
  SECTION 15.5

  	
  Determination
  of Voting Rights; Conduct and Adjournment of Meetings

  	
   

  
	
   

  	
  SECTION 15.6

  	
  Counting
  Votes and Recording Action of Meetings.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 16

  	
  GUARANTEE AND INDEMNITY

  	
   

  
	
   

  	
  SECTION 16.1

  	
  The
  Guarantee

  	
   

  
	
   

  	
  SECTION 16.2

  	
  Net
  Payments

  	
   

  
	
   

  	
  SECTION 16.3

  	
  Guarantee
  Unconditional, etc

  	
   

  
	
   

  	
  SECTION 16.4

  	
  Reinstatement

  	
   

  
	
   

  	
  SECTION 16.5

  	
  Subrogation

  	
   

  
	
   

  	
  SECTION 16.6

  	
  Indemnity

  	
   

  
	
   

  	
  SECTION 16.7

  	
  Payment of
  Fees

  	
   

  



 


-v-

















 


INDENTURE, dated as of
May 1, 2004 (the “Indenture”), among ASSURED GUARANTY US HOLDINGS INC., a
corporation duly organized and existing under the laws of the State of Delaware
(hereinafter called the “Company”), having its principal executive office
located at c/o Assured Guaranty Corp., 1325 Avenue of the Americas, New York,
New York, 10019, ASSURED GUARANTY LTD., a company duly organized and existing
under the laws of Bermuda (hereinafter called the “Guarantor”), having its
principal executive office at 30 Woodbourne Avenue, Hamilton HM 08, Bermuda,
and THE BANK OF NEW YORK, a New York banking corporation (hereinafter called
the “Trustee”), having its Corporate Trust Office located at 101 Barclay
Street, Floor 8 West, New York, New York 10286.


 


RECITALS


 


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


 


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


 


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


 


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


 


NOW, THEREFORE, THIS
INDENTURE WITNESSETH:


 


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


 

















 


ARTICLE 1



DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


SECTION 1.1                          Definitions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


“Indexed Security” means
a Security the terms of which provide that the principal amount thereof payable
at Stated Maturity may be more or less than the principal face amount thereof
at original issuance.


 


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


 


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


 


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


 


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


 


“Lien” has the meaning
specified in Section 10.5.


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


SECTION 1.2                          Compliance Certificates
and Opinions.


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 1.3                          Form of Documents Delivered to
Trustee.


 


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


 

















 


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


 


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


 


SECTION 1.4                          Acts of Holders.


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


SECTION 1.6                          Notice to Holders of
Securities; Waiver.


 


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


 


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


 


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


 

















 


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


 


SECTION 1.7                          Language of Notices.


 


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


 


SECTION 1.8                          Conflict with Trust
Indenture Act.


 


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


 


SECTION 1.9                          Effect of Headings and
Table of Contents.  


 


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


 


SECTION 1.10                    Successors and Assigns.


 


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


 


SECTION 1.11                    Separability Clause.


 


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


 


SECTION 1.12                    Benefits of Indenture.


 


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


 

















 


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


 


SECTION 1.13                    Governing Law.


 


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


 


SECTION 1.14                    Legal Holidays.


 


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


 


SECTION 1.15                    Counterparts.


 


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


 


SECTION 1.16                    Judgment Currency.


 


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


 

















 


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


 


SECTION 1.17                    No Security Interest Created.


 


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


 


SECTION 1.18                    Limitation on Individual
Liability.


 


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


 


SECTION 1.19                    Submission to Jurisdiction.


 


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


 

















 


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


 


SECTION 1.20                    Waiver of Jury Trial.


 


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


 


SECTION 1.21                    Force Majeure.


 


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


 

















 


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


 


ARTICLE 2



SECURITIES FORMS


 


SECTION 2.1                          Forms Generally.


 


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


 


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


 


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


 


SECTION 2.2                          Form of Trustee’s
Certificate of Authentication.  


 


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


 


This is one of the
Securities of the series designated therein

referred to in the within-mentioned Indenture.


 


	
  THE
  BANK OF NEW YORK,

  
	
  as
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  



 

















 


SECTION 2.3                          Securities in Global Form.


 


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


 


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


 


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


 


ARTICLE 3


 


THE SECURITIES


 


SECTION 3.1                          Amount Unlimited; Issuable
in Series.


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


(18)                            whether
the amount of payments of principal of, any premium or interest on or any
Additional Amounts with respect to such Securities may be determined with reference to an index, formula or other method or
methods (which index, formula or method or methods may be based, without
limitation, on one or more Currencies, commodities, equity securities, equity
indices or other indices), and, if so, the terms and conditions upon which and
the manner in which such amounts shall be determined and paid or payable;


 


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


 


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


 



















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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


SECTION 3.2                          Currency; Denominations.


 


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


 


SECTION 3.3                          Execution, Authentication, Delivery and
Dating.


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


SECTION 3.4                          Temporary Securities.


 


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


 


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


 

















 


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


 


SECTION 3.5                          Registration, Transfer and Exchange.


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 

















 


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


 


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


 


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


 


SECTION 3.6                          Mutilated, Destroyed, Lost and Stolen Securities.



 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


(1)                                  The Company or the Guarantor, as the case may
be, may elect to make payment of any Defaulted Interest to the Person in whose
name such Registered Security (or a Predecessor Security thereof) shall be
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed by the Company in the following
manner. The Company or the Guarantor, as the case may be, shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid on
such Registered Security, the Special Record Date therefor and the date of the
proposed payment, and at the same time the Company or the Guarantor, as the
case may be, shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit on or
prior to the date of the proposed payment, such money when so deposited to be
held in trust for the benefit of the Person entitled to such Defaulted Interest
as in this Clause provided. The Special Record Date for the payment of such
Defaulted Interest shall be not more than 15 days and not less than 10 days
prior to the date of the proposed payment and not less than 10 days after
notification to the Trustee of the proposed payment. The Trustee shall, in the
name and at the expense of the Company or the Guarantor, cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to the Holder of such
Registered Security (or a Predecessor Security thereof) at his address as it
appears in the Security Register not less than 10 days prior to such Special Record
Date.  The Trustee may, in its
discretion, in the name and at the expense of the Company or the Guarantor,
cause a similar notice to be published at least once in an Authorized Newspaper
of general circulation in the Borough of Manhattan, The City of New York, but
such publication shall not be a condition precedent to the establishment of
such Special Record Date.  Notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor having been mailed as aforesaid, such Defaulted Interest shall be paid
to the Person in whose name such Registered Security (or a Predecessor Security
thereof) shall be registered at the close of business on such Special Record
Date and shall no longer be payable pursuant to the following clause (2).


 


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


 


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


 

















 


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


 


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


 


SECTION 3.8                          Persons Deemed Owners.


 


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


 


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


 


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


 

















 


SECTION 3.9                          Cancellation.


 


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


 


SECTION 3.10                    Computation
of Interest.


 


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


 


SECTION 3.11                    CUSIP
Numbers.


 


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


 


ARTICLE 4



SATISFACTION AND DISCHARGE OF
INDENTURE


 


SECTION 4.1                          Satisfaction and Discharge.


 


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


 

















 


(1)                                  either


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


SECTION 4.2                          Defeasance and Covenant Defeasance.


 


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


 


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


 

















 


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


 


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


 

















 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 

















 


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


 


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


 


SECTION 4.3                          Application of Trust Money.


 


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


 


ARTICLE 5



REMEDIES


 


SECTION 5.1                          Events of Default.


 


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


 

















 


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


 


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


 


(3)                                  default in the performance, or breach, of the
covenants of the Guarantor in Section 8.3 or Section 10.7 of this
Indenture and continuance of such default or breach for a period of 60 days
after there has been given, by registered or certified mail, to the Company and
the Guarantor by the Trustee or to the Company, the Guarantor and the Trustee
by the Holders of at least 25% in principal amount of the Outstanding
Securities of such series, a written notice specifying such default or breach
and requiring it to be remedied and stating that such notice is a “Notice of
Default” hereunder; PROVIDED that, to the extent that such covenants are not
enforceable under the laws of Bermuda, such covenants shall be deemed not made
but, nevertheless, (A) the implementation of any consolidation, amalgamation,
merger or other transaction described in Section 8.3 that does not meet
the conditions set forth in subsections (1), (2) and (3) thereof, or (B) the
failure of the Guarantor to preserve and keep in full force and effect its
corporate existence and that of each of its Subsidiaries and their respective
rights (charter and statutory) and franchises in the manner that would
otherwise have been required by Section 10.7, and in either case (A) or
(B) the continuance of any such event for a period of 60 days after there has
been given, by registered or certified mail, to the Company and the Guarantor
by the Trustee or to the Company, the Guarantor and the Trustee by the Holders
of at least 25% in principal amount of the Outstanding Securities of such
series, a written notice specifying such event and requiring it to be remedied
and stating that such notice is a “Notice of Default” hereunder, shall
constitute an Event of Default.


 


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


 


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


 

















 


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


 


(7)                                  the Company or the Guarantor shall fail
within 60 days to pay, bond or otherwise discharge any uninsured judgment or
court order for the payment of money in excess of $50,000,000, which is not
stayed on appeal or is not otherwise being appropriately contested in good
faith; or


 


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


 


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


 


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


 


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


 

















 


ordering the winding up or
liquidation of the affairs of the Company or the Guarantor; or


 


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


 


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


 


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


 


SECTION 5.2                          Acceleration of Maturity; Rescission and
Annulment. 


 


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


 

















 


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


 


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


 


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


 


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


 


(b)                                 the principal of and any premium on any
Securities of such series which have become due otherwise than by such
declaration of acceleration and interest thereon and any Additional Amounts
with respect thereto at the rate or rates borne by or provided for in such
Securities,


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 5.4                          Trustee May File Proofs of Claim.


 


In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company, the Guarantor or any other obligor upon the Securities of any
series or the property of


 

















 


the Company, the Guarantor
or such other obligor or their creditors, the Trustee (irrespective of whether
the principal of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company or the Guarantor for the
payment of any overdue principal, premium, interest or Additional Amounts)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,


 


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


 


(2)                                  to collect and receive any monies or other
property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities or any Coupons to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Securities or any Coupons, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any other amounts due the
Trustee under Section 6.6.


 


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


 


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


 


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


 

















 


SECTION 5.6                          Application of Money Collected.


 


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


 


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


 


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


 


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


 


SECTION 5.7                          Limitations on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


it being understood and
intended that no one or more of such Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture or
any Security to affect, disturb or prejudice the rights of any other such
Holders or Holders of Securities of any other series, or to obtain or to seek
to obtain priority or preference


 

















 


over any other Holders or to
enforce any right under this Indenture, except in the manner herein provided
and for the equal and ratable benefit of all such Holders (it being further
understood that the Trustee does not have an affirmative duty to ascertain
whether or not such actions or forbearances are unduly prejudicial to any such
Holder).


 


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


 


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


 


SECTION 5.9                          Restoration of Rights and Remedies .


 


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


 


SECTION 5.10                    Rights and Remedies Cumulative.


 


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


 


SECTION 5.11                    Delay or Omission Not Waiver.


 


No delay or omission of the
Trustee or of any Holder of any Security or Coupon to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or
to any Holder of a Security or a


 

















 


Coupon may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by
such Holder, as the case may be.


 


SECTION 5.12                    Control by Holders of Securities.


 


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


 


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


 


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


 


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


 


SECTION 5.13                    Waiver of Past Defaults.


 


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


 


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


 


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


 


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


 


SECTION 5.14                    Waiver of Usury, Stay or Extension Laws . 


 


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


 

















 


execution of any power
herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.


 


SECTION 5.15                    Undertaking for Costs.


 


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


 


ARTICLE 6


 


THE TRUSTEE


 


SECTION 6.1                          Certain Rights of Trustee.


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(10)                            the Trustee shall not be liable with respect
to any action taken, suffered or omitted to be taken by it in good faith in
accordance with an Act of the Holders hereunder, and, to the extent not so
provided herein, with respect to any act requiring the Trustee to exercise its
own discretion, relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture or any Securities,
unless it shall


 

















 


be proved that, in
connection with any such action taken, suffered or omitted or any such act, the
Trustee was negligent, acted in bad faith or engaged in willful misconduct;


 


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


 


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


 


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


 


SECTION 6.2                          Notice of Defaults.


 


Within 90 days after the
occurrence of any default hereunder with respect to the Securities of any
series, the Trustee shall transmit by mail to all Holders of Securities of such
series entitled to receive reports pursuant to Section 7.3(3), notice of
such default hereunder actually known to a Responsible Officer of the Trustee,
unless such default shall have been cured or waived; provided, however, that, except
in the case of a default in the payment of the principal of (or premium, if
any), or interest, if any, on, or Additional Amounts or any sinking fund or
purchase fund installment with respect to, any Security of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the best interest of the Holders of Securities
and Coupons of such series; and provided, further, that in the case of any
default of the character specified in Section 5.1(6) with respect to
Securities of such series, no such notice to Holders shall be given until at least
30 days after the occurrence thereof. For the purpose of this Section, the term
“default” means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.


 


SECTION 6.3                          Not Responsible for Recitals or Issuance of
Securities. 


 


The recitals contained
herein and in the Securities, except the Trustee’s certificate of
authentication, and in any Coupons shall be taken as the statements of the
Company or the Guarantor, as the case may be, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities or the Coupons, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder and that the
statements made by it in a Statement


 

















 


of Eligibility on Form T-1
supplied to the Company are true and accurate, subject to the qualifications
set forth therein. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of the Securities or the
proceeds thereof.


 


SECTION 6.4                          May Hold Securities.


 


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


 


SECTION 6.5                          Money Held in Trust.


 


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


 


SECTION 6.6                          Compensation and Reimbursement.


 


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


 


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


 


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


 


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


 



















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


 


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


 


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


 


SECTION 6.7                          Corporate Trustee Required; Eligibility.


 


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


 


SECTION 6.8                          Resignation and Removal; Appointment of
Successor. 


 


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


 


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


 


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


 

















 


the resigning Trustee may
petition at the expense of Company any court of competent jurisdiction for the
appointment of a successor Trustee with respect to such series.


 


(4)                                  If at any time:


 


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


 


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


 


(c)                                  the Trustee shall become incapable of acting
or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of
its property shall be appointed or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then, in any such case, (i) the
Company, by or pursuant to a Board Resolution, or the Guarantor, by or pursuant
to a Guarantor’s Board Resolution, may remove the Trustee with respect to all
Securities or the Securities of such series, or (ii) subject to
Section 315(e) of the Trust Indenture Act, any Holder of a Security who has
been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities of such series and the appointment of a successor Trustee or
Trustees.


 


(5)                                  If the Trustee shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of
Trustee for any cause, with respect to the Securities of one or more series,
the Company, by or pursuant to a Board Resolution, and the Guarantor, by or
pursuant to a Guarantor’s Board Resolution, shall promptly appoint a successor
Trustee or Trustees with respect to the Securities of such series (it being
understood that any such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there
shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 6.9.
If, within one year after such resignation, removal or incapacity, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in principal


 

















 


amount of the Outstanding
Securities of such series delivered to the Company, the Guarantor and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements
of Section 6.9, become the successor Trustee with respect to the
Securities of such series and to that extent supersede the successor Trustee
appointed by the Company and the Guarantor. If no successor Trustee with
respect to the Securities of any series shall have been so appointed by the
Company and the Guarantor or the Holders of Securities and accepted appointment
in the manner required by Section 6.9, any Holder of a Security who has
been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.


 


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


 


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


 


SECTION 6.9                          Acceptance of Appointment by Successor.


 


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


 


(2)                                  Upon the appointment hereunder of any
successor Trustee with respect to the Securities of one or more (but not all)
series, the Company, the Guarantor, the retiring Trustee and such successor
Trustee shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to,
and


 

















 


to vest in, such successor
Trustee all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates, (2) if the retiring Trustee is not retiring
with respect to all Securities, shall contain such provisions as shall be
deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series as to which the retiring Trustee is not retiring shall continue to
be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Trustee and that no
Trustee shall be responsible for any notice given to, or received by, or any
act or failure to act on the part of any other Trustee hereunder, and, upon the
execution and delivery of such supplemental indenture, the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein, such retiring Trustee shall have no further responsibility for the
exercise of rights and powers or for the performance of the duties and
obligations vested in the Trustee under this Indenture with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates other than as hereinafter expressly set forth, and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates; but, on request of the Company, the
Guarantor or such successor Trustee, such retiring Trustee, upon payment of its
charges with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates and subject to Section 10.3
shall duly assign, transfer and deliver to such successor Trustee, to the
extent contemplated by such supplemental indenture, the property and money held
by such retiring Trustee hereunder with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates,
subject to its claim, if any, provided for in Section 6.6.


 


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


 


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


 


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


 


Any Corporation into which
the Trustee may be merged or converted or with which it may be consolidated, or
any Corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party or any Corporation succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder,


 

















 


without the execution or
filing of any paper or any further act on the part of any of the parties
hereto. In case any Securities shall have been authenticated but not delivered
by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.


 


SECTION 6.11                    Appointment of Authenticating Agent.


 


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


 


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


 


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


 


An Authenticating Agent may
resign at any time by giving written notice thereof to the Trustee, the Company
and the Guarantor. The Trustee may at any time terminate the agency of an
Authenticating Agent by giving written notice thereof to such Authenticating
Agent, the Company and the Guarantor. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and the Guarantor and shall (i)
mail written notice of such appointment by first-class mail, postage prepaid,
to all Holders of Registered Securities, if any, of the series with respect to
which such Authenticating Agent shall serve, as their names and addresses
appear in the Security Register, and (ii) if Securities of the


 

















 


series are issued as Bearer
Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its
principal office if such office is located outside the United States. Any
successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.


 


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


 


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


 


This is one of the
Securities of the series designated herein referred

to in the within-mentioned Indenture.


 


	
   

  	
  THE BANK OF NEW YORK,

  	
   

  
	
   

  	
  as Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  as Authenticating Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  



 


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


 

















 


ARTICLE 7



HOLDERS LISTS AND REPORTS BY TRUSTEE, GUARANTOR AND
COMPANY


 


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


 


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


 


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


 


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


 


SECTION 7.2                          Preservation of Information; Communications
to Holders . 


 


The Trustee shall comply
with the obligations imposed upon it pursuant to Section 312 of the Trust
Indenture Act.  Every Holder of
Securities or Coupons, by receiving and holding the same, agrees with the
Company, the Guarantor and the Trustee that none of the Company, the Guarantor,
the Trustee, any Paying Agent or any Security Registrar shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders of Securities in accordance with
Section 312(c) of the Trust Indenture Act, regardless of the source from
which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
Section 312(b) of the Trust Indenture Act.


 


SECTION 7.3                          Reports by Trustee .


 


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


 


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


 


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


 

















 


SECTION 7.4                          Reports by Company and Guarantor .


 


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


 


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


 


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


 


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


 


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


 

















 


ARTICLE 8



CONSOLIDATION, AMALGAMATIONS, MERGER AND SALES


 


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


 


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


 


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


 


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


 


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


 


SECTION 8.2                          Successor Person Substituted for Company . 


 


Upon any consolidation or
amalgamation by the Company with or merger of the Company into any other Person
or any conveyance, transfer or lease of the properties and assets of the
Company substantially as an entirety to any Person in accordance with
Section 8.1, the successor Person formed by such consolidation or
amalgamation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be


 

















 


substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein;
and thereafter, except in the case of a lease, the predecessor Person shall be
released from all obligations and covenants under this Indenture, the
Securities and the Coupons.


 


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


 


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


 


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


 


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


 


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


 

















 


SECTION 8.4                          Successor Person Substituted for Guarantor. 


 


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


 


ARTICLE 9



SUPPLEMENTAL INDENTURES


 


SECTION 9.1                          Supplemental Indentures without Consent of
Holders . 


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 9.2                          Supplemental Indentures with Consent of
Holders . 


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


SECTION 9.3                          Execution of Supplemental Indentures .


 


As a condition to executing,
or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trust
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 315 of the Trust Indenture Act) shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture and an
Officer’s Certificate and Guarantor’s Officer’s Certificate stating that all
conditions precedent to the execution of such supplemental indenture have been
fulfilled. Upon receipt of such opinion and certificates, the Trustee shall
join with the Company and the Guarantor in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into any
such supplemental indenture.


 


SECTION 9.4                          Effect of Supplemental Indentures.


 


Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, but only with regard to the Securities of each series
affected by such supplemental indenture, and the respective rights, limitations
of rights, obligations, duties and immunities under this Indenture of the
Trustee, the Company, the Guarantor and the Holders of any Securities of such
series affected thereby shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and
such supplemental indenture shall form a part of this Indenture for all
purposes; and every Holder of a Security theretofore or thereafter
authenticated and delivered hereunder and of any Coupon appertaining thereto
shall be bound thereby.


 


SECTION 9.5                          Reference in Securities to Supplemental
Indentures. 


 


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


 


SECTION 9.6                          Conformity with Trust Indenture Act.


 


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


 

















 


SECTION 9.7                          Notice of Supplemental Indenture.


 


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


 


ARTICLE 10



COVENANTS


 


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


 


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


 


SECTION 10.2                    Maintenance of Office or Agency.


 


The Company and the
Guarantor shall maintain in each Place of Payment for any series of Securities
an Office or Agency where Securities of such series (but not Bearer Securities,
except as otherwise provided below, unless such Place of Payment is located
outside the United States) may be presented or surrendered for payment, where
Securities of such series may be surrendered for registration of transfer or
exchange, where Securities of such series that are convertible or exchangeable
may be surrendered for conversion or exchange, and where notices and demands to
or upon the Company or the Guarantor in respect of the Securities of such
series relating thereto and this Indenture may be served. If Securities of a
series are issuable as Bearer Securities, the Company and the Guarantor shall
maintain, subject to any laws or regulations applicable thereto, an Office or
Agency in a Place of Payment for such series which is located outside the
United States where Securities of such series and any Coupons appertaining
thereto may be presented and surrendered for payment; provided, however, that
if the Securities of such series are listed on The Stock Exchange of the United
Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any
other stock exchange located outside the United States and such stock exchange
shall so require, the Company and the Guarantor shall maintain a Paying Agent
in London, Luxembourg or any other required city located outside the United
States, as the case may be, so long as the Securities of such series are listed
on such exchange. The Company and the Guarantor will give prompt written notice
to the Trustee of the location, and any change in the location, of such Office
or Agency. If at any time the Company or the Guarantor shall fail to maintain
any such required Office or Agency or shall fail to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Trustee, except that Bearer
Securities of such series and any


 

















 


Coupons appertaining thereto
may be presented and surrendered for payment at the place specified for the
purpose with respect to such Securities as provided in or pursuant to this
Indenture, and the Company and the Guarantor hereby appoint the Trustee as
their agent to receive all such presentations, surrenders, notices and demands.


 


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


 


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


 


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


 


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


 


If the Company shall at any
time act as its own Paying Agent, or if the Guarantor shall act as Paying
Agent, with respect to any series of Securities, it shall, on or before each
due date of the principal of, any premium or interest on or Additional Amounts
with respect to any of the Securities of such series, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum in the currency or
currencies, currency unit or units or composite currency or currencies in


 

















 


which the Securities of such
series are payable (except as otherwise specified pursuant to Section 3.1
for the Securities of such series) sufficient to pay the principal or any
premium, interest or Additional Amounts so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided, and shall
promptly notify the Trustee of its action or failure so to act.


 


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


 


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


 


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


 


(2)                                  give the Trustee notice of any default by the
Company or the Guarantor (or any other obligor upon the Securities of such
series) in the making of any payment of principal, any premium or interest on
or any Additional Amounts with respect to the Securities of such series; and


 


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


 


Except as otherwise provided
herein or pursuant hereto, any money deposited with the Trustee or any Paying
Agent, or then held by the Company or the Guarantor, in trust for the payment
of the principal of, any premium or interest on or any Additional Amounts with
respect to any Security of any series or any Coupon appertaining thereto and
remaining unclaimed for two years after such principal or any such premium or
interest or any such Additional Amounts shall have become due and payable shall
be paid to the Company on Company Request (or if


 

















 


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


 


SECTION 10.4                    Additional Amounts.


 


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


 


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


 

















 


indemnify the Trustee and
any Paying Agent for, and to hold them harmless against, any loss, liability or
expense reasonably incurred without negligence or bad faith on their part
arising out of or in connection with actions taken or omitted by any of them in
reliance on any Officer’s Certificate furnished pursuant to this
Section 10.4.


 


SECTION 10.5                    Limitation on Liens on Stock of Designated
Subsidiaries. 


 


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


 


SECTION 10.6                    Limitation on Disposition of Stock of
Designated Subsidiaries.


 


So long as any Securities
are outstanding and except in a transaction otherwise governed by this
Indenture, neither the Company nor the Guarantor will issue, sell, assign,
transfer or otherwise dispose of any shares of, securities convertible into, or
warrants, rights or options to subscribe for or purchase shares of, Capital
Stock (other than Preferred Stock having no voting rights of any kind) of any
Designated Subsidiary, and will not permit any Designated Subsidiary  to issue (other than to the Company or the
Guarantor) any shares (other than the director’s qualifying shares) of, or
securities convertible into, or warrants, rights or options to subscribe for or
purchase shares of, Capital Stock (other than Preferred Stock having no voting
rights of any kind) of any Designated Subsidiary, if, after giving effect to
any such transaction and the issuance of the maximum number of shares issuable
upon the conversion or exercise of all such convertible securities, warrants,
rights or options, the Guarantor would own, directly or indirectly, less than
80% of the shares of Capital Stock of such Designated Subsidiary (other than Preferred
Stock having no voting rights of any kind); provided, however, that (i) any
issuance, sale, assignment, transfer or other disposition permitted by the
Company or the Guarantor may only be made for at least a fair market value
consideration as determined by the Board of Directors or the Guarantor’s Board
of Directors, as the case may be, pursuant to a Board Resolution or Guarantor’s
Board Resolution, as the case may be, adopted in good faith and (ii) the
foregoing shall not prohibit any such issuance or disposition of securities if
required by any law or any regulation or order of any governmental or insurance
regulatory authority. Notwithstanding the foregoing, (i) the Company or the
Guarantor, as the case may be, may merge or consolidate any Designated
Subsidiary into or with another direct or indirect Subsidiary of the Guarantor,
the shares of Capital Stock of which the Guarantor owns at least 80%, and (ii)
the Company or the Guarantor, as the case may be, may, subject to the
provisions of Article 8, sell, assign, transfer or otherwise dispose of
the entire Capital Stock of any Designated Subsidiary at one time for at least
a fair market value consideration as determined by the Board of Directors or


 

















 


Guarantor’s Board of
Directors, as the case may be, pursuant to a Board Resolution or Guarantor’s
Board Resolution, as the case may be, adopted in good faith.


 


SECTION 10.7                    Corporate Existence.


 


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


 


SECTION 10.8                    Waiver of Certain Covenants.


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE 11



REDEMPTION OF SECURITIES


 


SECTION 11.1                    Applicability of Article.


 


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


 

















 


SECTION 11.2                    Election to Redeem; Notice to Trustee.


 


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


 


SECTION 11.3                    Selection by Trustee of Securities to Be
Redeemed.


 


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


 


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


 


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


 


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


 


SECTION 11.4                    Notice of Redemption.


 


Notice of redemption shall
be given in the manner provided in Section 1.6, not less than 30 nor more
than 60 days prior to the Redemption Date, unless a shorter period is specified
in the Securities to be redeemed, to the Holders of Securities to be redeemed.
Failure to give notice by mailing in the manner herein provided to the Holder
of any Registered Securities designated for


 

















 


redemption as a whole or in
part, or any defect in the notice to any such Holder, shall not affect the
validity of the proceedings for the redemption of any other Securities or
portion thereof.


 


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


 


All notices of redemption
shall state:


 


(1)                                  the Redemption Date,


 


(2)                                  the Redemption Price,


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


SECTION 11.5                    Deposit of Redemption Price.


 


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


 


SECTION 11.6                    Securities Payable on Redemption Date.


 


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


 

















 


Registered Securities of
such series, installments of interest on Registered Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such
at the close of business on the Regular Record Dates therefor according to
their terms and the provisions of Section 3.7.


 


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


 


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


 


SECTION 11.7                    Securities Redeemed in Part.


 


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


 

















 


ARTICLE 12



SINKING FUNDS


 


SECTION 12.1                    Applicability of Article.


 


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


 


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


 


SECTION 12.2                    Satisfaction of Sinking Fund Payments with
Securities. 


 


The Company or the Guarantor
may, in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of any series to be made pursuant to the terms of
such Securities (1) deliver Outstanding Securities of such series (other than
any of such Securities previously called for redemption or any of such
Securities in respect of which cash shall have been released to the Company),
together in the case of any Bearer Securities of such series with all unmatured
Coupons appertaining thereto, and (2) apply as a credit Securities of such
series which have been redeemed either at the election of the Company pursuant
to the terms of such series of Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, provided that such series of Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by
the Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly. If, as a result of the delivery or credit
of Securities of any series in lieu of cash payments pursuant to this Section 12.2,
the principal amount of Securities of such series to be redeemed in order to
satisfy the remaining sinking fund payment shall be less than $100,000, the
Trustee need not call Securities of such series for redemption, except upon
Company Request or Guarantor Request, and such cash payment shall be held by
the Trustee or a Paying Agent and applied to the next succeeding sinking fund
payment, provided, however, that the Trustee or such Paying Agent shall at the
request of the Company or the Guarantor from time to time pay over and deliver
to the Company or the Guarantor, as the case may be, any cash payment so being
held by the Trustee or such Paying Agent upon delivery by the Company or the
Guarantor to the Trustee of Securities of that series purchased by the Company
or the Guarantor having an unpaid principal amount equal to the cash payment
requested to be released to the Company or the Guarantor.


 


SECTION 12.3                    Redemption of Securities for Sinking Fund. 


 


Not less than 75 days prior
to each sinking fund payment date for any series of Securities, the Company
shall deliver to the Trustee an Officer’s Certificate specifying the amount of
the next ensuing mandatory sinking fund payment for that series pursuant to the
terms of that series,


 

















 


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


 


ARTICLE 13



REPAYMENT AT THE OPTION OF HOLDERS


 


SECTION 13.1                    Applicability of Article.


 


Securities of any series
which are repayable at the option of the Holders thereof before their Stated
Maturity shall be repaid in accordance with the terms of the Securities of such
series. The repayment of any principal amount of Securities pursuant to such
option of the Holder to require repayment of Securities before their Stated Maturity,
for purposes of Section 3.9, shall not operate as a payment, redemption or
satisfaction of the Indebtedness represented by such Securities unless and
until the Company, at its option, shall deliver or surrender the same to the
Trustee with a directive that such Securities be cancelled. Notwithstanding
anything to the contrary contained in this Section 13.1, in connection
with any repayment of Securities, the Company may arrange for the purchase of
any Securities by an agreement with one or more investment bankers or other
purchasers to purchase such Securities by paying to the Holders of such
Securities on or before the close of business on the repayment date an amount
not less than the repayment price payable by the Company on repayment of such Securities,
and the obligation of the Company to pay the repayment price of such Securities
shall be satisfied and discharged to the extent such payment is so paid by such
purchasers.


 


ARTICLE 14



SECURITIES IN FOREIGN CURRENCIES


 


SECTION 14.1                    Applicability of Article.


 


Whenever this Indenture
provides for (i) any action by, or the determination of any of the rights of,
Holders of Securities of any series in which not all of such Securities are
denominated in the same Currency, or (ii) any distribution to Holders of
Securities, in the absence of any provision to the contrary in the form of
Security of any particular series or pursuant to this Indenture or the
Securities, any amount in respect of any Security denominated in a Currency
other than Dollars shall be treated for any such action or distribution as that
amount of Dollars


 

















 


that could be obtained for
such amount on such reasonable basis of exchange and as of the record date with
respect to Registered Securities of such series (if any) for such action,
determination of rights or distribution (or, if there shall be no applicable
record date, such other date reasonably proximate to the date of such action,
determination of rights or distribution) as the Company or the Guarantor may
specify in a written notice to the Trustee.


 


ARTICLE 15



MEETINGS OF HOLDERS OF SECURITIES


 


SECTION 15.1                    Purposes for Which Meetings May Be Called. 


 


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


 


SECTION 15.2                    Call, Notice and Place of Meetings.


 


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


 


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


 

















 


SECTION 15.3                    Persons Entitled to Vote at Meetings.


 


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


 


SECTION 15.4                    Quorum; Action.


 


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


 


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


 


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


 

















 


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


 


(1)                                  Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders of Securities of such series in regard to
proof of the holding of Securities of such series and of the appointment of
proxies and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall deem appropriate. Except as otherwise permitted or required by any
such regulations, the holding of Securities shall be proved in the manner
specified in Section 1.4 and the appointment of any proxy shall be proved
in the manner specified in Section 1.4 or by having the signature of the
person executing the proxy witnessed or guaranteed by any trust company, bank
or banker authorized by Section 1.4 to certify to the holding of Bearer
Securities. Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the
proof specified in Section 1.4 or other proof.


 


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


 


(3)                                  At any meeting, each Holder of a Security of
such series or proxy shall be entitled to one vote for each $1,000 principal amount
of Securities of such series held or represented by him; provided, however,
that no vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of the meeting to be
not Outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.


 


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


 


SECTION 15.6                    Counting Votes and Recording Action of
Meetings. 


 


The vote upon any resolution
submitted to any meeting of Holders of Securities of any series shall be by
written ballots on which shall be subscribed the signatures of the Holders of
Securities of such series or of their representatives by proxy and the
principal amounts and serial numbers of the Outstanding Securities of such
series held or represented by them. The permanent


 

















 


chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in triplicate of all
votes cast at the meeting. A record, at least in triplicate, of the proceedings
of each meeting of Holders of Securities of any series shall be prepared by the
secretary of the meeting and there shall be attached to said record the
original reports of the inspectors of votes on any vote by ballot taken thereat
and affidavits by one or more persons having knowledge of the facts setting
forth a copy of the notice of the meeting and showing that said notice was
given as provided in Section 15.2 and, if applicable, Section 15.4.
Each copy shall be signed and verified by the affidavits of the permanent chairman
and secretary of the meeting and one such copy shall be delivered to the
Company and the Guarantor, and another to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the meeting.
Any record so signed and verified shall be conclusive evidence of the matters
therein stated.


 


ARTICLE 16


 


GUARANTEE
AND INDEMNITY


 


SECTION 16.1                    The Guarantee.


 


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


 


SECTION 16.2                    Net Payments.


 


All payments of principal of
and premium, if any, interest and any other amounts on, or in respect of, the
Securities of any series or any Coupon appertaining thereto shall be made by
the Guarantor without withholding or deduction at source for, or on account of,
any present or future taxes, fees, duties, assessments or governmental charges
of whatever nature imposed or levied by or on behalf of Bermuda (each, a
“taxing jurisdiction”) or any political subdivision or taxing authority thereof
or therein, unless such taxes, fees, duties, assessments or governmental
charges are required to be withheld or deducted by (i) the laws (or any
regulations or ruling promulgated thereunder) of a taxing jurisdiction or any
political subdivision or taxing authority thereof or


 

















 


therein or (ii) an official
position regarding the application, administration, interpretation or
enforcement of any such laws, regulations or rulings (including, without
limitation, a holding by a court of competent jurisdiction or by a taxing
authority in a taxing jurisdiction or any political subdivision thereof). If a withholding
or deduction at source is required, the Guarantor shall, subject to certain
limitations and exceptions set forth below, pay to the Holder of any such
Security or any Coupon appertaining thereto such Additional Amounts as may be
necessary so that every net payment of principal, premium, if any, interest or
any other amount made to such Holder, after such withholding or deduction,
shall not be less than the amount provided for in such Security, any Coupons
appertaining thereto and this Indenture to be then due and payable; provided,
however, that the Guarantor shall not be required to make payment of such
Additional Amounts for or on account of:


 


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


 


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


 


(3)                                  any tax, assessment or other governmental
charge that is imposed or withheld by reason of the failure by the Holder or
the beneficial owner of such Security to comply with any reasonable request by
the Guarantor addressed to the Holder within 90 days of such request (A) to
provide information concerning the nationality, residence or identity of the
Holder or such beneficial owner or (B) to make any declaration or other similar
claim or satisfy any information or reporting requirement, which, in the case
of (A) or (B), is required or imposed by statute, treaty, regulation or
administrative practice of the relevant taxing jurisdiction or any political
subdivision thereof as a precondition to exemption from all or part of such
tax, assessment or other governmental charge; or


 


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


 


nor shall Additional Amounts
be paid with respect to any payment of the principal of, or premium, if any, interest
or any other amounts on, any such Security to any Holder who is a fiduciary or
partnership or other than the sole beneficial owner of such Security to the
extent such payment would be required by the laws of the relevant taxing
jurisdiction (or any political subdivision or relevant taxing authority thereof
or therein) to be included in the income for tax


 

















 


purposes of a beneficiary or
partner or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner who would not have been entitled to such
Additional Amounts had it been the Holder of the Security.


 


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


 


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


 


SECTION 16.3                    Guarantee Unconditional, etc.


 


The Guarantor hereby agrees
that its obligations hereunder shall be as principal and not merely as surety,
and shall be absolute, full, irrevocable and unconditional, irrespective of,
and shall be unaffected by, any invalidity, irregularity or unenforceability of
any Security or this Indenture, any failure to enforce the provisions of any
Security or this Indenture, or any waiver, modification, consent or indulgence
granted with respect thereto by the Holder of such Security or the Trustee, the
recovery of any judgment against the Company or any action to enforce the same,
or any other circumstances which may otherwise constitute a legal or equitable
discharge of a surety or guarantor.  The
Guarantor further agrees that the Guarantee constitutes a guarantee of payment,
performance and compliance and not merely of collection.  The Guarantor hereby


 

















 


waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger, insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest or notice with respect to any
such Security or the Indebtedness evidenced thereby and all demands whatsoever,
and covenants that this Guarantee will not be discharged except by payment in
full of the principal of, any premium and interest on, and any Additional
Amounts and sinking fund payments required with respect to, the Securities and
the complete performance of all other obligations contained in the Securities.
The Guarantor further agrees, to the fullest extent that it lawfully may do so,
that, as between the Guarantor, on the one hand, and the Holders and the
Trustee, on the other hand, the Maturity of the obligations guaranteed hereby
may be accelerated as provided in Section 5.2 hereof for the purposes of
this Guarantee, notwithstanding any stay, injunction or prohibition extant
under any bankruptcy, insolvency, reorganization or other similar law of any
jurisdiction preventing such acceleration in respect of the obligations
guaranteed hereby.


 


SECTION 16.4                    Reinstatement.


 


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


 


SECTION 16.5                    Subrogation.


 


The Guarantor shall be
subrogated to all rights of the Holder of any Security against the Company in
respect of any amounts paid to such Holder by the Guarantor pursuant to the
provisions of this Guarantee; provided, however, that the Guarantor shall not be
entitled to enforce, or to receive any payments arising out of or based upon,
such right of subrogation until the principal of, any premium and interest on,
and any Additional Amounts and sinking fund payments required with respect to,
all Securities shall have been paid in full.


 


SECTION 16.6                    Indemnity.


 


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


 

















 


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


 


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


 


	
   

  	
  ASSURED GUARANTY US
  HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
    Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSURED GUARANTY LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
    Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
   

  	
    as Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
    Title: