Exhibit 4.1


 




 


 





PLUM CREEK
TIMBERLANDS, L.P.,


 


as Issuer


 


and


 


PLUM CREEK
TIMBER COMPANY, INC.,


 


as Guarantor


 


to


 


U.S. Bank
National Association,


 


as Trustee


 


Indenture


 


Dated as of November 14,
2005


 


 


Debt
Securities


 




 





 





















 


TABLE
OF CONTENTS


 


	
  ARTICLE I
  DEFINITIONS

  	
   

  
	
  SECTION 1.1

  	
  CERTAIN TERMS DEFINED

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II
  SECURITIES

  	
   

  
	
  SECTION 2.1

  	
  FORMS GENERALLY

  	
   

  
	
  SECTION 2.2

  	
  FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION

  	
   

  
	
  SECTION 2.3

  	
  AMOUNT UNLIMITED; ISSUABLE IN SERIES

  	
   

  
	
  SECTION 2.4

  	
  AUTHENTICATION AND DELIVERY OF SECURITIES

  	
   

  
	
  SECTION 2.5

  	
  EXECUTION OF SECURITIES

  	
   

  
	
  SECTION 2.6

  	
  CERTIFICATE OF AUTHENTICATION

  	
   

  
	
  SECTION 2.7

  	
  DENOMINATION AND DATE OF SECURITIES; PAYMENT OF INTEREST

  	
   

  
	
  SECTION 2.8

  	
  REGISTRATION, TRANSFER AND EXCHANGE

  	
   

  
	
  SECTION 2.9

  	
  MUTILATED, DEFACED, DESTROYED, LOST AND STOLEN SECURITIES

  	
   

  
	
  SECTION 2.10

  	
  CANCELLATION OF SECURITIES; DESTRUCTION THEREOF

  	
   

  
	
  SECTION 2.11

  	
  TEMPORARY SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III COVENANTS OF THE ISSUER

  	
   

  
	
  SECTION 3.1

  	
  PAYMENT OF PRINCIPAL AND INTEREST

  	
   

  
	
  SECTION 3.2

  	
  OFFICES FOR PAYMENTS, ETC.

  	
   

  
	
  SECTION 3.3

  	
  APPOINTMENT TO FILL A VACANCY IN OFFICE OF
  TRUSTEE

  	
   

  
	
  SECTION 3.4

  	
  PAYING AGENTS

  	
   

  
	
  SECTION 3.5

  	
  COMPLIANCE CERTIFICATES

  	
   

  
	
  SECTION 3.6

  	
  EXISTENCE

  	
   

  
	
  SECTION 3.7

  	
  LUXEMBOURG PUBLICATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV SECURITYHOLDER LISTS AND
  REPORTS BY THE ISSUER AND THE TRUSTEE

  	
   

  
	
  SECTION 4.1

  	
  ISSUER TO FURNISH TRUSTEE INFORMATION AS TO
  NAMES AND ADDRESSES OF SECURITYHOLDERS

  	
   

  
	
  SECTION 4.2

  	
  REPORTS BY THE ISSUER

  	
   

  
	
  SECTION 4.3

  	
  REPORTS BY THE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V REMEDIES OF THE TRUSTEE AND
  SECURITYHOLDERS ON EVENT OF DEFAULT

  	
   

  
	
  SECTION 5.1

  	
  EVENT OF DEFAULT DEFINED, ACCELERATION OF
  MATURITY; WAIVER OF DEFAULT

  	
   

  
	
  SECTION 5.2

  	
  COLLECTION OF INDEBTEDNESS BY TRUSTEE;
  TRUSTEE MAY PROVE DEBT

  	
   

  



 


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  SECTION 5.3

  	
  APPLICATION OF PROCEEDS

  	
   

  
	
  SECTION 5.4

  	
  SUITS FOR ENFORCEMENT

  	
   

  
	
  SECTION 5.5

  	
  RESTORATION OF RIGHTS ON ABANDONMENT OF
  PROCEEDINGS

  	
   

  
	
  SECTION 5.6

  	
  LIMITATIONS ON SUITS BY SECURITYHOLDERS

  	
   

  
	
  SECTION 5.7

  	
  UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO
  INSTITUTE CERTAIN SUITS

  	
   

  
	
  SECTION 5.8

  	
  POWERS AND REMEDIES CUMULATIVE; DELAY OR
  OMISSION NOT WAIVER OF DEFAULT

  	
   

  
	
  SECTION 5.9

  	
  CONTROL BY HOLDERS OF SECURITIES

  	
   

  
	
  SECTION 5.10

  	
  WAIVER OF PAST DEFAULTS

  	
   

  
	
  SECTION 5.11

  	
  TRUSTEE TO GIVE NOTICE OF DEFAULT, BUT MAY WITHHOLD
  IN CERTAIN CIRCUMSTANCES

  	
   

  
	
  SECTION 5.12

  	
  RIGHT OF COURT TO REQUIRE FILING OF
  UNDERTAKING TO PAY COSTS

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI CONCERNING THE TRUSTEE

  	
   

  
	
  SECTION 6.1

  	
  DUTIES AND RESPONSIBILITIES OF THE TRUSTEE;
  DURING DEFAULT; PRIOR TO DEFAULT

  	
   

  
	
  SECTION 6.2

  	
  CERTAIN RIGHTS OF THE TRUSTEE

  	
   

  
	
  SECTION 6.3

  	
  TRUSTEE NOT RESPONSIBLE FOR RECITALS,
  DISPOSITION OF SECURITIES OR APPLICATION OF PROCEEDS THEREOF

  	
   

  
	
  SECTION 6.4

  	
  TRUSTEE AND AGENTS MAY HOLD
  SECURITIES, GUARANTEES OR COUPONS; COLLECTIONS, ETC

  	
   

  
	
  SECTION 6.5

  	
  MONEYS HELD BY TRUSTEE

  	
   

  
	
  SECTION 6.6

  	
  COMPENSATION AND INDEMNIFICATION OF TRUSTEE
  AND ITS PRIOR CLAIM

  	
   

  
	
  SECTION 6.7

  	
  RIGHT OF TRUSTEE TO RELY ON OFFICER’S CERTIFICATE,
  ETC

  	
   

  
	
  SECTION 6.8

  	
  INDENTURES NOT CREATING POTENTIAL
  CONFLICTING INTERESTS FOR THE TRUSTEE

  	
   

  
	
  SECTION 6.9

  	
  QUALIFICATION OF TRUSTEE: CONFLICTING
  INTERESTS

  	
   

  
	
  SECTION 6.10

  	
  PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE

  	
   

  
	
  SECTION 6.11

  	
  RESIGNATION AND REMOVAL; APPOINTMENT OF
  SUCCESSOR TRUSTEE

  	
   

  
	
  SECTION 6.12

  	
  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR
  TRUSTEE

  	
   

  
	
  SECTION 6.13

  	
  MERGER, CONVERSION, CONSOLIDATION OR
  SUCCESSION TO BUSINESS OF TRUSTEE

  	
   

  
	
  SECTION 6.14

  	
  PREFERENTIAL COLLECTION OF CLAIMS AGAINST
  THE ISSUER

  	
   

  
	
  SECTION 6.15

  	
  APPOINTMENT OF AUTHENTICATING AGENT

  	
   

  



 


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  ARTICLE VII CONCERNING THE
  SECURITYHOLDERS

  	
   

  
	
  SECTION 7.1

  	
  EVIDENCE OF ACTION TAKEN BY SECURITYHOLDERS

  	
   

  
	
  SECTION 7.2

  	
  PROOF OF EXECUTION OF INSTRUMENTS AND OF
  HOLDING OF SECURITIES

  	
   

  
	
  SECTION 7.3

  	
  HOLDERS TO BE TREATED AS OWNERS

  	
   

  
	
  SECTION 7.4

  	
  SECURITIES OWNED BY ISSUER DEEMED NOT
  OUTSTANDING

  	
   

  
	
  SECTION 7.5

  	
  RIGHT OF REVOCATION OF ACTION TAKEN

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII SUPPLEMENTAL INDENTURES

  	
   

  
	
  SECTION 8.1

  	
  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
  SECURITYHOLDERS

  	
   

  
	
  SECTION 8.2

  	
  SUPPLEMENTAL INDENTURES WITH CONSENT OF
  SECURITYHOLDERS

  	
   

  
	
  SECTION 8.3

  	
  EFFECT OF SUPPLEMENTAL INDENTURE

  	
   

  
	
  SECTION 8.4

  	
  DOCUMENTS TO BE GIVEN TO TRUSTEE

  	
   

  
	
  SECTION 8.5

  	
  NOTATION ON SECURITIES IN RESPECT OF
  SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX CONSOLIDATION, MERGER, SALE
  OR CONVEYANCE

  	
   

  
	
  SECTION 9.1

  	
  ISSUER MAY CONSOLIDATE, ETC., ONLY ON
  CERTAIN TERMS

  	
   

  
	
  SECTION 9.2

  	
  SUCCESSOR SUBSTITUTED

  	
   

  
	
  SECTION 9.3

  	
  OPINION OF COUNSEL TO BE GIVEN TO TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE X SATISFACTION AND DISCHARGE
  OF INDENTURE; UNCLAIMED MONEYS

  	
   

  
	
  SECTION 10.1

  	
  SATISFACTION AND DISCHARGE OF INDENTURE

  	
   

  
	
  SECTION 10.2

  	
  APPLICATION BY TRUSTEE OF FUNDS DEPOSITED
  FOR PAYMENT OF SECURITIES

  	
   

  
	
  SECTION 10.3

  	
  REPAYMENT OF MONEYS HELD BY PAYING AGENT

  	
   

  
	
  SECTION 10.4

  	
  RETURN OF MONEYS HELD BY TRUSTEE AND PAYING
  AGENT UNCLAIMED FOR TWO YEARS

  	
   

  
	
  SECTION 10.5

  	
  INDEMNITY FOR U.S. GOVERNMENT OF
  OBLIGATIONS

  	
   

  
	
  SECTION 10.6

  	
  EFFECT ON SUBORDINATION PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI MISCELLANEOUS PROVISIONS

  	
   

  
	
  SECTION 11.1

  	
  INCORPORATORS, STOCKHOLDERS, OFFICERS AND
  DIRECTORS OF GENERAL PARTNER OR ISSUER EXEMPT FROM INDIVIDUAL LIABILITY

  	
   

  
	
  SECTION 11.2

  	
  PROVISIONS OF INDENTURE FOR THE SOLE
  BENEFIT OF PARTIES AND HOLDERS OF SECURITIES AND COUPONS

  	
   

  
	
  SECTION 11.3

  	
  SUCCESSORS AND ASSIGNS OF ISSUER AND
  GUARANTOR BOUND BY INDENTURE

  	
   

  



 


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  SECTION 11.4

  	
  NOTICES AND DEMANDS ON ISSUER, TRUSTEE AND
  HOLDERS OF SECURITIES AND COUPONS

  	
   

  
	
  SECTION 11.5

  	
  OFFICER’S CERTIFICATES AND OPINIONS OF
  COUNSEL; STATEMENTS TO BE CONTAINED THEREIN

  	
   

  
	
  SECTION 11.6

  	
  PAYMENTS DUE ON SATURDAYS, SUNDAYS AND
  HOLIDAYS

  	
   

  
	
  SECTION 11.7

  	
  CONFLICT OF ANY PROVISION OF INDENTURE WITH
  TRUST INDENTURE ACT

  	
   

  
	
  SECTION 11.8

  	
  NEW YORK LAW TO GOVERN

  	
   

  
	
  SECTION 11.9

  	
  COUNTERPARTS

  	
   

  
	
  SECTION 11.10

  	
  EFFECT OF HEADINGS

  	
   

  
	
  SECTION 11.11

  	
  SECURITIES IN A FOREIGN CURRENCY

  	
   

  
	
  SECTION 11.12

  	
  JUDGMENT CURRENCY

  	
   

  
	
  SECTION 11.13

  	
  AGREEMENT TO SUBORDINATE

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII REDEMPTION OF SECURITIES
  AND SINKING FUNDS

  	
   

  
	
  SECTION 12.1

  	
  APPLICABILITY OF ARTICLE

  	
   

  
	
  SECTION 12.2

  	
  NOTICE OF REDEMPTION; PARTIAL REDEMPTIONS

  	
   

  
	
  SECTION 12.3

  	
  PAYMENT OF SECURITIES CALLED FOR REDEMPTION

  	
   

  
	
  SECTION 12.4

  	
  EXCLUSION OF CERTAIN SECURITIES FROM
  ELIGIBILITY FOR SELECTION FOR REDEMPTION

  	
   

  
	
  SECTION 12.5

  	
  MANDATORY AND OPTIONAL SINKING FUNDS

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII THE GUARANTEES

  	
   

  
	
  SECTION 13.1

  	
  GUARANTEES

  	
   

  
	
  SECTION 13.2

  	
  PROCEEDINGS AGAINST THE GUARANTOR

  	
   

  
	
  SECTION 13.3

  	
  GUARANTEES FOR BENEFIT OF HOLDERS OF
  SECURITIES

  	
   

  
	
  SECTION 13.4

  	
  ADDITIONAL GUARANTORS

  	
   

  



 


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THIS
INDENTURE, dated as of November 14, 2005 by and among PLUM CREEK
TIMBERLANDS, L.P., a Delaware limited partnership (the “Issuer”), PLUM CREEK
TIMBER COMPANY, INC., a Delaware corporation (the “Guarantor”), and U.S. Bank
National Association, a national banking association, as trustee (the “Trustee”),


 


W I T N E S S E T H:


 


WHEREAS,
the Issuer has duly authorized the issue from time to time of its unsecured
debentures, notes or other evidences of indebtedness to be issued in one or
more series (the “Securities”) up to such principal amount or amounts as may
from time to time be authorized in accordance with the terms of this Indenture;


 


WHEREAS,
the Issuer has duly authorized the execution and delivery of this Indenture to
provide, among other things, for the authentication, delivery and
administration of the Securities;


 


WHEREAS,
the Guarantor has duly authorized the execution and delivery of this Indenture
and its guarantees of the Securities (the “Guarantees”) as provided herein; and


 


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


 


NOW,
THEREFORE:


 


In
consideration of the premises and the purchases of the Securities by the
holders thereof, it is mutually covenanted and agreed for the equal and
proportionate benefit of the respective holders from time to time of the
Securities and of the coupons, if any, appertaining thereto as follows:


 


ARTICLE I



DEFINITIONS


 


SECTION 1.1                     CERTAIN TERMS DEFINED.  The following terms (except as otherwise expressly provided or unless
the context otherwise clearly requires) for all purposes of this Indenture and
of any indenture supplemental hereto shall have the respective meanings
specified in this Section.  All other
terms used in this Indenture that are defined in the Trust Indenture Act of
1939, as amended (the “Trust Indenture Act”), or the definitions of which in
the Securities Act of 1933, as amended (the “Securities Act”), are referred to
in the Trust Indenture Act, including terms defined therein by reference to the
Securities Act (except as herein otherwise expressly provided or unless the
context otherwise requires), shall have the meaning assigned to such terms in
the Trust Indenture Act and in the Securities Act as in effect from time to
time.  All accounting terms used herein
and not expressly defined shall have the meanings assigned to such terms in
accordance with generally accepted accounting principles, and the term “generally
accepted accounting principles” means such accounting principles as are
generally accepted at the time of any computation unless a different time shall
be specified with respect to such series of Securities as provided for in Section 2.3.  The words “herein,” “hereof” and “hereunder”
and other words of similar import refer to this Indenture as a whole and not to
any


 


1





















 


particular Article, Section or
other subdivision.  The terms defined in
this Article have the meanings assigned to them in this Article and
include the plural as well as the singular.


 


“Affiliate”
has the same meaning as given to that term in Rule 405 of the Securities
Act or any successor provision.


 


“Authenticating
Agent” shall have the meaning set forth in Section 6.15.


 


“Authorized
Newspaper” means a newspaper (which, in the case of The City of New York, will,
if practicable, be The Wall Street Journal
(Eastern Edition), in the case of the United Kingdom of Great Britain and
Northern Ireland (the “United Kingdom”), will, if practicable, be The Financial Times (London Edition) and,
in the case of the Grand Duchy of Luxembourg (“Luxembourg”), will, if
practicable, be the Luxemburger Wort)
published in an official or common language of the country of publication
customarily published at least once a day for at least five days in each
calendar week and of general circulation in The City of New York, the United
Kingdom or Luxembourg, as applicable.  If
it shall be impractical in the opinion of the Trustee to make any publication
of any notice required hereby in an Authorized Newspaper, any publication or
other notice in lieu thereof which is made or given with the approval of the
Trustee shall constitute a sufficient publication of such notice.


 


“Board
of Directors” means the board of directors of the Guarantor, the sole member of
the General Partner or, if the Issuer shall be succeeded by a corporation
pursuant to the provisions of this Indenture, the board of directors of the
Issuer’s corporate successor or any committee of such applicable board duly
authorized to act generally or in any particular respect hereunder.


 


“Board
Resolution” means a copy of a resolution certified by the secretary or an
assistant secretary of the Guarantor or, if the Issuer shall be succeeded by a
corporation pursuant to the provisions of this Indenture, of the Issuer’s
corporate successor to have been duly adopted by the Board of Directors and to
be in full force and effect on the date of such certification, and delivered to
the Trustee.


 


“Business
Day” means, with respect to any Security, a day that is not a day on which
banking institutions in the city (or in any of the cities, if more than one) in
which amounts are payable, as specified in the form of such Security, are
authorized or required by any applicable law or regulation to be closed.


 


“Capital
Stock” means, with respect to any corporation, any and all shares, interests,
rights to purchase (other than convertible or exchangeable indebtedness that is
not itself otherwise capital stock), warrants, options, participations or other
equivalents of or interests (however designated) in stock issued by that
corporation.


 


“Commission”
means the Securities and Exchange Commission, as from time to time constituted,
created under the Exchange Act, or if at any time after the execution and
delivery 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 on such date.


 


“Corporate
Trust Office” means the principal office of the Trustee at which at any time
its corporate trust business shall be administered, which office at the date
hereof is located


 


2





















 


at 100 Wall Street, 16th
Floor, New York, New York 10004, or such other address as the Trustee may
designate from time to time by notice to the Holders and the Issuer, or the
principal corporate trust office of any successor Trustee (or such other
address as such successor Trustee may designate from time to time by notice to
the Holders and the Issuer).


 


“Coupon”
means any interest coupon appertaining to an Unregistered Security.


 


“Covenant
Defeasance” shall have the meaning set forth in Section 10.1(C).


 


“Debt”
means, with respect to any Person, any indebtedness of such Person, whether or
not contingent, in respect of (i) borrowed money or evidenced by bonds,
notes, debentures or similar instruments, (ii) indebtedness secured by any
Lien on any property or asset owned by such Person, but only to the extent of
the lesser of (x) the amount of indebtedness so secured and (y) the fair market
value (determined in good faith by the board of directors of such Person or, in
the case of the Issuer or a Subsidiary, by the Board of Directors) of the property
subject to such Lien, (iii) reimbursement obligations, contingent or
otherwise, in connection with any letters of credit actually issued or amounts
representing the balance deferred and unpaid of the purchase price of any
property except any such balance that constitutes an accrued expense or trade
payable, or (iv) any lease of property by such Person as lessee which is
required to be reflected on such Person’s balance sheet as a capitalized lease
in accordance with generally accepted accounting principals, and also includes,
to the extent not otherwise included, any obligation of such Person to be
liable for, or to pay, as obligor, guarantor or otherwise (other than for
purposes of collection in the ordinary course of business), Debt of the types
referred to above of another Person (it being understood that Debt shall be
deemed to be incurred by such Person whenever such Person shall create, assume,
guarantee or otherwise become liable in respect thereof).


 


“Depositary”
means, with respect to the Securities of any series issuable or issued in the
form of one or more Registered Global Securities, the Person designated as
Depositary by the Issuer pursuant to Section 2.3 until a successor
Depositary shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Depositary” shall mean or include each Person who is
then a Depositary hereunder, and if at any time there is more than one such
Person, “Depositary” as used with respect to the Securities of any such series
shall mean the Depositary with respect to the Registered Global Securities of
that series.


 


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


 


“Equity
Interests” means Capital Stock or partnership, participation or membership
interests and all warrants, options or other rights to acquire Capital Stock or
partnership, participation or membership interests (but excluding any debt
security that is convertible into, or exchangeable for, Capital Stock or
partnership, participation or membership interests).


 


“Event
of Default” means any event or condition specified as such in Section 5.1.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


3





















 


“Fair
Value” when used with respect to any Voting Equity Interests of the Issuer
means the fair value as determined in good faith by the Board of Directors of
the Issuer.


 


“Foreign
Currency” means any coin, 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 internationally recognized union, confederation or
association of such governments.


 


“General
Partner” means Plum Creek Timber I, L.L.C., a Delaware limited liability
company and wholly owned subsidiary of the Guarantor, until a successor shall
have become such pursuant to the applicable provisions of this Indenture, and
thereafter “General Partner” shall mean such successor corporation.


 


“Guarantees”
means each Guarantee executed pursuant to the provisions of this Indenture.


 


“Guarantor”
means Plum Creek Timber Company, Inc., a Delaware corporation until a
successor shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Guarantor” shall mean such successor Person.


 


“Holder,”
“Holder of Securities,” “Securityholder” or any other similar terms mean (a) in
the case of any Registered Security, the person in whose name such Security is
registered in the security register kept by the Issuer for that purpose in
accordance with the terms hereof, and (b) in the case of any Unregistered
Security, the bearer of such Security, or any Coupon appertaining thereto, as
the case may be.


 


“Indenture”
means this instrument as originally executed and delivered or, if amended or
supplemented as herein provided, as so amended or supplemented or both, and
shall include the forms and terms of particular series of Securities
established as contemplated hereunder, provided,
that, if at any time more than one Person is acting as Trustee under this
instrument, “Indenture” shall mean, with respect to one or more series of
Securities for which such person is trustee, this instrument as originally
executed and delivered or, if amended or supplemented as herein provided, as so
amended or supplemented or both, and shall include the forms and terms of those
particular series of Securities for which such Person is Trustee established as
contemplated hereunder, exclusive, however, of any provisions or terms which
relate solely to other series of Securities for which such person is not
Trustee, regardless of when such terms or provisions were adopted.


 


“IRS”
means the Internal Revenue Service of the United States Department of the
Treasury, or any successor entity.


 


“Issuer”
means (except as otherwise provided in Article IX) Plum Creek Timberlands,
L.P., a Delaware limited partnership, and, subject to Article IX, its
successors and assigns.


 


“Issuer
Order” means a written statement, request or order signed in the name of the
Issuer by the chairman of the Board of Directors, or the president, any vice
president or the treasurer of the General Partner or Guarantor, as sole member
of the General Partner, provided that if the Issuer shall be succeeded by a
corporation pursuant to the provisions of this Indenture,


 


4





















 


“Issuer Order” shall mean a
written statement, request, or order of the Issuer signed in its name by the
chairman of the Board of Directors, the president, any vice president or the
treasurer of the Issuer.


 


“Judgment
Currency” has the meaning set forth in Section 11.12.


 


“Lien”
means any mortgage, deed of trust, lien, charge, pledge, security interest,
security agreement or other encumbrance of any kind.


 


“Non-U.S.
Person” means any person that is not a “U.S. person” as such term is defined in
Rule 902 of the Securities Act.


 


“Officer’s
Certificate” means a certificate signed by the chairman of the Board of
Directors, or the president, any vice president or the treasurer of the General
Partner or Guarantor, as sole member of the General Partner and delivered to
the Trustee, provided that if the Issuer shall be succeeded by a corporation
pursuant to the provisions of this Indenture, “Officer’s Certificate” shall
mean a certificate signed by the chairman of the board of directors, the
president or any vice president or treasurer of such successor corporation, and
delivered to the Trustee.  Each such
certificate shall comply with Section 314 of the Trust Indenture Act and
include the statements provided for in Section 11.5.


 


“Opinion
of Counsel” means an opinion in writing signed by legal counsel who may be an
employee of the Issuer or the General Partner or other counsel satisfactory to
the Trustee.  Each such opinion shall
comply with Section 314 of the Trust Indenture Act and include the
statements provided for in Section 11.5.


 


“Original
Issue Date” of any Security (or portion thereof) means the earlier of (a) the
date of such Security or (b) the date of any Security (or portion thereof)
for which such Security was issued (directly or indirectly) on registration of
transfer, exchange or substitution.


 


“Original
Issue Discount Security” means any Security that provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the maturity thereof pursuant to Section 5.1.


 


“Outstanding”
(except as otherwise provided in Section 7.4), when used with reference to
Securities, means, subject to the provisions of Section 7.4, as of any
particular time, all Securities authenticated and delivered by the Trustee
under this Indenture, except:


 


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


 


(2)                                  Securities, or portions thereof, for the
payment or redemption of which moneys or U.S. Government Obligations (as
provided for in Section 10.1) in the necessary amount shall have been
deposited in trust with the Trustee or with any paying agent (other than the
Issuer) or shall have been set aside, segregated and held in trust by the
Issuer for the Holders of such Securities (if the Issuer shall act as its own
paying agent), provided, that if
such Securities, or portions thereof, are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been given as herein provided, or
provisions satisfactory to the Trustee shall have been made for giving such
notice; and


 


5





















 


(3)                                  Securities which shall have been paid or in
substitution for which other Securities shall have been authenticated and
delivered pursuant to the terms of Section 2.9 (except with respect to any
such Security as to which proof satisfactory to the Trustee is presented that
such Security is held by a person in whose hands such Security is a legal,
valid and binding obligation of the Issuer).


 


In
determining whether the Holders of the requisite principal amount of Outstanding
Securities of any or all series have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of an
Original Issue Discount Security that shall be deemed to be Outstanding for
such purposes shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon a declaration of
acceleration of the maturity thereof pursuant to Section 5.1.


 


“Periodic
Offering” means an offering of Securities of a series from time to time, the
specific terms of which Securities, including, without limitation, the rate or
rates of interest, if any, thereon, the stated maturity or maturities thereof
and the redemption provisions, if any, with respect thereto, are to be determined
by the Issuer or its agents upon the issuance of such Securities.


 


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


 


“principal”
whenever used with reference to the Securities or any Security or any portion
thereof, shall be deemed to include “and premium, if any,” provided, however, that such inclusion of
premium, if any, shall under no circumstances result in the double counting of
such premium for the purpose of any calculation required hereunder.


 


“record
date” shall have the meaning set forth in Section 2.7.


 


“Registered
Global Security” means a Security evidencing all or a part of a series of
Registered Securities, issued to the Depositary for such series in accordance
with Section 2.4, and bearing the legend prescribed in Section 2.4
and any other legend required by the Depositary for such series.


 


“Registered
Security” means any Security registered on the Security register of the Issuer.


 


“Required
Currency” shall have the meaning set forth in Section 11.12.


 


“Responsible
Officer” when used with respect to the Trustee means the chairman of the board
of directors, any vice chairman of the board of directors, the chairman of the
trust committee, the chairman of the executive committee, any vice chairman of
the executive committee, the president, any vice president (whether or not
designated by numbers or words added before or after the title “Vice President”),
the cashier, the secretary, the treasurer, any trust officer, any assistant
trust officer, any assistant vice president, any assistant cashier, any
assistant secretary, any assistant treasurer, or any other officer or assistant
officer of the Trustee customarily performing functions similar to those
performed by the persons who at the time shall


 


6





















 


be such officers,
respectively, or to whom any corporate trust matter is referred because of his
or her knowledge of and familiarity with the particular subject.


 


“Security”
or “Securities” (except as otherwise provided in Section 7.4) has the
meaning stated in the first recital of this Indenture, or, as the case may be,
Securities that have been authenticated and delivered under this Indenture.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Senior
Indebtedness”, when used with respect to the Subordinated Securities of any
series, shall have the meaning established pursuant to Subsection 2.3(9) 
with respect to the Subordinated Securities of such series.


 


“Senior
Securities” means Securities other than Subordinated Securities.


 


“Stated
Maturity,” when used with respect to any Security or any installment of
principal thereof or interest thereon, means the date specified in such
Security or pursuant to this Indenture as the fixed date on which the principal
of such Security or such installment of principal or interest is due and
payable.


 


“Subordinated
Securities” means Securities that by the terms established pursuant to Subsection 2.3(9) are
subordinated in right of payment to Senior Indebtedness of the Issuer.


 


“Subordination
Provisions”, when used with respect to the Subordinated  Securities of any series, shall have the
meaning established pursuant to Subsection 2.3(9)  with respect to
the Subordinated Securities of such series.


 


“Subsidiary,”
with respect to any Person, means (i) a corporation a majority of whose
Voting Equity Interests is at the time, directly or indirectly, owned by such
Person, by such Person and one or more Subsidiaries of such Person or by one or
more Subsidiaries of such Person, (ii) any other Person (other than a
corporation) in which such Person, one or more Subsidiaries of such Person, or
such Person and one or more Subsidiaries of such Person, directly or
indirectly, at the date of determination thereof has at least majority
ownership interest, or (iii) a partnership in which such Person or a
Subsidiary of such Person is, at the time, a general partner.


 


“Trustee”
means the Person identified as “Trustee” in the first paragraph hereof and,
subject to the provisions of Article VI, shall also include any successor
trustee.  “Trustee” shall also mean or
include each Person who is then a trustee hereunder, and if at any time there
is more than one such Person, “Trustee” as used with respect to the Securities
of any series shall mean the trustee with respect to the Securities of such
series.


 


“Unregistered
Security” means any Security other than a Registered Security.


 


“U.S.
Government Obligations” shall have the meaning set forth in Section 10.1(A).


 


“Voting
Equity Interests” means Equity Interests which at the time are entitled to vote
in the election of, as applicable, directors, members or partners generally; provided, that, for


 


7





















 


the purposes hereof, Equity
Interests that carry only the right to vote conditionally on the happening of
an event shall not be considered Voting Equity Interests whether or not such
event shall have happened.


 


“Yield
to Maturity” means the yield to maturity on a series of securities, calculated
at the time of issuance of such series, or, if applicable, at the most recent
redetermination of interest on such series, and calculated in accordance with
accepted financial practice.


 


ARTICLE II



SECURITIES


 


SECTION 2.1                     FORMS GENERALLY.  The Securities and Guarantees of each series and the Coupons, if any,
to be attached thereto shall be substantially in such form (not inconsistent
with this Indenture) as shall be established by or pursuant to one or more
Board Resolutions (as set forth in a Board Resolution or, to the extent
established pursuant to but not set forth in a Board Resolution, an Officer’s
Certificate detailing such establishment) or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have imprinted or otherwise reproduced thereon such legend or
legends or endorsements, not inconsistent with the provisions of this
Indenture, as may be required to comply with any law or with any rules or
regulations pursuant thereto, or with any rules of any securities exchange
or to conform to general usage, all as may be determined by the officers
executing such Securities, Guarantees and Coupons, if any, as evidenced by
their execution of such Securities, Guarantees and Coupons.


 


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


 


SECTION 2.2                     FORM OF TRUSTEE’S
CERTIFICATE OF AUTHENTICATION.  The Trustee’s certificate of authentication
on all Securities shall be in substantially the following form:


 


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


 


	
   

  	
  U.S. Bank National
  Association,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory”

  



 


If
at any time there shall be an Authenticating Agent appointed with respect to
any series of Securities, then the Trustee’s Certificate of Authentication to
be borne by the Securities of each such series shall be substantially as
follows:


 


8





















 


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


 


	
   

  	
  U.S. Bank National Association,

  
	
   

  	
  as Authenticating Agent

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory”

  



 


SECTION 2.3                     AMOUNT UNLIMITED; ISSUABLE
IN SERIES.  The aggregate principal amount of Securities
which may be authenticated and delivered under this Indenture is unlimited.


 


The
Securities may be issued in one or more series. 
There shall be established in or pursuant to one or more Board
Resolutions (and to the extent established pursuant to but not set forth in a
Board Resolution, in an Officer’s Certificate detailing such establishment) or
established in one or more indentures supplemental hereto, prior to the initial
issuance of Securities of any series,


 


(1)                                  the designation of the Securities of the
series, which shall distinguish the Securities of the series from the
Securities of all other series, and which may be part of a series of Securities
previously issued;


 


(2)                                  any limit upon the aggregate principal amount
of the Securities of the series that may be authenticated and delivered under
this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 2.8, 2.9, 2.11, 8.5 or 12.3);


 


(3)                                  if other than Dollars, the Foreign Currency
or Foreign Currencies in which the Securities of the series are denominated;


 


(4)                                  the date or dates on which the principal of
the Securities of the series is payable or the method of determination thereof;


 


(5)                                  the rate or rates at which the Securities of
the series shall bear interest, if any, the date or dates from which such
interest shall accrue, on which such interest shall be payable, the terms and
conditions of any deferral of interest and the additional interest, if any,
thereon, the right, if any, of the Issuer to extend the interest payment
periods and the duration of the extensions and (in the case of Registered
Securities) the date or dates on which a record shall be taken for the
determination of Holders to whom interest is payable and/or the method by which
such rate or rates or date or dates shall be determined;


 


(6)                                  the place or places where and the manner in
which, the principal of and any interest on Securities of the series shall be
payable, if other than as provided in Section 3.2;


 


9





















 


(7)                                  the right, if any, of the Issuer to redeem
Securities, in whole or in part, at its option and the period or periods within
which, or the date or dates on which, the price or prices at which and any
terms and conditions upon which Securities of the series may be so redeemed,
pursuant to any sinking fund or otherwise;


 


(8)                                  the obligation, if any, of the Issuer to
redeem, purchase or repay Securities of the series pursuant to any mandatory
redemption, sinking fund or analogous provisions or at the option of a Holder
thereof and the price or prices at which and the period or periods within which
or the date or dates on which, and any terms and conditions upon which
Securities of the series shall be redeemed, purchased or repaid, in whole or in
part, pursuant to such obligation;


 


(9)                                  if the Securities of such series are
Subordinated Securities, the terms pursuant to which the Securities of such
series will be made subordinate in right of payment to Senior Indebtedness and
the definition of such Senior Indebtedness with respect to such series (in the
absence of an express statement to the effect that the Securities of such
series are subordinate in right of payment to all such Senior Indebtedness, the
Securities of such series shall not be subordinate to Senior Indebtedness and
shall not constitute Subordinated Securities); and, in the event that the
Securities of such series are Subordinated Securities, such Board Resolution,
Officer’s Certificate or supplemental indenture, as the case may be, establishing
the terms of such series shall expressly state which articles, sections or
other provisions thereof constitute the “Subordination Provisions” with respect
to the Securities of such series;


 


(10)                            if other than denominations of $1,000 and any
integral multiple thereof in the case of Registered Securities, or $1,000 and
$5,000 in the case of Unregistered Securities, the denominations in which
Securities of the series shall be issuable;


 


(11)                            the percentage of the principal amount at
which the Securities will be issued and if other than the principal amount
thereof, the portion of the principal amount of Securities of the series which
shall be payable upon declaration of acceleration of the maturity thereof and
the terms and conditions of any acceleration;


 


(12)                            if other than the coin, currency or
currencies in which the Securities of the series are denominated, the coin,
currency or currencies in which payment of the principal of or interest on the
Securities of such series shall be payable, including composite currencies or
currency units;


 


(13)                            if the principal of or interest on the
Securities of the series are to be payable, at the election of the Issuer or a
Holder thereof, in a coin or currency other than that in which the Securities
are denominated, the period or periods within which, and the terms and
conditions upon which, such election may be made;


 


(14)                            if the amount of payments of principal of and
interest on the Securities of the series may be determined with reference to an
index or formula based on a coin, currency, composite currency or currency unit
other than that in which the Securities of the series are denominated, the
manner in which such amounts shall be determined;


 


10





















 


(15)                            whether the Securities of the series will be
issuable as Registered Securities (and if so, whether such Securities will be
issuable as Registered Global Securities) or Unregistered Securities (with or
without Coupons), or any combination of the foregoing, any restrictions
applicable to the offer, sale or delivery of Unregistered Securities or the
payment of interest thereon and, if other than as provided in Section 2.8,
the terms upon which Unregistered Securities of any series may be exchanged for
Registered Securities of such series and vice versa;


 


(16)                            whether and under what circumstances the
Issuer will pay additional amounts on the Securities of the series held by a
person who is not a U.S. person in respect of any tax, assessment or
governmental charge withheld or deducted and, if so, whether the Issuer will
have the option to redeem the Securities of the series rather than pay such
additional amounts;


 


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


 


(18)                            any trustees, depositaries, authenticating or
paying agents, transfer agents or registrars of any other agents with respect
to the Securities of such series;


 


(19)                            any deletion from modification of or addition
to the Events of Default or covenants with respect to the Securities of such
series;


 


(20)                            if the Securities of the series are to be
convertible into or exchangeable for any other security or property of the
Issuer, including, without limitation, securities of another Person held by the
Issuer or its Affiliates and, if so, the terms thereof; and


 


(21)                            any other terms of the series.


 


All
Securities of any one series, the Guarantees appertaining to any Securities of
such series and Coupons, if any, appertaining thereto shall be substantially
identical, except in the case of Registered Securities as to denomination and
except as may otherwise be provided by or pursuant to the Board Resolution or
Officer’s Certificate referred to above or as set forth in any indenture
supplemental hereto.  All Securities of
any one series need not be issued at the same time and may be issued from time
to time, consistent with the terms of this Indenture, if so provided by or
pursuant to such Board Resolution, such Officer’s Certificate or in any
indenture supplemental hereto.


 


SECTION 2.4                     AUTHENTICATION AND DELIVERY
OF SECURITIES.  The Issuer may deliver Securities of any
series having attached thereto appropriate Coupons and Guarantees, if any,
executed by the Issuer to the Trustee for authentication together with the
applicable documents referred to below in this Section 2.4, and the
Trustee shall thereupon authenticate and deliver such Securities, Guarantees
and Coupons, if any, to or upon the order of the Issuer (contained in the
Issuer Order referred to below in this Section) or pursuant to such procedures
acceptable to the Trustee and to such recipients as may be specified from time
to time by an Issuer Order.  The maturity
date, original issue date, interest rate and any other terms of the Securities
and Guarantees of such series and Coupons, if any, appertaining thereto shall
be


 


11





















 


determined by or pursuant to
such Issuer Order and procedures.  If
provided for in such procedures, such Issuer Order may authorize authentication
and delivery pursuant to oral or electronic instructions from the Issuer or its
duly authorized agent or agents, which instructions, if oral, shall be promptly
confirmed in writing.  In authenticating
such Securities and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to
receive (in the case of subparagraphs (2), (3) and (4) below only at
or before the time of the first request of the Issuer to the Trustee to
authenticate Securities of such series) and (subject to Section 6.1) shall
be fully protected in relying upon, the following enumerated documents unless
and until such documents have been superseded or revoked:


 


(1)                                  an Issuer Order requesting such
authentication and setting forth delivery instructions if the Securities,
Guarantees and Coupons, if any, are not to be delivered to the Issuer, provided that, with respect to Securities
of a series subject to a Periodic Offering, (a) such Issuer Order may be
delivered by the Issuer to the Trustee prior to the delivery to the Trustee of
such Securities for authentication and delivery, (b) the Trustee shall
authenticate and deliver Securities of such series for original issue from time
to time, in an aggregate principal amount not exceeding the aggregate principal
amount established for such series, pursuant to an Issuer Order or pursuant to
procedures acceptable to the Trustee as may be specified from time to time by
an Issuer Order, (c) the maturity date or dates, original issue date or
dates, interest rate or rates and any other terms of Securities of such series
shall be determined by an Issuer Order or pursuant to such procedures and (d) if
provided for in such procedures, such Issuer Order may authorize authentication
and delivery pursuant to oral or electronic instructions from the Issuer or its
duly authorized agent or agents, which instructions, if oral, shall be promptly
confirmed in writing;


 


(2)                                  any Board Resolution, Officer’s Certificate
and/or executed supplemental indenture referred to in Section 2.1 and 2.3 by
or pursuant to which the forms and terms of the Securities, Guarantees and
Coupons, if any, were established;


 


(3)                                  an Officer’s Certificate setting forth the
form or forms and terms of the Securities, Guarantees and Coupons, if any,
stating that the form or forms and terms of the Securities, Guarantees and
Coupons, if any, have been established pursuant to Sections 2.1 and 2.3 and
comply with this Indenture, and covering such other matters as the Trustee may
reasonably request; and


 


(4)                                  At the option of the Issuer, either one or
more Opinions of Counsel, or a letter addressed to the Trustee permitting it to
rely on one or more Opinions of Counsel, substantially to the effect that:


 


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


 


(b)                                 in the case of an underwritten offering, the
terms of the Securities have been duly authorized and established in conformity
with the provisions of this Indenture, and, in the case of an offering that is
not underwritten, certain terms of the Securities have been established pursuant
to a Board Resolution, an


 


12





















 


Officer’s
Certificate or a supplemental indenture in accordance with this Indenture, and
when such other terms as are to be established pursuant to procedures set forth
in an Issuer Order shall have been established, all such terms will have been
duly authorized by the Issuer and will have been established in conformity with
the provisions of this Indenture; and


 


(c)                                  such Securities, Guarantees and Coupons, if
any, when executed by the Issuer and the Guarantor, as applicable, and
authenticated by the Trustee in accordance with the provisions of this Indenture
and delivered to and duly paid for by the purchasers thereof, and subject to
any conditions specified in such Opinion of Counsel, will have been duly issued
under this Indenture, will be entitled to the benefits of this Indenture, and
will be valid and binding obligations of the Issuer, enforceable in accordance
with their respective terms except as the enforceability thereof may be limited
by (i) bankruptcy, insolvency, reorganization, liquidation, moratorium,
fraudulent transfer or similar laws affecting creditors’ rights generally, (ii) rights
of acceleration, if any, and (iii) the availability of equitable remedies
may be limited by equitable principles of general applicability and such
counsel need express no opinion with regard to the enforceability of Section 6.6
or of a judgment denominated in a currency other than Dollars.


 


In
rendering such opinions, any counsel may qualify any opinions as to
enforceability by stating that such enforceability may be limited by
bankruptcy, insolvency, reorganization, liquidation, moratorium, fraudulent
transfer and other similar laws affecting the rights and remedies of creditors
and is subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).  Such counsel may rely upon opinions of other
counsel (copies of which shall be delivered to the Trustee) reasonably
satisfactory to the Trustee, in which case the opinion shall state that such
counsel believes he and the Trustee are entitled so to rely.  Such counsel may also state that, insofar as
such opinion involves factual matters, he has relied, to the extent he deems
proper, upon certificates of officers of the Issuer and its subsidiaries and
certificates of public officials.


 


The
Trustee shall have the right to decline to authenticate and deliver any
Securities under this section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken by the Issuer or if the
Trustee in good faith by its board of directors or board of trustees, executive
committee or a trust committee of directors or trustees  shall determine that such action would expose
the Trustee to personal liability to existing Holders or would affect the Trustee’s
own rights, duties or immunities under the Securities, this Indenture or
otherwise.


 


If
the Issuer shall establish pursuant to Section 2.3 that the Securities of
a series are to be issued in the form of one or more Registered Global
Securities, then the Issuer shall execute and the Trustee shall, in accordance
with this Section and the Issuer Order with respect to such series,
authenticate and deliver one or more Registered Global Securities that (i) shall
represent and shall be denominated in an amount equal to the aggregate
principal amount of all of the Securities of such series issued and not yet
cancelled, (ii) shall be registered in the name of the Depositary for such
Registered Global Security or Securities or the nominee of such Depositary, (iii) shall
be delivered by the Trustee to such Depositary or delivered or held


 


13





















 


pursuant to such Depositary’s
instructions and (iv) shall bear a legend substantially to the following
effect:  “Unless and until it is
exchanged in whole or in part for Securities in definitive registered form,
this Security may not be transferred except as a whole by the Depositary to the
nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary.”


 


Each
Depositary designated pursuant to Section 2.3 must, at the time of its
designation and at all times while it serves as Depositary, be a clearing
agency registered under the Exchange Act and any other applicable statute or
regulation.


 


SECTION 2.5                     EXECUTION OF SECURITIES.  The Securities and each Coupon appertaining thereto, if any, shall be
executed on behalf of the Issuer by the chairman of the Board of Directors, or
the president or any vice president of the General Partner or Guarantor, as
sole member of the General Partner.  The
Guarantee shall be executed on behalf of the Guarantor by the chairman of the
Board of Directors or the president or any vice president of the Guarantor and
attested to by its treasurer, any assistant treasurer, its secretary or any
assistant secretary.  The signature of
any of these officers on the Securities and each Coupon appertaining thereto,
if any, or Guarantee may be manual or facsimile signatures of the present or
any future such authorized officer and may be imprinted or otherwise reproduced
on the Securities or the Guarantees.


 


The
Guarantees, Securities, or Coupons, if any, bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Issuer’s General Partner, the Guarantor or any successor Person of the Issuer,
as applicable shall bind the Issuer or the Guarantor, notwithstanding that such
individuals or any of them have ceased to hold such officer prior to the
authentication and delivery of such Securities, Coupons or Guarantees or did
not hold such  offices at the date of
such Securities, Coupons or Guarantees.


 


SECTION 2.6                     CERTIFICATE OF
AUTHENTICATION.  Only such Securities as shall bear thereon a
certificate of authentication substantially in the form hereinbefore recited,
executed by the Trustee by the manual signature of one of its authorized
officers, shall be entitled to the benefits of this Indenture or be valid or obligatory
for any purpose.  No Coupon or Guarantee
shall be entitled to the benefits of this Indenture or shall be valid and
obligatory for any purpose until the certificate of authentication on the
Security to which such Coupon or Guarantee appertains shall have been duly
executed by the Trustee.  The execution
of such certificate by the Trustee upon any Security executed by the Issuer
shall be conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture.


 


SECTION 2.7                     DENOMINATION AND DATE OF
SECURITIES; PAYMENT OF INTEREST.  The Securities of each series shall be
issuable as Registered Securities or Unregistered Securities in denominations
established as contemplated by Section 2.3 or, with respect to the
Registered Securities of any series, if not so established, in denominations of
$1,000 and any integral multiple thereof. 
If denominations of Unregistered Securities of any series are not so
established, such Securities shall be issuable in denominations of $1,000 and
$5,000.  The Securities of each series
shall be numbered, lettered or otherwise distinguished in such manner or in
accordance with such plan as the officers of the Issuer


 


14





















 


executing the same may
determine with the approval of the Trustee, as evidenced by the execution and
authentication thereof.


 


Each
Registered Security and Guarantee shall be dated the date of its
authentication.  Each Unregistered
Security shall be dated as provided in the Board Resolution referred to in Section 2.3.  The Securities of each series shall bear
interest, if any, from the date, and such interest shall be payable on the
dates, established as contemplated by Section 2.3.


 


The
person in whose name any Registered Security of any series is registered at the
close of business on any record date applicable to a particular series with
respect to any interest payment date for such series shall be entitled to receive
the interest, if any, payable on such interest payment date notwithstanding any
transfer or exchange of such Registered Security subsequent to the record date
and prior to such interest payment date, except if and to the extent the Issuer
shall default in the payment of the interest due on such interest payment date
for such series, in which case such defaulted interest shall be paid to the
persons in whose names Outstanding Registered Securities for such series are
registered at the close of business on a subsequent record date (which shall be
not less than five Business Days prior to the date of payment of such defaulted
interest) established by notice given by mail by or on behalf of the Issuer to
the Holders of Registered Securities not less than 15 days preceding such
subsequent record date.  The term “record
date” as used with respect to any interest payment date (except a date for
payment of defaulted interest) for the Securities of any series shall mean the
date specified as such in the terms of the Registered Securities of such series
established as contemplated by Section 2.3, or, if no such date is so
established, if such interest payment date is the first day of a calendar
month, the fifteenth day of the preceding calendar month or, if such interest
payment date is the fifteenth day of a calendar month, the first day of such
calendar month, whether or not such record date is a Business Day.


 


SECTION 2.8                     REGISTRATION, TRANSFER AND
EXCHANGE.  The Issuer will keep at each office or agency
to be maintained for the purpose as provided in Section 3.2 for each
series of Securities a register or registers in which, subject to such
reasonable regulations as the Issuer may prescribe, it will provide for the
registration of Registered Securities of such series and the registration of
transfer of Registered Securities of such series.  Such register shall be in written form in the
English language or in any other form capable of being converted into such form
within a reasonable time.  At all
reasonable times such register or registers shall be open for inspection by the
Trustee.


 


Upon
due presentation for registration of transfer of any Registered Security of any
series at any such office or agency to be maintained for the purpose as
provided in Section 3.2, the Issuer shall execute and the Trustee shall
authenticate and deliver in the name of the transferee or transferees a new
Registered Security or Registered Securities of the same series, maturity date,
interest rate and original issue date in authorized denominations for a like
aggregate principal amount.


 


Unregistered
Securities (except for any temporary global Unregistered Securities) and
Coupons (except for Coupons attached to any temporary global Unregistered
Securities) shall be transferable by delivery.


 


15





















 


At
the option of the Holder thereof, Registered Securities of any series (other
than a Registered Global Security, except as set forth below) may be exchanged
for a Registered Security or Registered Securities of such series having
authorized denominations and an equal aggregate principal amount, upon
surrender of such Registered Securities to be exchanged at the agency of the
Issuer that shall be maintained for such purpose in accordance with Section 3.2
and upon payment, if the Issuer shall so require, of the charges hereinafter
provided.  If the Securities of any
series are issued in both registered and unregistered form, at the option of
the Holder thereof, except as otherwise specified pursuant to Section 2.3,
Unregistered Securities of any series may be exchanged for Registered
Securities of such series having authorized denominations and an equal
aggregate principal amount, upon surrender of such Unregistered Securities to
be exchanged at the agency of the Issuer that shall be maintained for such
purpose in accordance with Section 3.2, with, in the case of Unregistered
Securities that have Coupons attached, all unmatured Coupons and all matured
Coupons in default thereto appertaining, and upon payment, if the Issuer shall
so require, of the charges hereinafter provided.  At the option of the Holder thereof, if
Unregistered Securities of any series, maturity date, interest rate and
original issue date are issued in more than one authorized denomination, except
as otherwise specified pursuant to Section 2.3, such Unregistered
Securities may be exchanged for Unregistered Securities of such series having
authorized denominations and an equal aggregate principal amount, upon
surrender of such Unregistered Securities to be exchanged at the agency of the
Issuer that shall be maintained for such purpose in accordance with Section 3.2
or as specified pursuant to Section 2.3, with, in the case of Unregistered
Securities that have Coupons attached, all unmatured Coupons and all matured
Coupons in default thereto appertaining, and upon payment, if the Issuer shall
so require, of the charges hereinafter provided.  Registered Securities of any series may not
be exchanged for Unregistered Securities of such series unless (1) otherwise
specified pursuant to Section 2.3 and (2) the Issuer has delivered to
the Trustee an Opinion of Counsel that (x) the Issuer has received from the IRS
a ruling or (y) since the date hereof, there has been a change in the
applicable United States Federal income tax law, in either case to the effect
that the inclusion of terms permitting Registered Securities to be exchanged
for Unregistered Securities would result in no United States Federal income tax
effect adverse to the Issuer or to any Holder. 
Whenever any Securities are so surrendered for exchange, the Issuer
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.  All Securities and Coupons, if any, surrendered
upon any exchange or transfer provided for in this Indenture shall be promptly
cancelled and disposed of by the Trustee, and the Trustee shall deliver a
certificate of disposition thereof to the Issuer.


 


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


 


The
Issuer or the registrar may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
exchange or registration of transfer of Securities.  No service charge shall be made for any such
transaction.


 


The
Issuer shall not be required to exchange or register a transfer of (a) any
Securities of any series for a period of 15 days preceding the first mailing of
notice of redemption of Securities of such series to be redeemed or (b) any
Securities selected, called or


 


16





















 


being called for redemption,
in whole or in part, except, in the case of any Security to be redeemed in
part, the portion thereof not so to be redeemed.


 


Notwithstanding
any other provision of this Section 2.8, unless and until it is exchanged
in whole or in part for Securities in definitive registered form, a Registered
Global Security representing all or a portion of the Securities of a series may
not be transferred except as a whole by the Depositary for such series to a
nominee of such Depositary or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary or by such Depositary or any such
nominee to a successor Depositary for such series or a nominee of such
successor Depositary.


 


If
at any time the Depositary for any Registered Securities of a series
represented by one or more Registered Global Securities notifies the Issuer
that it is unwilling or unable to continue as Depositary for such Registered
Securities or if at any time the Depositary for such Registered Securities
shall no longer be eligible under Section 2.4, the Issuer shall appoint a
successor Depositary eligible under Section 2.4 with respect to such
Registered Securities.  If a successor
Depositary eligible under Section 2.4 for such Registered Securities is
not appointed by the Issuer within 90 days after the Issuer receives such
notice or becomes aware of such ineligibility, the Issuer’s election pursuant
to Section 2.3 that such Registered Securities be represented by one or
more Registered Global Securities shall no longer be effective and the Issuer
will execute, and the Trustee, upon receipt of an Officer’s Certificate for the
authentication and delivery of definitive Securities of such series, will
authenticate and deliver, Securities of such series in definitive registered
form without coupons, in any authorized denominations, in an aggregate
principal amount equal to the principal amount of the Registered Global
Security or Securities representing such Registered Securities in exchange for
such Registered Global Security or Securities.


 


The
Issuer may at any time and in its sole discretion determine that the Registered
Securities of any series issued in the form of one or more Registered Global
Securities shall no longer be represented by a Registered Global Security or
Securities.  In such event the Issuer
will execute, and the Trustee, upon receipt of any Officer’s Certificate for
the authentication and delivery of definitive Securities of such series, will
authenticate and deliver, Securities of such series in definitive registered
form without coupons, in any authorized denominations, in an aggregate
principal amount equal to the principal amount of the Registered Global
Security or Securities representing such Registered Securities, in exchange for
such Registered Global Security or Securities.


 


If
specified by the Issuer pursuant to Section 2.3 with respect to Securities
represented by a Registered Global Security, the Depositary for such Registered
Global Security may surrender such Registered Global Security in exchange in
whole or in part for Securities of the same series in definitive registered
form on such terms as are acceptable to the Issuer and such Depositary.  Thereupon, the Issuer shall execute, and the
Trustee shall authenticate and deliver, without service charge,


 


(i)                                     to the Person specified by such Depositary a
new Registered Security or Securities of the same series, of any authorized
denominations as requested by such Person, in an aggregate principal amount
equal to and in exchange for such Person’s beneficial interest in the
Registered Global Security; and


 


17





















 


(ii)                                  to such Depositary a new Registered Global
Security in a denomination equal to the difference, if any, between the
principal amount of the surrendered Registered Global Security and the
aggregate principal amount of Registered Securities authenticated and delivered
pursuant to clause (i) above.


 


Upon
the exchange of a Registered Global Security for Securities in definitive
registered form without coupons, in authorized denominations, such Registered
Global Security shall be cancelled by the Trustee or an agent of the Issuer or
the Trustee.  Securities in definitive
registered form without coupons issued in exchange for a Registered Global
Security pursuant to this Section 2.8 shall be registered in such names
and in such authorized denominations as the Depositary for such Registered
Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee or an agent of the Issuer
or the Trustee.  The Trustee or such
agent shall deliver such Securities to or as directed by the Persons in whose
names such Securities are so registered.


 


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


 


Notwithstanding
anything herein or in the terms of any series of Securities to the contrary,
none of the Issuer, the Trustee or any agent of the Issuer or the Trustee (any
of which, other than the Issuer, shall rely on an Officer’s Certificate and an
Opinion of Counsel) shall be required to exchange any Unregistered Security for
a Registered Security if such exchange would result in United States Federal
income tax consequences adverse to the Issuer (such as, for example, the
inability of the Issuer to deduct from its income, as computed for United
States Federal income tax purposes, the interest payable on the Unregistered
Securities) under then applicable United States Federal income tax laws.


 


The
Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or
under applicable law with respect to any transfer of any interest in any
Security (including any transfers between or among Depositary participants or
beneficial owners of interests in any Registered Global Security) other than to
require delivery of such certificates and other documentation or evidence as
are expressly required by, and to do so if and when expressly required by the
terms of, this Indenture, and to examine the same to determine substantial
compliance as to form with the express requirements hereof.


 


SECTION 2.9                     MUTILATED, DEFACED,
DESTROYED, LOST AND STOLEN SECURITIES.  In case any temporary or definitive Security,
any Coupon appertaining to any Security or Guarantee appertaining to any
Security shall be mutilated, defaced, destroyed, lost or stolen, the Issuer in
its discretion may execute and, upon the written request of any officer of the
Issuer, the Trustee shall authenticate and deliver, a new Security of the same
series, maturity date, interest rate and original issue date, bearing a number
or other distinguishing symbol not contemporaneously outstanding, in exchange
and substitution for the mutilated or defaced Security, or in lieu of and in
substitution for the Security so destroyed, lost or stolen with Coupons and
Guarantees corresponding to the Coupons and Guarantees appertaining to the
Securities so mutilated, defaced, destroyed, lost or stolen, or in exchange or
substitution for the Security to which such mutilated, defaced, destroyed, lost
or stolen Coupon


 


18





















 


or Guarantee appertained,
with Coupons or Guarantees appertaining thereto corresponding to the Coupons or
Guarantees so mutilated, defaced, destroyed, lost or stolen.  In every case, the applicant for a substitute
Security, Guarantee or Coupon shall furnish to the Issuer and to the Trustee
and any agent of the Issuer or the Trustee such security or indemnity as may be
required by them to indemnify and defend and to save each of them harmless and,
in every case of destruction, loss or theft, evidence to their satisfaction of
the destruction, loss or theft of such Security, Guarantee or Coupon and of the
ownership thereof, and in the case of mutilation or defacement shall surrender
the Security and related Guarantees and Coupons to the Trustee or such agent.


 


Upon
the issuance of any substitute Security, Guarantee or Coupon, the Issuer or the
registrar 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) or its agent
connected therewith.  In case any
Security or Coupon which has matured or is about to mature or has been called
for redemption in full shall become mutilated or defaced or be destroyed, lost
or stolen, the Issuer may, instead of issuing a substitute Security, pay or
authorize the payment of the same or the relevant Coupon (without surrender
thereof except in the case of a mutilated or defaced Security or Coupon), if
the applicant for such payment shall furnish to the Issuer and to the Trustee
and any agent of the Issuer or the Trustee such security or indemnity as any of
them may require to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Issuer and
the Trustee and any agent of the Issuer or the Trustee evidence to their
satisfaction of the destruction, loss or theft of such Security or Coupons and
of the ownership thereof.


 


Every
substitute Security or Coupon of any series issued pursuant to the provisions
of this Section by virtue of the fact that any such Security or Coupon is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Issuer, whether or not the destroyed, lost or stolen Security or Coupon
shall be at any time enforceable by anyone and shall be entitled to all the
benefits of (but shall be subject to all the limitations of rights set forth
in) this Indenture equally and proportionately with any and all other
Securities or Coupons of such series duly authenticated and delivered hereunder.  All Securities, Guarantees and Coupons shall
be held and owned upon the express condition that, to the extent permitted by
law, the foregoing provisions are exclusive with respect to the replacement or
payment of mutilated, defaced or destroyed, lost or stolen Securities,
Guarantees and Coupons and shall preclude any and all other rights or remedies
notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement or payment of negotiable instruments or
other securities without their surrender.


 


SECTION 2.10              CANCELLATION OF SECURITIES;
DESTRUCTION THEREOF.  All Securities and Coupons surrendered for
payment, redemption, registration of transfer or exchange, or for credit
against any payment in respect of a sinking or analogous fund, if any, if
surrendered to the Issuer or any agent of the Issuer or the Trustee or any
agent of the Trustee, shall be delivered to the Trustee or its agent for
cancellation or, if surrendered to the Trustee, shall be cancelled by it; and
no Securities or Coupons shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Indenture.  The Trustee or its agent shall dispose of
cancelled Securities and Coupons held by it and deliver a certificate of
disposition to the Issuer.  If the Issuer
or its agent shall acquire any of the Securities or Coupons, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented


 


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by such Securities or
Coupons unless and until the same are delivered to the Trustee or its agent for
cancellation.


 


SECTION 2.11              TEMPORARY SECURITIES.  Pending the preparation of definitive Securities for any series, the
Issuer may execute and the Trustee shall authenticate and deliver temporary
Securities for such series (printed, lithographed, typewritten or otherwise
reproduced, in each case in form satisfactory to the Trustee).  Temporary Securities of any series shall be
issuable as Registered Securities without coupons, or as Unregistered
Securities with or without coupons attached thereto, of any authorized
denomination, and substantially in the form of the definitive Securities of
such series but with such omissions, insertions and variations as may be
appropriate for temporary Securities, all as may be determined by the Issuer
with the concurrence of the Trustee as evidenced by the execution and
authentication thereof.  Temporary
Securities may contain such references to any provisions of this Indenture as
may be appropriate.  Every temporary
Security shall be executed by the Issuer and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with like
effect, as the definitive Securities. 
Without unreasonable delay the Issuer shall execute and shall furnish
definitive Securities of such series and thereupon temporary Registered
Securities of such series may be surrendered in exchange therefor without
charge at each office or agency to be maintained by the Issuer for that purpose
pursuant to Section 3.2 and, in the case of Unregistered Securities, at
any agency maintained by the Issuer for such purpose as specified pursuant to Section 2.3,
and the Trustee shall authenticate and deliver in exchange for such temporary
Securities of such series an equal aggregate principal amount of definitive
Securities of the same series having authorized denominations and, in the case
of Unregistered Securities, having attached thereto any appropriate Coupons.  Until so exchanged, the temporary Securities
of any series shall be entitled to the same benefits under this Indenture as
definitive Securities of such series, unless otherwise established pursuant to Section 2.3.  The provisions of this Section are
subject to any restrictions or limitations on the issue and delivery of
temporary Unregistered Securities of any series that may be established
pursuant to Section 2.3 (including any provision that Unregistered
Securities of such series initially be issued in the form of a single global
Unregistered Security to be delivered to a depositary or agency located outside
the United States and the procedures pursuant to which definitive or global
Unregistered Securities of such series would be issued in exchange for such
temporary global Unregistered Security).


 


ARTICLE III



COVENANTS OF THE ISSUER


 


SECTION 3.1                     PAYMENT OF PRINCIPAL AND
INTEREST.  The Issuer covenants and agrees for the
benefit of each series of Securities that it will duly and punctually pay or
cause to be paid the principal of, and interest on, if any, each of the
Securities of such series (together with any additional amounts payable
pursuant to the terms of such Securities) at the place or places, at the
respective time or times and in the manner provided in such Securities and in
the Coupons, if any, appertaining thereto and in this Indenture.  The interest on Securities with Coupons
attached (together with any additional amounts payable pursuant to the terms of
such Securities) shall be payable only upon presentation and surrender of the
several Coupons for such interest installments as are evidenced thereby as they
severally mature.  If any temporary
Unregistered Security provides that interest thereon may be paid while such Security
is in temporary form, the interest on any such temporary Unregistered Security
(together with


 


20





















 


any additional amounts
payable pursuant to the terms of such Security) shall be paid, as to the
installments of interest evidenced by Coupons attached thereto, if any, only
upon presentation and surrender thereof, and, as to the other installments of
interest, if any, only upon presentation of such Securities for notation
thereon of the payment of such interest, in each case subject to any
restrictions that may be established pursuant to Section 2.3.  The interest, if any, on Registered
Securities (together with any additional amounts payable pursuant to the terms
of such Securities) shall be payable only to or upon the written order of the
Holders thereof and, at the option of the Issuer, may be paid by wire transfer
or by mailing checks for such interest payable to or upon the written order of
such Holders at their last addresses as they appear on the Securities register
of the Issuer.


 


SECTION 3.2                     OFFICES FOR PAYMENTS, ETC.  So
long as any Registered Securities are authorized for issuance pursuant to this
Indenture or are outstanding hereunder, the Issuer will maintain in the Borough
of Manhattan, The City of New York, an office or agency where the Registered
Securities of each series may be presented for payment, where the Securities of
each series may be presented for exchange as is provided in this Indenture and,
if applicable, pursuant to Section 2.3 and where the Registered Securities
of each series may be presented for registration of transfer as in this
Indenture provided.


 


The
Issuer will maintain one or more offices or agencies in a city or cities
located outside the United States (including any city in which such an agency
is required to be maintained under the rules of any stock exchange on
which the Securities of such series are listed) where the Unregistered
Securities, if any, of each series and Coupons, if any, appertaining thereto
may be presented for payment.  No payment
on any Unregistered Security or Coupon will be made upon presentation of such
Unregistered Security or Coupon at an agency of the Issuer within the United
States, nor will any payment be made by transfer to an account in, or by mail
to an address in, the United States unless pursuant to applicable United States
laws and regulations then in effect such payment can be made without tax
consequences adverse to the Issuer. 
Notwithstanding the foregoing, payments in Dollars of Unregistered
Securities of any series and Coupons appertaining thereto which are payable in
Dollars may be made at an agency of the Issuer maintained in the Borough of
Manhattan, The City of New York if such payment in Dollars at each agency
maintained by the Issuer outside the United States for payment on such
Unregistered Securities is illegal or effectively precluded by exchange
controls or other similar restrictions.


 


The
Issuer will maintain in the Borough of Manhattan, The City of New York, an
office or agency where notices and demands to or upon the Issuer in respect of
the Securities of any series, the Coupons appertaining thereto or this
Indenture may be served.


 


The
Issuer will give to the Trustee written notice of the location of each such
office or agency and of any change of location thereof.  In case the Issuer shall fail to maintain any
agency required by this Section to be located in the Borough of Manhattan,
The City of New York, or shall fail to give such notice of the location or for
any change in the location of any of the above agencies, presentations and
demands may be made and notices may be served at the Corporate Trust Office of
the Trustee.


 


The
Issuer may from time to time designate one or more additional offices or
agencies where the Securities of a series and any Coupons appertaining thereto
may be presented


 


21





















 


for payment, where the
Securities of that series may be presented for exchange as provided in this
Indenture and pursuant to Section 2.3 and where the Registered Securities
of that series may be presented for registration of transfer as in this
Indenture provided, and the Issuer may from time to time rescind any such
designation, as the Issuer may deem desirable or expedient; provided, that no such designation or
rescission shall in any manner relieve the Issuer of its obligations to
maintain the agencies provided for in this Section.  The Issuer shall give to the Trustee prompt
written notice of any such designation or rescission thereof.


 


SECTION 3.3                     APPOINTMENT TO FILL A
VACANCY IN OFFICE OF TRUSTEE.  The Issuer, whenever necessary to avoid or
fill a vacancy in the office of Trustee, will appoint, in the manner provided
in Section 6.10, a Trustee, so that there shall at all times be a Trustee
with respect to each series of Securities hereunder.


 


SECTION 3.4                     PAYING AGENTS.  Whenever the Issuer shall appoint a paying agent other than the Trustee
with respect to the Securities of any series, it will cause such paying agent
to execute and deliver to the Trustee an instrument in which such agent shall
agree with the Trustee, subject to the provisions of this Section,


 


(a)                                  that it will hold all sums received by it as
such agent for the payment of the principal of or interest on the Securities of
such series (whether such sums have been paid to it by the Issuer or by any
other obligor on the Securities of such series) in trust for the benefit of the
Holders of the Securities of such series, or Coupons appertaining thereto, if
any, or of the Trustee;


 


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


 


(c)                                  that it will pay any such sums so held in
trust by it to the Trustee upon the Trustee’s written request at any time
during the continuance of the failure referred to in the foregoing clause (b).


 


The
Issuer will, on or prior to each due date of the principal of or interest on
the Securities of such series, deposit with the paying agent a sum sufficient
to pay such principal or interest so becoming due, and (unless such paying
agent is the Trustee) the Issuer will promptly notify the Trustee of any
failure to take such action.


 


If
the Issuer shall act as its own paying agent with respect to the Securities of
any series, it will, on or before each due date of the principal of or interest
on the Securities of such series, set aside, segregate and hold in trust for
the benefit of the Holders of the Securities of such series or the Coupons
appertaining thereto a sum sufficient to pay such principal or interest so
becoming due.  The Issuer will promptly
notify the Trustee of any failure to take such action.


 


Anything
in this Section to the contrary notwithstanding, but subject to Section 10.1,
the Issuer may at any time, for the purpose of obtaining a satisfaction and
discharge with respect to one or more or all series of Securities hereunder, or
for any other reason, pay or cause to be paid to the Trustee all sums held in
trust for any such series by the Issuer or any paying agent hereunder, as
required by this Section, such sums to be held by the Trustee upon the trusts
herein contained.


 


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Anything
in this Section to the contrary notwithstanding, the agreement to hold
sums in trust as provided in this Section is subject to the provisions of
Sections 10.3 and 10.4.


 


SECTION 3.5                     COMPLIANCE CERTIFICATES.  The Issuer will furnish to the Trustee within 90 days following the end
of each fiscal year a brief certificate (which need not comply with Section 11.5)
from the principal executive, financial or accounting officer of the Issuer
stating that in the course of the performance by the signer of his or her
duties as an officer of the Issuer he or she would normally have knowledge of
any default or non-compliance by the Issuer in the performance of any covenants
or conditions contained in this Indenture, stating whether or not he or she has
knowledge of any such default or non-compliance and, if so, describing each
such default or non-compliance of which the signer has knowledge and the nature
thereof.


 


SECTION 3.6                     EXISTENCE.  Subject to Article IX, the Issuer will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence
and the rights (charter and statutory), licenses and franchises of the Issuer
and its Subsidiaries; provided,
that the Issuer shall not be required to preserve any such right, license or
franchise, if, in the judgment of the Issuer, the preservation thereof is no
longer desirable in the conduct of the business of the Issuer and its
Subsidiaries taken as a whole and the loss thereof is not disadvantageous in
any material respect to the Securityholders.


 


SECTION 3.7                     LUXEMBOURG PUBLICATIONS.  In the event of the publication of any notice pursuant to Section 5.11,
6.11, 6.12, 8.2, 10.4, 11.4 or 12.2, the party making such publication in the
Borough of Manhattan, The City of New York and London shall also, to the extent
that notice is required to be given to Holders of Securities of any series by
applicable Luxembourg law or stock exchange regulation, as evidenced by an
Officer’s Certificate delivered to such party, make a similar publication in
Luxembourg.


 


ARTICLE IV



SECURITYHOLDER LISTS AND REPORTS BY THE

ISSUER AND THE TRUSTEE


 


SECTION 4.1                     ISSUER TO FURNISH TRUSTEE
INFORMATION AS TO NAMES AND ADDRESSES OF SECURITYHOLDERS.  If and so long as the Trustee shall not be the Security registrar for
the Securities of any series, the Issuer and any other obligor on the
Securities will furnish or cause to be furnished to the Trustee a list in such
form as the Trustee may reasonably require of the names and addresses of the
Holders of the Registered Securities of such series pursuant to Section 312
of the Trust Indenture Act:


 


(a)                                  semi-annually not more than 5 days after each
record date for the payment of interest on such Registered Securities, as
hereinabove specified, as of such record date and on dates to be determined
pursuant to Section 2.3 for non-interest bearing Registered Securities in
each year; and


 


(b)                                 at such other times as the Trustee may
reasonably request in writing, within thirty days after receipt by the Issuer
of any such request as of a date not more than 15 days prior to the time such
information is furnished.


 


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SECTION 4.2                     REPORTS BY THE ISSUER.  The Issuer covenants to file with the Trustee, within 15 days after the
Guarantor is required to file the same with the Commission, copies of the
annual reports and of the information, documents, and other reports that the
Guarantor may be required to file with the Commission pursuant to Section 13
or Section 15(d) of the Exchange Act or pursuant to Section 314
of the Trust Indenture Act.


 


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


 


SECTION 4.3                     REPORTS BY THE TRUSTEE.


 


(a)                                  On or before the first July 15 which
occurs not less than 60 days after the earliest date of issuance of any Securities
and on or before July 15 in each year thereafter, so long as any
Securities are Outstanding hereunder, the Trustee shall transmit by mail as
provided below to the Securityholders of each series of outstanding Securities,
as hereinafter in this Section provided, a brief report dated as of the
preceding May 15 with respect to:


 


(i)                                     its eligibility under Section 6.10 and
its qualification under Section 6.9, or in lieu thereof, if to the best of
its knowledge it has continued to be eligible and qualified under such
Sections, a written statement to such effect;


 


(ii)                                  the character and amount of any advances (and
if the Trustee elects to so state, the circumstances surrounding the making
thereof) made by the Trustee (as such) which remain unpaid on the date of such
report and for the reimbursement of which it claims or may claim a lien or
charge, prior to that of the Securities of such series, on any property or
funds held or collected by it as Trustee, except that the Trustee shall not be
required (but may elect) to report such advances if such advances so remaining
unpaid aggregate not more than 0.5% of the principal of the Securities of such
series outstanding on the date of such report;


 


(iii)                               the amount, interest rate and maturity date
of all other indebtedness owing by the Issuer (or any other obligor on the
Securities of such series) to the Trustee in its individual capacity on the
date of such report, with a brief description of any property held as
collateral security therefor, except any indebtedness based upon a creditor
relationship;


 


(iv)                              the property and funds, if any, physically in
the possession of the Trustee (as such) in respect of the Securities of such
series on the date of such report;


 


(v)                                 any additional issue of Securities of such
series which the Trustee has not previously reported; and


 


24





















 


(vi)                              any action taken by the Trustee in the
performance of its duties under this Indenture which the Trustee has not
previously reported and which in the Trustee’s opinion materially affects the
Securities of such series, except action in respect of a default, notice of
which has been or is to be withheld by it in accordance with the provisions of Section 5.11.


 


(b)                                 The Trustee shall transmit to the Securityholders
of each series, as provided in subsection (c) of this Section, a
brief report with respect to the character and amount of any advances (and if
the Trustee elects so to state, the circumstances surrounding the making
thereof) made by the Trustee (as such) in respect of the Securities of such
series since the date of the last report transmitted pursuant to the provisions
of subsection (a) of this Section (or if no such report has yet
been so transmitted, since the date of this Indenture) for the reimbursement of
which it claims or may claim a lien or charge prior to that of the Securities
of such series on property or funds held or collected by it as Trustee and
which it has not previously reported pursuant to this subsection (b),
except that the Trustee shall not be required (but may elect) to report such
advances if such advances remaining unpaid at any time aggregate 10% or less of
the principal amount of Securities of such series outstanding at such time,
such report to be transmitted within 90 days after such time.


 


(c)                                  Reports pursuant to this Section shall
be transmitted by mail to all Holders of Securities of such series, as the
names and addresses of such Holders appear upon the Securities register as of a
date not more than 15 days prior to the mailing thereof.


 


(d)                                 A copy of each such report shall, at the time
of such transmission to Securityholders, be furnished to the Issuer and be
filed by the Trustee with each stock exchange upon which the Securities of such
series are listed and also with the Commission. 
The Issuer agrees to notify the Trustee when and as Securities of any
series become listed on any national securities exchange.


 


ARTICLE V



REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

ON EVENT OF DEFAULT


 


SECTION 5.1                     EVENT OF DEFAULT DEFINED,
ACCELERATION OF MATURITY; WAIVER OF DEFAULT. 
“Event of Default”
with respect to Securities of any series, wherever used herein, means any one
of the following events which shall have occurred and be continuing (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):


 


(a)                                  default in the payment of any installment of
interest upon any of the Securities of such series as and when the same shall
become due and payable, and continuance of such default for a period of 30
days; provided, that, a valid extension of an


 


25





















 


interest
payment period by the Issuer in accordance with the terms of such Securities
shall not constitute a failure to pay interest; or


 


(b)                                 default in the payment of all or any part of
the principal on any of the Securities of such series as and when the same
shall become due and payable either at maturity, upon any redemption, by
declaration or otherwise; or


 


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


 


(d)                                 failure on the part of the Issuer duly to
observe or perform any other of the covenants or agreements on the part of the
Issuer in the Securities of such series or contained in this Indenture (other
than a covenant or agreement included in this Indenture solely for the benefit
of a series of Securities other than such series) for a period of 90 days
after the date on which written notice specifying such failure, stating that
such notice is a “Notice of Default” hereunder and demanding that the Issuer
remedy the same, shall have been given by registered or certified mail, return
receipt requested, to the Issuer by the Trustee, or to the Issuer and the
Trustee by the holders of at least 25% in aggregate principal amount of the
Outstanding Securities of the series to which such covenant or agreement
relates; or


 


(e)                                  a court having jurisdiction in the premises
shall enter a decree or order for relief in respect of the Issuer, the General
Partner or the Guarantor in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of the Issuer, the General Partner or the Guarantor for
any substantial part of its or their respective property or ordering the
winding up or liquidation of its or their affairs, and such decree or order
shall remain unstayed and in effect for a period of 60 consecutive days; or


 


(f)                                    the Issuer, the General Partner or the
Guarantor shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or consent to the
entry of an order for relief in an involuntary case under any such law, or
consent to the appointment or taking possession by a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of the Issuer,
the General Partner or the Guarantor or for any substantial part of its or
their property, or make any general assignment for the benefit of creditors; or


 


(g)                                 any other Event of Default provided in the
supplemental indenture, officer’s certified or Board Resolution under which
such series of Securities is issued or in the form of Security for such series.


 


If
an Event of Default described in clause (a), (b) or (c) occurs and is
continuing, then, and in each and every such case, except for any series of
Securities the principal of which shall have already become due and payable,
either the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Securities of each such affected series then Outstanding
hereunder (each such series voting as a separate class) by notice in writing to
the Issuer (and to the Trustee if given by Securityholders), may declare the
entire principal (or, if the


 


26





















 


Securities of such series
are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms of such series) of all Securities of such series,
and the interest accrued thereon, if any, to be due and payable immediately,
and upon any such declaration, the same shall become immediately due and
payable.


 


Except
as otherwise provided in the terms of any series of Senior Securities pursuant
to Section 2.3, if an Event of Default described in clause (d) or (g) above
with respect to all series of the Senior Securities then Outstanding, occurs
and is continuing, then, and in each and every such case, unless the principal
of all of the Senior Securities shall have already become due and payable,
either the Trustee or the Holders of not less than 25% in aggregate principal
amount of all of the Senior Securities then Outstanding hereunder (treated as
one class) by notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if the Senior
Securities of any series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of such series) of all
of the Senior Securities then Outstanding, and the interest accrued thereon, if
any, to be due and payable immediately, and upon such declaration, the same
shall become immediately due and payable. 
If an Event of Default described in clause (e) or (f) above
occurs and is continuing, then the principal amount of all the Senior
Securities then Outstanding, and the interest accrued thereon, if any, shall
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder.


 


Except
as otherwise provided in the terms of any series of Subordinated Securities
pursuant to Section 2.3, if an Event of Default described in clause (d) or
(g) above with respect to all series of Subordinated Securities then Outstanding,
occurs and is continuing, then, and in each and every such case, unless the
principal of all of the Subordinated Securities shall have already become due
and payable, either the Trustee or the Holders of not less than 25% in
aggregate principal amount of all of the Subordinated Securities then
Outstanding hereunder (treated as one class) by notice in writing to the Issuer
(and to the Trustee if given by Securityholders), may declare the entire
principal (or, if the Subordinated Securities of any series are Original Issue
Discount Securities, such portion of the principal amount as may be specified
in the terms of such series) of all of the Subordinated Securities then
Outstanding, and the interest accrued thereon, if any, to be due and payable immediately,
and upon such declaration, the same shall become immediately due and
payable.  If an Event of Default
described in clause (e) or (f) above occurs and is continuing, then
the principal amount of all of the Subordinated Securities then Outstanding,
and the interest accrued thereon, if any, shall become and be immediately due
and payable without any declaration or other act on the part of the Trustee or
any Holder.


 


If
an Event of Default described in clause (d) or (g) occurs and is
continuing, which Event of Default is with respect to less than all series of
Senior Securities then Outstanding, then, and in each and every such case,
except for any series of Senior Securities the principal of which shall have
already become due and payable, either the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Senior Securities of each such
affected series then Outstanding hereunder (each such series voting as a
separate class) by notice in writing to the Issuer (and to the Trustee if given
by Securityholders), may declare the entire principal (or, if the Securities of
such series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of such series) of all
Securities of such


 


27





















 


series, and the interest
accrued thereon, if any, to be due and payable immediately, and upon any such
declaration, the same shall become immediately due and payable.


 


If
an Event of Default described in clause (d) or (g) occurs and is
continuing, which Event of Default is with respect to less than all series of
Subordinated Securities then Outstanding, then, and in each and every such
case, except for any series of Subordinated Securities the principal of which
shall have already become due and payable, either the Trustee or the Holders of
not less than 25% in aggregate principal amount of the Subordinated Securities
of each such affected series then Outstanding hereunder (each such series
voting as a separate class) by notice in writing to the Issuer (and to the
Trustee if given by Securityholders), may declare the entire principal (or, if
the Securities of such series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of such
series) of all Securities of such series, and the interest accrued thereon, if
any, to be due and payable immediately, and upon any such declaration, the same
shall become immediately due and payable.


 


The
foregoing provisions are subject to the condition that if, at any time after
the principal (or, if the Securities are Original Issue Discount Securities,
such portion of the principal as may be specified in the terms thereof) of the
Securities of any series (or of all the Securities, as the case may be) shall
have been so declared due and payable, and before any judgment or decree for
the payment of the moneys due shall have been obtained or entered as
hereinafter provided,


 


(A)                              the Issuer shall pay or shall deposit with
the Trustee a sum sufficient to pay


 


(i)                                     all matured installments of interest upon all
the Securities of such series (or all the Securities, as the case may be); and


 


(ii)                                  the principal of any and all Securities of
such series (or of all the Securities, as the case may be) which shall have
become due otherwise than by acceleration; and


 


(iii)                               interest upon such principal and, to the
extent that payment of such interest is enforceable under applicable law, on
overdue installments of interest, at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) specified
in the Securities of such series (or at the respective rates of interest or
Yields to Maturity of all the Securities, as the case may be) to the date of
such payment or deposit; and


 


(iv)                              all amounts payable to the Trustee pursuant
to Section 6.6; and


 


(B)                                all Events of Default under the Indenture,
other than the non-payment of the principal of Securities which shall have
become due by acceleration, shall have been cured, waived or otherwise remedied
as provided herein,


 


then and in every such case
the Holders of a majority in aggregate principal amount of all the Securities
of such series voting as a separate class (or of all the Securities, as the
case may be, voting as a single class), then Outstanding, by written notice to
the Issuer and to the Trustee, may


 


28





















 


waive all defaults with
respect to such series (or with respect to all the Securities, as the case may
be) and rescind and annul such declaration and its consequences, but no such
waiver or rescission and annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent thereon.


 


For
all purposes under this Indenture, if a portion of the principal of any
Original Issue Discount Securities shall have been accelerated and declared due
and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed,
for all purposes hereunder, to be such portion of the principal thereof as
shall be due and payable as a result of such acceleration, and payment of such
portion of the principal thereof as shall be due and payable as a result of
such acceleration, together with interest, if any, thereon and all other
amounts owing thereunder, shall constitute payment in full of such Original
Issue Discount Securities.


 


SECTION 5.2                     COLLECTION OF INDEBTEDNESS
BY TRUSTEE; TRUSTEE MAY PROVE DEBT. 
The Issuer covenants
that (a) in case default shall be made in the payment of any installment
of interest on any of the Securities of any series when such interest shall
have become due and payable, and such default shall have continued for a period
of 30 days, or (b) in case default shall be made in the payment of all or
any part of the principal of any of the Securities of any series when the same
shall have become due and payable, whether upon maturity of the Securities of
such series or upon any redemption or by declaration or otherwise, then upon
demand of the Trustee, the Issuer will pay to the Trustee for the benefit of
the Holders of the Securities of such series the whole amount that then shall
have become due and payable on all Securities of such series, and such Coupons,
for principal and interest, as the case may be (with interest to the date of
such payment upon the overdue principal and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of
interest at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in the Securities of such
series); and in addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, and such other amount due the
Trustee under Section 6.6 in respect of Securities of such series.


 


Until
such demand is made by the Trustee, the Issuer may pay the principal of and
interest on the Securities of any series to the registered Holders, whether or
not the Securities of such series be overdue.


 


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


 


In
case there shall be pending proceedings relative to the Issuer, the Guarantor
or any other obligor upon the Securities under Title 11 of the United States
Code or any other applicable Federal or state bankruptcy, insolvency or other
similar law, or in case a receiver,


 


29





















 


assignee or trustee in
bankruptcy or reorganization, liquidator, sequestrator or similar official
shall have been appointed for or taken possession of the Issuer, the Guarantor
or their property or such other obligor, or in case of any other comparable
judicial proceedings relative to the Issuer, the Guarantor or other obligor upon
the Securities, or to the creditors or property of the Issuer, the Guarantor or
such other obligor, 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
pursuant to the provisions of this Section, shall be entitled and empowered, by
intervention in such proceedings or otherwise:


 


(a)                                  to file and prove a claim or claims for the
whole amount of principal and interest (or, if the Securities of any series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of such series) owing and unpaid in respect of the
Securities or Guarantees of any series, 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 amounts payable to the Trustee under Section 6.6)
and of the Securityholders allowed in any judicial proceedings relative to the
Issuer, any Guarantor or other obligor upon the Securities, or to the creditors
or property of the Issuer or such other obligor; and


 


(b)                                 unless prohibited by applicable law and
regulations, to vote on behalf of the holders of the Securities or Guarantees
of any series in any election of a receiver, assignee, trustee or a standby
trustee in arrangement, reorganization, liquidation or other bankruptcy or
insolvency proceedings, custodian or other person performing similar functions in
respect of any such proceedings; and


 


(c)                                  to collect and receive any moneys or other
property payable or deliverable on any such claims, and to distribute all
amounts received with respect to the claims of the Securityholders and of the
Trustee on their behalf; and any trustee, receiver, or liquidator, custodian or
other similar official performing similar functions in respect of any such
proceedings is hereby authorized by each of the Securityholders to make
payments to the Trustee, and, in the event that the Trustee shall consent to
the making of payments directly to the Securityholders, to pay to the Trustee
its costs and expenses of collection and all other amounts due to it pursuant
to Section 6.6.


 


Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or vote for or accept or adopt on behalf of any Securityholder any
plan of reorganization, arrangement, adjustment or composition affecting the
Securities or Guarantees of any series or the rights of any Holder thereof, or
to authorize the Trustee to vote in respect of the claim of any Securityholder
in any such proceeding, except as aforesaid in clause (b).


 


All
rights of action and of asserting claims under this Indenture, or under any of
the Securities or Guarantees of any series or Coupons appertaining to such
Securities, may be enforced by the Trustee without the possession of any of the
Securities or Guarantees of such series or Coupons appertaining to such
Securities or the production thereof in any trial or other proceedings relative
thereto, and any such action or proceedings instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment shall be awarded to the Trustee for ratable distribution to the Holders
of the Securities, Guarantees or


 


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Coupons appertaining to such
Securities in respect of which such action was taken, after payment of all sums
due to the Trustee under Section 6.6 in respect of such Securities.


 


In
any proceedings brought by the Trustee (and also any proceedings involving the
interpretation of any provision of this Indenture to which the Trustee shall be
a party) the Trustee shall be held to represent all the Holders of the
Securities, Guarantees or Coupons appertaining to such Securities in respect to
which such action was taken, and it shall not be necessary to make any Holders
of such Securities, Guarantees or Coupons appertaining to such Securities
parties to any such proceedings.


 


SECTION 5.3                     APPLICATION OF PROCEEDS.  Any moneys collected by the Trustee pursuant to this Article in
respect of any series shall be applied in the following order at the date or
dates fixed by the Trustee and, in case of the distribution of such moneys on
account of principal or interest, upon presentation of the several Securities,
Guarantees and Coupons appertaining to such Securities in respect of which
monies have been collected and stamping (or otherwise noting) thereon the
payment, or issuing Securities of such series in reduced principal amounts in
exchange for the presented Securities of like series if only partially paid, or
upon surrender thereof if fully paid:


 


FIRST:  To the payment of costs
and expenses applicable to such series of Securities and Guarantees in respect
of which monies have been collected, including all amounts due to the Trustee
and each predecessor Trustee pursuant to Section 6.6 in respect to such
series of Securities;


 


SECOND:  If the Securities of
such series are Subordinated Securities, to the payment of amounts then due and
unpaid to the holders of Senior Indebtedness with respect to such series, to
the extent required pursuant to the Subordination Provisions established with
respect to the Securities of such series pursuant to Section 2.3(9).


 


THIRD:  In case the principal of
the Securities and Guarantees of such series in respect of which moneys have
been collected shall not have become and be then due and payable, to the
payment of interest on the Securities and Guarantees of such series in default
in the order of the maturity of the installments on such interest, with
interest (to the extent that such interest has been collected by the Trustee
and is permitted by applicable law) upon the overdue installments of interest at
the same rate as the rate of interest or Yield to Maturity (in the case of
Original Issue Discount Securities) specified in such Securities, such payments
to be made ratably to the persons entitled thereto, without discrimination or
preference;


 


FOURTH:  In case the principal of
the Securities and Guarantees of such series in respect of which moneys have
been collected shall have become and shall be then due and payable, to the
payment of the whole amount then owing and unpaid upon all the Securities and Guarantees
of such series for principal and interest, with interest upon the overdue
principal, and (to the extent that such interest has been collected by the
Trustee and is permitted by applicable law) upon the overdue installations of
interest at the same rate as the rate of interest or


 


31





















 


Yield
to Maturity (in the case of Original Issue Discount Securities) specified in
the Securities of such series; and in case such moneys shall be insufficient to
pay in full the whole amount so due and unpaid upon the Securities and
Guarantees of such series, then to the payment of such principal and interest
or Yield to Maturity, without preference or priority of principal over interest
or Yield to Maturity, or of interest or Yield to Maturity over principal, or of
any installment of interest over any other installment of interest or of any
Security and Guarantee of such series over any other Security and Guarantee of
such series, ratably to the aggregate of such principal and accrued and unpaid
interest or Yield to Maturity; and


 


FIFTH:  To the payment of the
remainder, if any, to the Issuer or to such party as a court of competent
jurisdiction shall direct.


 


SECTION 5.4                     SUITS FOR ENFORCEMENT.  In case an Event of Default has occurred, has not been waived and is
continuing, the Trustee may in its discretion proceed to protect and enforce
the rights vested in it by this Indenture by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
of such rights, either at law or in equity or in bankruptcy or otherwise,
whether for the specific enforcement of any covenant or agreement contained in
this Indenture or in aid of the exercise of any power granted in this Indenture
or to enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.


 


SECTION 5.5                     RESTORATION OF RIGHTS ON
ABANDONMENT OF PROCEEDINGS.  In case the Trustee shall have proceeded to
enforce any right under this Indenture and such proceedings shall have been
discontinued or abandoned for any reason, or shall have been determined
adversely to the Trustee, then and in every such case the Issuer, the Guarantor
and the Trustee shall be restored respectively to their former positions and rights
hereunder, and all rights, remedies and powers of the Issuer, the Guarantor,
the Trustee and the Securityholders shall continue as though no such
proceedings had been taken.


 


SECTION 5.6                     LIMITATIONS ON SUITS BY
SECURITYHOLDERS.  No Holder of any Security of any series or of
any Coupon appertaining thereto shall have any right by virtue or by availing
of any provision of this Indenture to institute any action or proceeding at law
or in equity or in bankruptcy or otherwise upon or under or with respect to this
Indenture or such Security, or for the appointment of a trustee, receiver,
liquidator, custodian or other similar official or for any other remedy
hereunder or thereunder, unless (a) such Holder previously shall have
given to a Responsible Officer of the Trustee written notice of an Event of
Default with respect to Securities of such series and of the continuance
thereof, as hereinbefore provided, and (b) the Holders of not less than
25% in aggregate principal amount of the Securities of such affected series
then Outstanding (treated as a single class) shall have made written request
upon the Trustee to institute such action or proceedings in its own name as
Trustee hereunder and shall have offered to the Trustee reasonable security or
indemnity satisfactory to it against the costs, expenses and liabilities to be
incurred therein or thereby, and (c) the Trustee for 60 days after its
receipt of such notice, request and offer of indemnity shall have failed to
institute any such action or proceeding, and (d) no direction inconsistent
with such written request shall have been given to the Trustee pursuant to Section 5.9;
it being understood and intended, and being expressly covenanted by the taker and
Holder of every Security or


 


32





















 


Coupon with every other
taker and Holder and the Trustee, that no one or more Holders of Securities of
any series or Coupons appertaining to such Securities shall have any right in
any manner whatever by virtue or by availing of any provision of this Indenture
or any Security to affect, disturb or prejudice the rights of any other such
taker or Holder of Securities or Coupons appertaining to such Securities, or to
obtain or seek to obtain priority over or preference to any other such taker or
Holder or to enforce any right under this Indenture or any Security, except in
the manner herein provided and for the equal, ratable and common benefit of all
Holders of Securities of the applicable series and Coupons appertaining to such
Securities.  For the protection and
enforcement of the provisions of this Section, each and every Securityholder
and the Trustee shall be entitled to such relief as can be given either at law
or in equity.


 


SECTION 5.7                     UNCONDITIONAL RIGHT OF
SECURITYHOLDERS TO INSTITUTE CERTAIN SUITS. 
Notwithstanding any
other provision in this Indenture and any provision of any Security, the right
of any Holder of any Security or Coupon to receive payment of the principal of
and interest on such Security or Coupon on or after the respective due dates
expressed in such Security or Coupon or the applicable redemption dates
provided for in such Security, or to institute suit for the enforcement of any
such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.


 


SECTION 5.8                     POWERS AND REMEDIES
CUMULATIVE; DELAY OR OMISSION NOT WAIVER OF DEFAULT.  Except as provided in Section 5.6, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders of Securities,
Guarantees or Coupons is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.


 


No
delay or omission of the Trustee or of any Holder of Securities, Guarantees or
Coupons to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power or
shall be construed to be a waiver of any such Event of Default or an
acquiescence therein.  Every power and
remedy given by this Indenture, any Security, Guarantee or law to the Trustee
or to the Holders of Securities, Guarantees or Coupons may be exercised from
time to time, and as often as shall be deemed expedient, by the Trustee or,
subject to Section 5.6, by the Holders of Securities, Guarantees or
Coupons.


 


SECTION 5.9                     CONTROL BY HOLDERS OF
SECURITIES.  The Holders of a majority in aggregate
principal amount of the Securities of each series affected (with each such series
voting as a separate class) at the time Outstanding shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee with respect to the Securities of such series by this Indenture; provided, that such direction shall not be
otherwise than in accordance with law and the provisions of this Indenture; and
provided, further, that (subject to the provisions
of Section 6.1) the Trustee shall have the right to decline to follow any
such direction if (a) the Trustee, being advised by counsel, shall
determine that the action or proceeding so directed may not lawfully be taken;
or (b) if the Trustee by its trust committee of directors or Responsible
Officers of the Trustee shall determine in good faith that the action or


 


33





















 


proceedings so directed
would involve the Trustee in personal liability; or (c) if the Trustee in
good faith shall so determine that the actions or forbearances specified in or
pursuant to such direction would be unduly prejudicial to the interests of
Holders of the Securities of all affected series not joining in the giving of
said direction, it being understood that (subject to Section 6.1) the
Trustee shall have no duty to ascertain whether or not such actions or
forbearances are unduly prejudicial to such Holders.


 


Nothing
in this Indenture shall impair the right of the Trustee in its discretion to
take any action deemed proper by the Trustee and which is not inconsistent with
such direction or directions by Securityholders.


 


SECTION 5.10              WAIVER OF PAST DEFAULTS.  Prior to the declaration of acceleration of the maturity of the
Securities of any series as provided in Section 5.1, the Holders of a
majority in aggregate principal amount of the Securities of such series at the
time Outstanding (voting as a single class) may on behalf of the Holders of all
such Securities waive any past default or Event of Default described in Section 5.1
and its consequences, except a default in respect of a covenant or provision
hereof which cannot be modified or amended without the consent of the Holder of
each Security affected.  In the case of
any such waiver, the Issuer, the Trustee and the Holders of all such Securities
shall be restored to their former positions and rights hereunder, respectively,
and 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 5.11              TRUSTEE TO GIVE NOTICE OF
DEFAULT, BUT MAY WITHHOLD IN CERTAIN CIRCUMSTANCES.  The Trustee shall, within ninety days after the occurrence of a default
with respect to the Securities of any series, give notice of all defaults with
respect to that series known to the Trustee (i) if any Unregistered
Securities of that series are then Outstanding, to the Holders thereof, by
publication at least once in an Authorized Newspaper in the Borough of
Manhattan, The City of New York and at least once in an Authorized Newspaper in
London (and, if required by Section 3.7, at least once in an Authorized
Newspaper in Luxembourg) and (ii) to all Holders of Securities of such
series in the manner and to the extent provided in Section 313(c) of
the Trust Indenture Act, unless in each case such defaults shall have been
cured before the mailing or publication of such notice (the term “default” for
the purpose of this Section being hereby defined to mean any event or
condition which is, or with notice or lapse of time or both would become, an
Event of Default); provided,
that, except in the case of default in the payment of the principal of or
interest on any of the Securities of such series, or in the payment of any
sinking fund installment on such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee, or a trust committee of directors or trustees and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interests of the Securityholders of such series.


 


SECTION 5.12              RIGHT OF COURT TO REQUIRE
FILING OF UNDERTAKING TO PAY COSTS.  All parties to this Indenture agree, and each
Holder of any Security or Coupon by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken, suffered or omitted by it as


 


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Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Securityholder or
group of Securityholders of any series holding in the aggregate more than 10%
in aggregate principal amount of the Securities of such series, or, in the case
of any suit relating to or arising under clause (d) or (g) of Section 5.1
(if the suit relates to Securities of more than one but less than all series),
10% in aggregate principal amount of Securities then Outstanding and affected
thereby, or in the case of any suit relating to or arising under clause (d) or
(g) (if the suit under clause (d) or (g) relates to all the
Securities then Outstanding), or (e) or (f) of Section 5.1, 10%
in aggregate principal amount of all Securities then Outstanding, or to any
suit instituted by any Securityholder for the enforcement of the payment of the
principal of or interest on any Security on or after the due date expressed in
such Security or any date fixed for redemption.


 


ARTICLE VI



CONCERNING THE TRUSTEE


 


SECTION 6.1                     DUTIES AND RESPONSIBILITIES
OF THE TRUSTEE; DURING DEFAULT; PRIOR TO DEFAULT.  Prior to the occurrence of an Event of Default with respect to the
Securities of a particular series and after the curing or waiving of all Events
of Default which may have occurred with respect to such series, the Trustee
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture with respect to such series of Securities.  In case an Event of Default with respect to
the Securities of a series has occurred and has not been cured or waived, the
Trustee shall exercise with respect to such series of Securities such of the
rights and powers vested in it by this Indenture with respect to such series of
Securities, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.


 


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


 


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


 


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


 


(ii)                                  in the absence of bad faith on the part of
the Trustee, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any
statements,


 


35





















 


certificates
or opinions furnished to the Trustee and conforming to the requirements of this
Indenture; but in the case of any such statements, certificates or opinions
which by any provision hereof are specifically required to be furnished to the
Trustee, the Trustee shall be under a duty to examine the same to determine
whether or not they conform to the requirements of this Indenture but need not
confirm or investigate the accuracy of mathematical calculations or other facts
stated therein;


 


(b)                                 the Trustee shall not be liable for any 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 in
ascertaining the pertinent facts; and


 


(c)                                  the Trustee shall not be liable with respect
to any action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders pursuant to Section 5.9 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.


 


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


 


The
provisions of this Section 6.1 are in furtherance of and subject to Section 315
of the Trust Indenture Act.


 


SECTION 6.2                     CERTAIN RIGHTS OF THE
TRUSTEE.  In furtherance of and subject to the Trust
Indenture Act, and subject to Section 6.1:


 


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


 


(b)                                 any request, direction, order or demand of
the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Order
(unless other evidence in respect thereof is specifically prescribed herein or
in the terms established in respect of any series); and any resolution of the
Board of Directors may be evidenced to the Trustee by a copy thereof certified
by the secretary or an assistant secretary of the Guarantor;


 


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


 


(d)                                 the Trustee shall be under no obligation to
exercise any of the trusts or powers vested in it by this Indenture at the
request, order or direction of any of the


 


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Holders
of any series of Securities or any related Guarantees pursuant to the
provisions of this Indenture, unless such Holders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and liabilities
which might be incurred therein or thereby;


 


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


 


(f)                                    prior to the occurrence of an Event of
Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note,
coupon, security, or other paper or document unless (i) requested in
writing so to do by the Holders of not less than a majority in aggregate
principal amount of the Securities of all series affected then Outstanding
(treated as one class) or (ii) otherwise provided in the terms of any
series of Securities pursuant to Section 2.3; provided, that, if the payment within a reasonable time to
the Trustee of the costs, expenses or liabilities likely to be incurred by it
in the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms
of this Indenture, the Trustee may require reasonable security or indemnity
against such expenses or liabilities as a condition to proceeding; the
reasonable expenses of every such investigation shall be paid by the Issuer or,
if paid by the Trustee or any predecessor trustee, shall be repaid by the
Issuer upon demand;


 


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


 


(h)                                 the Trustee shall not be deemed to have
notice of any Default or Event of Default unless a Responsible Officer of the
Trustee has actual knowledge thereof or unless written notice of any event
which is in fact such a default is received by the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Securities and this
Indenture;


 


(i)                                     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


 


(j)                                     the Trustee may request that the Issuer
deliver a certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Indenture.


 


SECTION 6.3                     TRUSTEE NOT RESPONSIBLE FOR
RECITALS, DISPOSITION OF SECURITIES OR APPLICATION OF PROCEEDS THEREOF.  The recitals contained herein and in the Securities and Guarantees,
except the Trustee’s certificates of


 


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authentication, shall be
taken as the statements of the Issuer or the Guarantor, and the Trustee assumes
no responsibility for the correctness of the same.  The Trustee makes no representation as to the
validity or sufficiency of this Indenture or of the Securities, Guarantees  or Coupons. 
The Trustee shall not be accountable for the use or application by the
Issuer of any of the Securities or of the proceeds thereof.


 


SECTION 6.4                     TRUSTEE AND AGENTS MAY HOLD
SECURITIES, GUARANTEES OR COUPONS; COLLECTIONS, ETC.  The Trustee or any agent of the Issuer or of the Trustee, in its
individual or any other capacity, may become the owner or pledgee of
Securities, Guarantees or Coupons with the same rights it would have if it were
not the Trustee or such agent and may otherwise deal with the Issuer or the
Guarantor and receive, collect, hold and retain collections from the Issuer or
the Guarantor with the same rights it would have if it were not the Trustee or
such agent.


 


SECTION 6.5                     MONEYS HELD BY TRUSTEE.  Subject to the provisions of Section 10.4 hereof, all moneys
received by the Trustee shall, until used or applied as herein provided, be
held in trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by mandatory
provisions of law.  Neither the Trustee
nor any agent of the Issuer or the Trustee shall be under any liability for
interest on any moneys received by it hereunder.


 


SECTION 6.6                     COMPENSATION AND
INDEMNIFICATION OF TRUSTEE AND ITS PRIOR CLAIM.  The Issuer covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to, such compensation as the Issuer and
the Trustee shall agree in writing (which shall not be limited by any provision
of law in regard to the compensation of a trustee of an express trust), and the
Issuer covenants and agrees to pay or reimburse the Trustee and each
predecessor trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by or on behalf of it in accordance with any of
the provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all agents and other persons
not regularly in its employ) except any such expense, disbursement or advance
as may arise from its negligence or bad faith. 
The Issuer also covenants to indemnify each of the Trustee or any
predecessor Trustee and their agents for, and to hold them harmless against,
any and all loss, damage, claims, liability or expense, including taxes (other
than taxes based upon, measured by or determined by the income of the Trustee),
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses of defending itself
against any claim (whether asserted by the Issuer, or any Holder or any other
Person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder, or in connection with enforcing the provisions
of this Section, except to the extent that such loss, damage, claim, liability
or expense is due to its own negligence or bad faith.  When the Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 5.1(e) or
Section 5.1(f), the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services are intended to
constitute expenses of administration under any applicable bankruptcy,
insolvency or other similar law.  The
obligations of the Issuer under this Section to compensate and indemnify
the Trustee and each predecessor trustee and to pay or reimburse the Trustee
and each predecessor trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture.  Such
additional indebtedness shall be a senior claim to that of the


 


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Securities upon all property
and funds held or collected by the Trustee as such, except funds held in trust
for the benefit of the Holders of particular Securities or Coupons, and the
Securities are hereby subordinated to such senior claim.


 


SECTION 6.7                     RIGHT OF TRUSTEE TO RELY ON
OFFICER’S CERTIFICATE, ETC.  Subject to Sections 6.1 and 6.2, whenever in
the administration of the trusts of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking
or suffering or omitting any action hereunder, such matter (unless other evidence
in respect thereof be herein specifically prescribed) may, in the absence of
negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officer’s Certificate delivered to
the Trustee, and such certificate, in the absence of negligence or bad faith on
the part of the Trustee, shall be full warrant to the Trustee for any action
taken, suffered or omitted by it under the provisions of this Indenture upon
the faith thereof.


 


SECTION 6.8                     INDENTURES NOT CREATING
POTENTIAL CONFLICTING INTERESTS FOR THE TRUSTEE.  The following indenture is hereby specifically described for the
purposes of Section 310(b)(1) of the Trust Indenture Act:  this Indenture with respect to series of
Securities that are of an equal priority.


 


SECTION 6.9                     QUALIFICATION OF TRUSTEE:
CONFLICTING INTERESTS.  The Trustee shall comply with Section 310(b) of
the Trust Indenture Act.


 


SECTION 6.10              PERSONS ELIGIBLE FOR
APPOINTMENT AS TRUSTEE.  The Trustee for each series of Securities
hereunder shall at all times be a corporation or banking association organized
and doing business under the laws of the United States of America, any State
thereof or the District of Columbia, having a combined capital and surplus of
at least $50,000,000, and which is authorized under such laws to exercise
corporate trust powers and is subject to supervision or examination by Federal,
state or District of Columbia authority. 
If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.  In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the manner and with the effect
specified in Section 6.11.


 


The
provisions of this Section 6.10 are in furtherance of and subject to Section 310(a) of
the Trust Indenture Act.


 


SECTION 6.11              RESIGNATION AND REMOVAL;
APPOINTMENT OF SUCCESSOR TRUSTEE.  (a) The Trustee, or any trustee or
trustees hereafter appointed, may at any time resign with respect to one or
more or all series of Securities by giving written notice of resignation to the
Issuer and (i) if any Unregistered Securities of a series affected are
then Outstanding, by giving notice of such resignation to the Holders thereof, by
publication at least once in an Authorized Newspaper in the Borough of
Manhattan, The City of New York, and at least once in an Authorized Newspaper
in London (and, if required by Section 3.7, at least once in an Authorized
Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series


 


39





















 


affected are then
Outstanding, by mailing notice of such resignation to the Holders thereof who
have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of
the Trust Indenture Act at such addresses as were so furnished to the Trustee
and (iii) by mailing notice of such resignation to the Holders of then
Outstanding Registered Securities of each series affected at their addresses as
they shall appear on the registry books. 
Upon receiving such notice of resignation, the Issuer shall promptly
appoint a successor trustee or trustees with respect to the applicable series
by written instrument in duplicate, executed by authority of the Board of
Directors, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee or trustees.  If no successor trustee shall have been so
appointed with respect to any series and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning trustee (at
no expense to itself) may petition any court of competent jurisdiction for the
appointment of a successor trustee, or any Securityholder who has been a bona
fide Holder of a Security or Securities of the applicable series for at least
six months may, subject to the provisions of Section 5.12, on behalf of
himself and all others similarly situated, petition any such court for the
appointment of a successor trustee.  Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.


 


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


 


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


 


(ii)                                  the Trustee shall cease to be eligible in
accordance with the provisions of Section 6.10 and Section 310(a) of
the Trust Indenture Act and shall fail to resign after written request therefor
by the Issuer or by any Securityholder; or


 


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


 


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


 


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(c)                                  The Holders of a majority in aggregate
principal amount of the Securities of each series at the time outstanding may
at any time remove the Trustee with respect to Securities of such series and
appoint a successor trustee with respect to the Securities of such series by
delivering to the Trustee so removed, to the successor trustee so appointed and
to the Issuer the evidence provided for in Section 7.1 of the action in
that regard taken by the Securityholders.


 


(d)                                 Any resignation or removal of the Trustee
with respect to any series and any appointment of a successor trustee with
respect to such series pursuant to any of the provisions of this Section 6.11
shall become effective upon acceptance of appointment by the successor trustee
as provided in Section 6.12.


 


SECTION 6.12              ACCEPTANCE OF APPOINTMENT BY
SUCCESSOR TRUSTEE.  Any successor trustee appointed as provided
in Section 6.11 shall execute and deliver to the Issuer and to its
predecessor trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee with respect to
all or any applicable series shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become vested with all
rights, powers, duties and obligations with respect to such series of its
predecessor hereunder, with like effect as if originally named as trustee for
such series hereunder; but, nevertheless, on the written request of the Issuer
or of the successor trustee, upon payment of its charges then unpaid, the
trustee ceasing to act shall, subject to Section 10.4, pay over to the
successor trustee all moneys at the time held by it hereunder and shall execute
and deliver an instrument transferring to such successor trustee all such
rights, powers, duties and obligations. 
Upon request of any such successor trustee, the Issuer shall execute any
and all instruments in writing for more fully and certainly vesting in and confirming
to such successor trustee all such rights and powers.  Any trustee ceasing to act shall,
nevertheless, retain a prior claim upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 6.6.


 


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


 


No
successor trustee with respect to any series of Securities shall accept
appointment as provided in this Section 6.12 unless at the time of such
acceptance such successor trustee shall be qualified under Section 310(b) of
the Trust Indenture Act and eligible under the provisions of Section 6.10.


 


Upon
acceptance of appointment by any successor trustee as provided in this Section 6.12,
the Issuer shall give notice thereof (a) if any Unregistered Securities of
a series


 


41





















 


affected are then Outstanding,
to the Holders thereof, by publication of such notice at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York and at
least once in an Authorized Newspaper in London (and, if required by Section 3.7,
at least once in an Authorized Newspaper in Luxembourg), (b) if any
Unregistered Securities of a series affected are then Outstanding, to the
Holders thereof who have filed their names and addresses with the Trustee
pursuant to Section 313(c)(2) of the Trust Indenture Act, by mailing
such notice to such Holders at such addresses as were so furnished to the
Trustee (and the Trustee shall make such information available to the Issuer
for such purpose) and (c) to the Holders of Registered Securities of each
series affected, by mailing such notice to such Holders at their addresses as
they shall appear on the registry books. 
If the acceptance of appointment is substantially contemporaneous with
the resignation, then the notice called for by the preceding sentence may be
combined with the notice called for by Section 6.11.  If the Issuer fails to give such notice
within ten days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be given at the expense of the
Issuer.


 


SECTION 6.13              MERGER, CONVERSION,
CONSOLIDATION OR SUCCESSION TO BUSINESS OF TRUSTEE.  Any corporation or banking association into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation or
banking association resulting from any merger, conversion or consolidation to
which the Trustee shall be a party, or any corporation or banking association
succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided,
that such corporation or banking association shall be qualified under Section 310(b) of
the Trust Indenture Act and eligible under the provisions of Section 6.10,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.


 


In
case at the time such successor to the Trustee shall succeed to the trusts
created by this Indenture any of the Securities of any series shall have been
authenticated but not delivered, any such successor to the Trustee may adopt
the certificate of authentication of any predecessor trustee and deliver such
Securities so authenticated; and, in case at that time any of the Securities of
any series shall not have been authenticated, any such successor to the Trustee
may authenticate such Securities either in the name of any predecessor
hereunder or in the name of the successor Trustee; and in all such cases such
certificate of authentication shall have the full force which under this
Indenture or the Securities of such series it is provided that the certificate
of authentication of the Trustee shall have; provided,
that the right to adopt the certificate of authentication of any predecessor
trustee or to authenticate Securities of any series in the name of any
predecessor trustee shall apply only to its successor or successors by merger,
conversion or consolidation.


 


SECTION 6.14              PREFERENTIAL COLLECTION OF
CLAIMS AGAINST THE ISSUER.  The Trustee shall comply with Section 311(a) of
the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of
the Trust Indenture Act.  A Trustee who
has resigned or been removed shall be subject to Section 311(a) of
the Trust Indenture Act to the extent indicated.


 


SECTION 6.15              APPOINTMENT OF AUTHENTICATING
AGENT.  As long as any Securities of a series remain
Outstanding, the Trustee may, by an instrument in writing, appoint with the
approval of the Issuer an authenticating agent (the “Authenticating


 


42





















 


Agent”) which shall be
authorized to act on behalf of the Trustee to authenticate Securities,
including Securities issued upon exchange, registration of transfer, partial
redemption or pursuant to Section 2.9. 
Securities of each such series authenticated by such Authenticating
Agent shall be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by the Trustee.  Whenever reference is made in this Indenture
to the authentication and delivery of Securities of any series by the Trustee
or to 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 for such series and a Certificate of Authentication
executed on behalf of the Trustee by such Authenticating Agent.  Such Authenticating Agent shall at all times
be a corporation organized and doing business under the laws of the United
States of America or of any State, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$45,000,000 (determined as provided in Section 6.10 with respect to the
Trustee) and subject to supervision or examination by Federal or state
authority.


 


Any
corporation into which any 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 any Authenticating Agent shall be
a party, or any corporation succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent with
respect to all series of Securities for which it served as Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Trustee or such Authenticating Agent. 
Any Authenticating Agent may at any time, and if it shall cease to be
eligible shall, resign by giving written notice of resignation to the Trustee and
to the Issuer.


 


Upon
receiving such a notice of resignation or upon such a termination, or in case
at any time any Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section 6.15 with respect to one or more
series of Securities, the Trustee shall upon receipt of an Issuer Order appoint
a successor Authenticating Agent, and the Issuer shall provide notice of such
appointment to all Holders of Securities of such series in the manner and to
the extent provided in Section 11.4. 
Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent. 
The Issuer agrees to pay to the Authenticating Agent for such series
from time to time reasonable compensation. 
The Authenticating Agent for the Securities of any series shall have no
responsibility or liability for any action taken by it as such at the direction
of the Trustee.


 


Sections
6.2, 6.3, 6.4, 6.6 and 7.3 shall be applicable to any Authenticating Agent.


 


ARTICLE VII



CONCERNING THE SECURITYHOLDERS


 


SECTION 7.1                     EVIDENCE OF ACTION TAKEN BY
SECURITYHOLDERS.  Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by a specified percentage in principal amount of the
Securityholders of any or all series may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such specified
percentage of


 


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Securityholders in person or
by agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee.  Proof of
execution of any instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Sections 6.1 and
6.2) conclusive in favor of the Trustee and the Issuer, if made in the manner
provided in this Article.


 


SECTION 7.2                     PROOF OF EXECUTION OF
INSTRUMENTS AND OF HOLDING OF SECURITIES. 
Subject to Sections
6.1 and 6.2, the execution of any instrument by a Securityholder or his agent
or proxy may be proved in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee.  The holding
of Registered Securities shall be proved by the Security register or by a
certificate of the registrar thereof.


 


SECTION 7.3                     HOLDERS TO BE TREATED AS
OWNERS.  The Issuer, the Guarantor, the Trustee and
any agent of the Issuer, the Guarantor or the Trustee may deem and treat the
person in whose name any Security shall be registered upon the Security register
for such series as the absolute owner of such Security (whether or not such
Security shall be overdue and notwithstanding any notation of ownership or
other writing thereon) for the purpose of receiving payment of or on account of
the principal of and, subject to the provisions of this Indenture, interest on
such Security and for all other purposes; and neither the Issuer, the
Guarantor, the Trustee nor any agent of the Issuer, the Guarantor or the
Trustee shall be affected by any notice to the contrary.  The Issuer, the Guarantor, the Trustee and
any agent of the Issuer, the Guarantor or the Trustee may treat the Holder of
any Unregistered Security and the Holder of any Coupon as the absolute owner of
such Unregistered Security or Coupon (whether or not such Unregistered Security
or Coupon shall be overdue) for the purpose of receiving payment thereof or on
account thereof and for all other purposes, and neither the Issuer, the
Guarantor, the Trustee, nor any agent of the Issuer, the Guarantor, or the
Trustee shall be affected by any notice to the contrary.  All such payments so made to any such person,
or upon his order, shall be valid, and, to the extent of the sum or sums so
paid, effectual to satisfy and discharge the liability for moneys payable upon
any such Unregistered Security or Coupon.


 


SECTION 7.4                     SECURITIES OWNED BY ISSUER
DEEMED NOT OUTSTANDING.  In determining whether the Holders of the
requisite aggregate principal amount of Outstanding Securities of any or all
series have concurred in any request, demand, authorization, direction, notice,
consent, waiver or other action by Securityholders under this Indenture,
Securities which are owned by the Issuer or any other obligor on the Securities
with respect to which such determination is being made or by any person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer or any other obligor on the Securities with
respect to which such determination is being made shall be disregarded and deemed
not to be Outstanding for the purpose of any such determination, except that
for the purpose of determining whether the Trustee shall be protected in
relying on any such action only Securities which the Trustee knows are so owned
shall be so disregarded.  Securities so
owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee’s right
so to act with respect to such Securities and that the pledgee is not the
Issuer or any other obligor upon the Securities or any person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Issuer or any other obligor on the Securities.  In case of a dispute as to such


 


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right, the advice of counsel
shall be full protection in respect of any decision made by the Trustee in
accordance with such advice.  Upon
request of the Trustee, the Issuer shall furnish to the Trustee promptly an Officer’s
Certificate listing and identifying all Securities, if any, known by the Issuer
to be owned or held by or for the account of any of the above-described
persons; and, subject to Sections 6.1 and 6.2, the Trustee shall be entitled to
accept such Officer’s Certificate as conclusive evidence of the facts therein
set forth and of the fact that all Securities not listed therein are
Outstanding for the purpose of any such determination.


 


SECTION 7.5                     RIGHT OF REVOCATION OF
ACTION TAKEN.  At any time prior to (but not after) the
evidencing to the Trustee, as provided in Section 7.1, of the taking of
any action by the Holders of the percentage in aggregate principal amount of
the Securities of any or all series, as the case may be, specified in this
Indenture in connection with such action, any Holder of a Security the serial
number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and upon proof of
holding as provided in this Article, revoke such action so far as concerns such
Security.  Except as aforesaid, any such
action taken by the Holder of any Security shall be conclusive and binding upon
such Holder and upon all future Holders and owners of such Security and of any
Securities issued in exchange or substitution therefor or on registration of
transfer thereof, irrespective of whether or not any notation in regard thereto
is made upon any such Security.  Any
action taken by the Holders of the percentage in aggregate principal amount of
the Securities of any or all series, as the case may be, specified in this
Indenture in connection with such action shall be conclusively binding upon the
Issuer, the Trustee and the Holders of all the Securities affected by such
action.


 


ARTICLE VIII



SUPPLEMENTAL INDENTURES


 


SECTION 8.1                     SUPPLEMENTAL INDENTURES
WITHOUT CONSENT OF SECURITYHOLDERS.  The Issuer, when authorized by or pursuant to
a Board Resolution  (which resolution may
provide general terms or parameters for such action and may provide that the
specific terms of such action may be determined in accordance with or pursuant
to an Issuer Order), the Guarantor and the Trustee may from time to time and at
any time enter into an indenture or indentures supplemental hereto for one or
more of the following purposes:


 


(a)                                  to convey, transfer, assign, mortgage or
pledge to the Trustee as security for the Securities of one or more series any
property or assets;


 


(b)                                 to evidence the succession of another Person
to the Issuer or the Guarantor, or successive successions, and the assumption
by the successor corporation of the covenants, agreements and obligations of
the Issuer pursuant to Article IX;


 


(c)                                  to add to the covenants of the Issuer or the
Guarantor such further covenants, restrictions, conditions or provisions as the
Issuer, the Guarantor and the Trustee shall consider to be for the protection
of the Holders of Securities or Coupons, and to make the occurrence, or the
occurrence and continuance, of a default in any such additional covenants,
restrictions, conditions or provisions an Event of Default permitting


 


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the
enforcement of all or any of the several remedies provided in this Indenture as
herein set forth; provided, that
in respect of any such additional covenant, restriction, condition or provision
such supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such an Event
of Default or may limit the remedies available to the Trustee upon such an
Event of Default or may limit the right of the Holders of a majority in
aggregate principal amount of the Securities of such series to waive such an
Event of Default;


 


(d)                                 to cure any ambiguity or to correct or
supplement any provision contained herein or in any supplemental indenture
which may be defective or inconsistent with any other provision contained
herein or in any supplemental indenture, or to make any other provisions as the
Issuer may deem necessary or desirable, provided,
that no such action shall adversely affect the interests of the Holders of the
Securities, Guarantees or Coupons;


 


(e)                                  to establish the forms or terms of Securities
of any series or of the Coupons or Guarantees appertaining to such Securities
as permitted by Sections 2.1 and 2.3;


 


(f)                                    to evidence and provide for the acceptance of
appointment hereunder by a successor trustee with respect to the Securities of
one or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one trustee, pursuant to the requirements
of Section 6.12; and


 


(g)                                 to change or eliminate any of the provisions
of this Indenture, or to add any new provision to this Indenture, in respect of
one or more series of Securities; provided, however, that any such change,
elimination or addition shall not apply to any Security Outstanding on the date
of such indenture supplemental hereto.


 


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


 


Any
supplemental indenture authorized by the provisions of this Section may be
executed without the consent of the Holders of any of the Securities at the
time outstanding, notwithstanding any of the provisions of Section 8.2.


 


SECTION 8.2                     SUPPLEMENTAL INDENTURES WITH
CONSENT OF SECURITYHOLDERS.


 


(A)                              Except as set forth in paragraph (C) below,
with the consent (evidenced as provided in Article VII) of the Holders of
not less than a majority in aggregate principal amount of the Securities at the
time Outstanding of all series of Senior Securities affected by such
supplemental indenture (voting as one class), the Issuer, when authorized by or


 


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pursuant
to a Board Resolution (which resolution may provide general terms or parameters
for such action and may provide that the specific terms of such action may be
determined in accordance with or pursuant to an Issuer Order), and the Trustee
may, from time to time and at any time, enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act as in force and effect at the date of execution thereof) for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Securities of each
such series or of the Guarantees and the Coupons appertaining to such
Securities.


 


(B)                                Except as set forth in paragraph (C) below,
with the consent (evidenced as provided in Article VII) of the Holders of
not less than a majority in aggregate principal amount of the Securities at the
time Outstanding of all series of Subordinated Securities affected by such
supplemental indenture (voting as one class), the Issuer, when authorized by or
pursuant to a Board Resolution (which resolution may provide general terms or
parameters for such action and may provide that the specific terms of such
action may be determined in accordance with or pursuant to an Issuer Order),
and the Trustee may, from time to time and at any time, enter into an indenture
or indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as in force and effect at the date of execution thereof)
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders of the
Securities of each such series or of the Guarantees and the Coupons
appertaining to such Securities.


 


(C)                                No such supplemental indenture shall (i) extend
the final maturity of any Security, or reduce the principal amount thereof, or
premium thereon, if any, or reduce the rate or extend the time of payment of
interest thereon, or reduce any amount payable on redemption thereof, or make
the principal thereof (including any amount in respect of original issue discount),
or premium thereon, if any, or interest thereon payable in any coin or currency
other than that provided in the Securities and Coupons or in accordance with
the terms thereof, or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of the
maturity thereof pursuant to Section 5.1 or the amount thereof provable in
bankruptcy pursuant to Section 5.2, or in the case of Subordinated
Securities of any series, modify any of the Subordination Provisions or the
definition of “Senior Indebtedness” relating to such series in a manner adverse
to the holders of such Subordinated Securities, or alter the provisions of Section 11.11
or 11.12 or impair or affect the right of any Securityholder to institute suit
for the payment thereof when due or, if the Securities provide therefor, any
right of repayment at the option of the Securityholder, in each case without
the consent of the Holder of each Security so affected, or (ii) reduce the
aforesaid percentage of Securities of any series, the consent of the Holders of
which is required for any such supplemental indenture, without the consent of
the Holders of each Security so affected.


 


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


 


47





















 


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


 


Upon
the request of the Issuer, accompanied by a copy of a resolution of the Board
of Directors (which resolution may provide general terms or parameters for such
action and may provide that the specific terms of such action may be determined
in accordance with or pursuant to an Issuer Order) certified by the secretary
or an assistant secretary of the Guarantor authorizing the execution of any
such supplemental indenture, and upon the filing with the Trustee of evidence
of the consent of the Holders of the Securities as aforesaid and other
documents, if any, required by Section 7.1, the Trustee shall join with
the Issuer in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental
indenture.


 


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


 


Promptly
after the execution by the Issuer and the Trustee of any supplemental indenture
pursuant to the provisions of this Section, the Trustee shall give notice
thereof (i) to the Holders of then Outstanding Registered Securities of
each series affected thereby, by mailing a notice thereof by first-class mail
to such Holders at their addresses as they shall appear on the Security
register, (ii) if any Unregistered Securities of a series affected thereby
are then Outstanding, to the Holders thereof who have filed their names and
addresses with the Trustee pursuant to Section 313(c)(2) of the Trust
Indenture Act, by mailing a notice thereof by first-class mail to such Holders
at such addresses as were so furnished to the Trustee and (iii) if any
Unregistered Securities of a series affected thereby are then Outstanding, to
all Holders thereof, by publication of a notice thereof at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York and at
least once in an Authorized Newspaper in London (and, if required by Section 3.7,
at least once in an Authorized Newspaper in Luxembourg), and in each case such
notice shall set forth in general terms the substance of such supplemental
indenture.  Any failure of the Issuer to
give such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture.


 


SECTION 8.3                     EFFECT OF SUPPLEMENTAL
INDENTURE.  Upon the execution of any supplemental
indenture pursuant to the provisions hereof, this Indenture shall be and be
deemed to be modified and amended in accordance therewith and the respective
rights, limitations of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Issuer and the Holders of Securities of each
series affected thereby shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all
purposes.


 


SECTION 8.4                     DOCUMENTS TO BE GIVEN TO
TRUSTEE.  The Trustee, subject to the provisions of
Sections 6.1 and 6.2, may receive an Officer’s Certificate and an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed
pursuant to this Article 8 complies with the applicable provisions of this
Indenture.


 


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SECTION 8.5                     NOTATION ON SECURITIES IN
RESPECT OF SUPPLEMENTAL INDENTURES.  Securities of any series authenticated and
delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article may bear a notation in form approved by the
Trustee for such series as to any matter provided for by such supplemental
indenture or as to any action taken by Securityholders.  If the Issuer or the Trustee shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Board of Directors, to any modification of this
Indenture contained in any such supplemental indenture may be prepared by the
Issuer, authenticated by the Trustee and delivered in exchange for the
Securities of such series then Outstanding.


 


ARTICLE IX



CONSOLIDATION, MERGER, SALE OR CONVEYANCE


 


SECTION 9.1                     ISSUER MAY CONSOLIDATE,
ETC., ONLY ON CERTAIN TERMS.  The Issuer shall not consolidate with or
merge into any other Person or transfer or lease its properties and assets
substantially as an entirety to any Person, and the Issuer shall not permit any
other Person to consolidate with or merge into the Issuer, unless:


 


(a)                                  either the Issuer shall be the continuing
Person, or the successor Person (if other than the Issuer) formed by such
consolidation or into which the Issuer is merged or to which the properties and
assets of the Issuer substantially as an entirety are transferred or leased
shall be a corporation, partnership, limited liability company or other entity
organized and existing under the laws of the United States of America, any
State thereof or the District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all the obligations of the Issuer under the
Securities and this Indenture; and


 


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


 


SECTION 9.2                     SUCCESSOR SUBSTITUTED.  The successor formed by such consolidation or into which the Issuer is
merged or to which such transfer or lease is made shall succeed to and be
substituted for, and may exercise every right and power of, the Issuer under
this Indenture with the same effect as if such successor had been named as the
Issuer herein, and thereafter (except in the case of a lease to another Person)
the predecessor shall be relieved of all obligations and covenants under the
Indenture and the Securities and, in the event of such conveyance or transfer,
any such predecessor may be dissolved and liquidated.


 


SECTION 9.3                     OPINION OF COUNSEL TO BE
GIVEN TO TRUSTEE.  The Trustee, subject to the provisions of
Sections 6.1 and 6.2, may receive an Opinion of Counsel as conclusive evidence
that any such consolidation, merger, sale or conveyance, and any such
assumption, complies with the provisions of this Article IX.


 


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ARTICLE X



SATISFACTION AND DISCHARGE OF INDENTURE;

UNCLAIMED MONEYS


 


SECTION 10.1              SATISFACTION AND DISCHARGE
OF INDENTURE.


 


(A)                              If at any time (i) the Issuer shall have
paid or caused to be paid the principal of and interest on all the Securities
of any series Outstanding hereunder and all unmatured Coupons appertaining
thereto (other than Securities of such series and Coupons appertaining thereto
which have been destroyed, lost or stolen and which have been replaced or paid
as provided in Section 2.9) as and when the same shall have become due and
payable, or (ii) the Issuer shall have delivered to the Trustee for
cancellation all Securities of any series theretofore authenticated and all
unmatured Coupons appertaining thereto (other than any Securities of such
series and Coupons appertaining thereto which shall have been destroyed, lost
or stolen and which shall have been replaced or paid as provided in Section 2.9)
or (iii) in the case of any series of Securities where the exact amount
(including the currency of payment) of principal of and interest due on which
can be determined at the time of making the deposit referred to in clause (b) below,
(a) all the Securities of such series and all unmatured Coupons
appertaining thereto not theretofore delivered to the Trustee for cancellation
shall have become due and payable, or are by their terms to become due and
payable within one year or are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and (b) the Issuer shall have irrevocably deposited or caused
to be deposited with the Trustee as trust funds in trust the entire amount in (i) cash
(other than moneys repaid by the Trustee or any paying agent to the Issuer in
accordance with Section 10.4), (ii) in the case of any series of
Securities the payments on which may only be made in Dollars, direct
obligations of the United States of America, backed by its full faith and
credit (“U.S. Government Obligations”), maturing as to principal and interest
at such times and in such amounts as will insure the availability of cash
sufficient to pay at such maturity or upon such redemption, as the case may be,
or (iii) a combination thereof, sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay (a) the principal
and interest on all Securities of such series and Coupons appertaining thereto
on each date that such principal or interest is due and payable and (b) any
mandatory sinking fund payments on the dates on which such payments are due and
payable in accordance with the terms of the Indenture and the Securities of
such series; (x) the principal and interest on all Securities of such series
and Coupons appertaining thereto on each date that such principal or interest
is due and payable and (y) any mandatory sinking fund payments on the dates on
which such payments are due and payable in accordance with the terms of the
Indenture and the Securities of such series; and if, in any such case, the
Issuer shall also pay or cause to be paid all other sums payable hereunder by
the Issuer, then this Indenture shall cease to be of further effect (except as
to (i) rights of registration of transfer and exchange of Securities of
such Series and of Coupons appertaining thereto pursuant to Section 2.8
and the Issuer’s right of optional redemption, if any, (ii) substitution
of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights
of holders of Securities and Coupons appertaining thereto to receive payments
of principal thereof and interest thereon, upon the original stated due dates
therefor (but not upon acceleration), and remaining rights of the Holders to
receive mandatory sinking fund payments, if any, (iv) any optional
redemption rights of such series of Securities to the extent to be exercised to
make such call for redemption within one


 


50





















 


year, (v) the rights,
obligations, duties and immunities of the Trustee hereunder, including those
under Section 6.6, (vi) the rights of the Holders of Securities of
such series and Coupons appertaining thereto as beneficiaries hereof with
respect to the property so deposited with the Trustee payable to all or any of
them, and (vii) the obligations of the Issuer under Section 3.2) and
the Trustee, on demand of the Issuer accompanied by an Officer’s Certificate
and an Opinion of Counsel and at the cost and expense of the Issuer, shall
execute proper instruments acknowledging such satisfaction of and discharging
this Indenture; provided, that
the rights of Holders of the Securities and Coupons to receive amounts in
respect of principal of and interest on the Securities and Coupons held by them
shall not be delayed longer than required by then-applicable mandatory rules or
policies of any securities exchange upon which the Securities are listed.  The Issuer agrees to reimburse the Trustee
for any costs or expenses thereafter reasonably and properly incurred and to
compensate the Trustee for any services thereafter reasonably and properly
rendered by the Trustee in connection with this Indenture or the Securities of
such series.


 


(B)                                The following provisions shall apply to the
Securities of each series unless specifically otherwise provided in a Board
Resolution, Officer’s Certificate or indenture supplemental hereto provided
pursuant to Section 2.3.  In
addition to discharge of the Indenture pursuant to the next preceding
paragraph, in the case of any series of Securities the exact amounts (including
the currency of payment) of principal of and interest due on which can be
determined at the time of making the deposit referred to in clause (a) below,
the Issuer shall be deemed to have paid and discharged the entire indebtedness
on all the Securities of such a series and the Coupons appertaining thereto on
the date of the deposit referred to in subparagraph (a) below, and the
provisions of this Indenture with respect to the Securities of such series and
Coupons appertaining thereto shall no longer be in effect (except as to (i) rights
of registration of transfer and exchange of Securities of such series and of
Coupons appertaining thereto pursuant to Section 2.8 and the Issuer’s
right of optional redemption, if any, (ii) substitution of mutilated,
defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of
Holders of Securities and Coupons appertaining thereto to receive payments of
principal thereof and interest thereon, upon the original stated due dates
therefor (but not upon acceleration), and remaining rights of the Holders to
receive mandatory sinking fund payments, if any, (iv) any optional
redemption rights of such series of Securities to the extent to be exercised to
make such call for redemption within one year, (v) the rights,
obligations, duties and immunities of the Trustee hereunder, (vi) the
rights of the Holders of Securities of such series and Coupons appertaining thereto
as beneficiaries hereof with respect to the property so deposited with the
Trustee payable to all or any of them and (vii) the obligations of the
Issuer under Section 3.2) and the Trustee, at the expense of the Issuer,
shall at the Issuer’s request, execute proper instruments acknowledging the
same, if


 


(a)                                  with reference to this provision the Issuer
has irrevocably deposited or caused to be irrevocably deposited with the
Trustee as trust funds in trust, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of the Securities of such series and
Coupons appertaining thereto (i) cash in an amount, or (ii) in the
case of any series of Securities the payments on which may only be made in
Dollars, U.S. Government Obligations, maturing as to principal and interest at
such times and in such amounts as will insure the availability of cash or (iii) a
combination thereof, sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay


 


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(A) the
principal and interest on all Securities of such series and Coupons
appertaining thereto on each date that such principal or interest is due and
payable and (b) any mandatory sinking fund payments on the dates on which
such payments are due and payable in accordance with the terms of the Indenture
and the Securities of such series;


 


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


 


(c)                                  the Issuer has delivered to the Trustee an
Opinion of Counsel based on the fact that (x) the Issuer has received from, or
there has been published by, the IRS a ruling or (y) since the date hereof,
there has been a change in the applicable United States Federal income tax law,
in either case to the effect that, and such opinion shall confirm that, the
Holders of the Securities of such series and Coupons appertaining thereto will
not recognize income, gain or loss for United States Federal income tax
purposes as a result of such deposit, defeasance and discharge and will be
subject to United States Federal income tax on the same amount and in the same
manner and at the same times, as would have been the case if such deposit,
defeasance and discharge had not occurred; and


 


(d)                                 the Issuer has delivered to the Trustee an
Officer’s Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to the defeasance contemplated by
this provision have been complied with.


 


(C)                                The Issuer shall be released from its
obligations under Sections 3.6 and 9.1 and unless otherwise provided for in the
Board Resolution, Officer’s Certificate or Indenture supplemental hereto
establishing such series of Securities, from all covenants and other
obligations referred to in Section 2.3(19) or 2.3(21) with respect to such
series of Securities, and any Coupons appertaining thereto, outstanding on and
after the date the conditions set forth below are satisfied (hereinafter, “covenant
defeasance”).  For this purpose, such
covenant defeasance means that, with respect to the Outstanding Securities of
any series, the Issuer may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in such Section, whether
directly or indirectly by reason of any reference elsewhere herein to such Section or
by reason of any reference in such Section to any other provision herein
or in any other document and such omission to comply shall not constitute an
Event of Default under Section 5.1, but the remainder of this Indenture
and such Securities and Coupons shall be unaffected thereby.  The following shall be the conditions to
application of this subsection C of this Section 10.1:


 


(a)                                  The Issuer has irrevocably deposited or
caused to be deposited with the Trustee as trust funds in trust for the purpose
of making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the holders of the Securities of such
series and coupons appertaining thereto, (i) cash in an amount, or (ii) in
the case of any series of Securities the payments on which may only be made in
Dollars, U.S. Government Obligations maturing as to principal and interest at
such times and in such amounts as will insure the availability of cash or (iii) a
combination thereof, sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay (A) the principal and


 


52





















 


interest
on all Securities of such series and Coupons appertaining thereof and (B) any
mandatory sinking fund payments on the day on which such payments are due and
payable in accordance with the terms of the Indenture and the Securities of
such series;


 


(b)                                 No Event of Default or event which with
notice or lapse of time or both would become an Event of Default with respect
to the Securities shall have occurred and be continuing on the date of such
deposit;


 


(c)                                  Such covenant defeasance shall not cause the
Trustee to have a conflicting interest as defined in Section 6.9 and for
purposes of the Trust Indenture Act with respect to any securities of the
Issuer;


 


(d)                                 Such covenant defeasance shall not result in
a breach or violation of, or constitute a default under any agreement or
instrument to which the Issuer is a party or by which it is bound;


 


(e)                                  Such covenant defeasance shall not cause any
Securities then listed on any registered national securities exchange under the
Exchange Act to be delisted;


 


(f)                                    The Issuer shall have delivered to the
Trustee an Officer’s Certificate and Opinion of Counsel to the effect that the
Holders of the Securities of such series and Coupons appertaining thereto will
not recognize income, gain or loss for United States Federal income tax
purposes as a result of such covenant defeasance and will be subject to United
States 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; and


 


(g)                                 The Issuer shall have delivered to the
Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
all conditions precedent provided for relating to the covenant defeasance
contemplated by this provision have been complied with.


 


SECTION 10.2              APPLICATION BY TRUSTEE OF
FUNDS DEPOSITED FOR PAYMENT OF SECURITIES. 
Subject to Section 10.4,
all moneys deposited with the Trustee (or other trustee) pursuant to Section 10.1
shall be held in trust and applied by it to the payment, either directly or
through any paying agent (including the Issuer acting as its own paying agent),
to the Holders of the particular Securities of such series and of Coupons
appertaining thereto for the payment or redemption of which such moneys have
been deposited with the Trustee, of all sums due and to become due thereon for
principal and interest; but such money need not be segregated from other funds
except to the extent required by law.


 


SECTION 10.3              REPAYMENT OF MONEYS HELD BY
PAYING AGENT.  In connection with the satisfaction and
discharge of this Indenture with respect to Securities of any series, all
moneys then held by any paying agent under the provisions of this Indenture
with respect to such series of Securities shall, upon demand of the Issuer, be
repaid to it or paid to the Trustee and thereupon such paying agent shall be
released from all further liability with respect to such moneys.


 


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SECTION 10.4              RETURN OF MONEYS HELD BY
TRUSTEE AND PAYING AGENT UNCLAIMED FOR TWO YEARS.  Any moneys deposited with or paid to the Trustee or any paying agent
for the payment of the principal of or interest on any Security of any series
and of any Coupons attached thereto and not applied but remaining unclaimed for
two years after the date upon which such principal or interest shall have
become due and payable, shall, upon the written request of the Issuer and
unless otherwise required by mandatory provisions of applicable escheat or
abandoned or unclaimed property law, be repaid to the Issuer by the Trustee for
such series or such paying agent, and the Holder of the Securities of such
series and of any Coupons appertaining thereto shall, unless otherwise required
by mandatory provisions of applicable escheat or abandoned or unclaimed
property laws, thereafter look only to the Issuer and the Guarantor for any
payment which such Holder may be entitled to collect, and all liability of the
Trustee or any paying agent with respect to such moneys shall thereupon cease; provided, that the Trustee or such paying
agent, before being required to make any such repayment with respect to moneys
deposited with it for any payment (a) in respect of Registered Securities
of any series, shall at the expense of the Issuer, mail by first-class mail to
Holders of such Securities at their addresses as they shall appear on the Security
register, and (b) in respect of Unregistered Securities of any series,
shall at the expense of the Issuer cause to the published once, in an
Authorized Newspaper in the Borough of Manhattan, The City of New York and once
in an Authorized Newspaper in London (and, if required by Section 3.7,
once in an Authorized Newspaper in Luxembourg), notice, that such moneys remain
and that, after  a date specified
therein, which shall not be less than thirty days from the date of such mailing
or publication, any unclaimed balance of such money then remaining will be
repaid to the Issuer.


 


SECTION 10.5              INDEMNITY FOR U.S.
GOVERNMENT OF OBLIGATIONS.  The Issuer shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
U.S. Government Obligations deposited pursuant to Section 10.1 or the
principal or interest received in respect of such obligations.


 


SECTION 10.6              EFFECT ON SUBORDINATION
PROVISIONS.  Unless otherwise expressly established
pursuant to Section 2.3 with respect to the Subordinated Securities of any
series, the provisions of Section 11.13 hereof, insofar as they pertain to
the Subordinated Securities of such series, and the Subordination Provisions
established pursuant to Section 2.3(9) with respect to such series,
are hereby expressly made subject to the provisions for satisfaction and
discharge and defeasance and covenant defeasance set forth in Section 10.1
hereof and, anything herein to the contrary notwithstanding, upon the
effectiveness of such satisfaction and discharge and defeasance and
covenant  defeasance pursuant to Section 10.1
with respect to the Securities of such series, such Securities shall thereupon
cease to be so subordinated and shall no longer be subject to the provisions
of  Section 11.13 or the
Subordination Provisions established pursuant to Section 2.3(9) with
respect to such series and, without limitation to the foregoing, all moneys,
U.S. Government Obligations and other securities or property deposited with the
Trustee (or other qualifying trustee) in trust in connection with such
satisfaction and discharge, defeasance or covenant defeasance, as the case may
be, and all proceeds therefrom may be applied to pay the principal of, premium,
if any, and interest, if any, on, and mandatory sinking fund payments, if any,
with respect to the Securities of such series as and when the same shall become
due and payable notwithstanding the provisions of Section 11.13 or such
Subordination Provisions.


 


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ARTICLE XI



MISCELLANEOUS PROVISIONS


 


SECTION 11.1              INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS OF GENERAL PARTNER OR ISSUER EXEMPT FROM INDIVIDUAL
LIABILITY.  No recourse under or upon any obligation,
covenant or agreement contained in this Indenture, or in any Security, or
because of any indebtedness evidenced thereby, shall be had against any
incorporator, as such, or against any past, present or future stockholder,
officer or director, as such, of the Guarantor, the General Partner or Issuer
or of any successor, either directly or through the Guarantor, the General
Partner or Issuer or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities, Guarantees and the
Coupons, if any, appertaining thereto by the Holders thereof and as part of the
consideration for the issue of the Securities, Guarantees and the Coupons
appertaining thereto.


 


SECTION 11.2              PROVISIONS OF INDENTURE FOR
THE SOLE BENEFIT OF PARTIES AND HOLDERS OF SECURITIES AND COUPONS.  Nothing in this Indenture, in the Securities, Guarantees or in the
Coupons appertaining thereto, expressed or implied, shall give or be construed
to give to any person, firm or corporation, other than the parties hereto and
their successors and the Holders of the Securities, Guarantees or Coupons, if
any and, in the case of the Subordinated Securities of any series, the holders
of Senior Indebtedness with respect to such series, any legal or equitable
right, remedy or claim under this Indenture or under any covenant or provision
herein contained, all such covenants and provisions being for the sole benefit
of the parties hereto and their successors and of the Holders of the
Securities, Guarantees or Coupons, if any and, in the case of the Subordinated
Securities of any series, the holders of Senior Indebtedness with respect to
such series.


 


SECTION 11.3              SUCCESSORS AND ASSIGNS OF
ISSUER AND GUARANTOR BOUND BY INDENTURE. 
All the covenants,
stipulations, promises and agreements in this Indenture contained by or in
behalf of the Issuer and the Guarantor shall bind their respective successors
and assigns, whether so expressed or not.


 


SECTION 11.4              NOTICES AND DEMANDS ON
ISSUER, TRUSTEE AND HOLDERS OF SECURITIES AND COUPONS.  Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the Holders of
Securities or Coupons, if any, to or on the Issuer may be given or served by
being deposited postage prepaid, first-class mail (except as otherwise
specifically provided herein) addressed (until another address of the Issuer is
filed by the Issuer with the Trustee) to Plum Creek Timber Company, Inc.,
999 Third Avenue, Suite 4300, Seattle, Washington 98104-4096,
Attention:  Secretary.  Any notice, direction, request or demand by
the Issuer or any Holder of Securities or Coupons, if any, to or upon the
Trustee shall be deemed to have been sufficiently given or served by being
deposited postage prepaid, first-class mail (except as otherwise specifically
provided herein) addressed (until another address of the Trustee is filed by
the Trustee with the Issuer) to 1420 Fifth Avenue, 7th Floor, Seattle, WA  98101, Attention: Thomas Zrust, Vice
President and shall be deemed effective upon receipt by the Trustee.


 


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


 


Where
this Indenture provides for notice to holders of Unregistered Securities, such
notice shall be sufficiently given (unless otherwise expressly provided herein)
by giving notice to such Holders (a) by publication of such notice at
least once in an Authorized Newspaper in the Borough of Manhattan, The City of
New York, and at least once in an Authorized Newspaper in London (and, if
required by Section 3.7, once in an Authorized Newspaper in Luxembourg),
and (b) by mailing such notice to the Holders of Unregistered Securities
who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of
the Trust Indenture Act at such addresses as were so furnished to the Trustee.


 


In
case, by reason of the suspension of or irregularities in regular mail service,
it shall be impracticable to mail notice to the Issuer when such notice is
required to the given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be reasonably satisfactory to the Trustee
shall be deemed to be a sufficient giving of such notice.


 


SECTION 11.5              OFFICER’S CERTIFICATES AND
OPINIONS OF COUNSEL; STATEMENTS TO BE CONTAINED THEREIN.  Upon any application or demand by the Issuer to the Trustee to take any
action under any of the provisions of this Indenture, the Issuer shall furnish
to the Trustee an Officer’s Certificate stating that all conditions precedent
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or demand, no additional certificate or opinion
need be furnished.


 


Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture shall include (a) a statement that the person making such
certificate or opinion has read such covenant or condition, (b) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based, (c) a statement that, in the opinion of such person, he has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with.


 


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


 


Any
certificate, statement or opinion of an officer of the Issuer or of counsel may
be based, insofar as it relates to accounting matters, upon a certificate or
opinion of or representations by an accountant or firm of accountants in the
employ of the Issuer, unless such officer or counsel, as the case may be, knows
that the certificate or opinion of or representations with respect to the
accounting matters upon which his certificate, statement or opinion may be
based as aforesaid are erroneous, or in the exercise of reasonable care should
know that  the same are erroneous.


 


Any
certificate or opinion of any independent firm of public accountants filed with
and directed to the Trustee shall contain a statement that such firm is
independent.


 


SECTION 11.6              PAYMENTS DUE ON SATURDAYS,
SUNDAYS AND HOLIDAYS.  If the date of maturity of interest on or
principal of the Securities of any series or any Coupons appertaining thereto
or the date fixed for redemption or repayment of any such Security or Coupon
shall not be a Business Day, then payment of interest or principal need not be
made on such date, but may be made on the next succeeding Business Day with the
same force and effect as if made on the date of maturity or the date fixed for
redemption, and no interest shall accrue for the period after such date.


 


SECTION 11.7              CONFLICT OF ANY PROVISION OF
INDENTURE WITH TRUST INDENTURE ACT.  If and to the extent that any provision of
this Indenture limits, qualifies or conflicts with duties imposed by, or with
another provision (an “incorporated provision”) included in this Indenture by
operation of Sections 310 to 318, inclusive, of the Trust Indenture Act, such
imposed duties or incorporated provision shall control.


 


SECTION 11.8              NEW YORK LAW TO GOVERN.  THIS INDENTURE AND EACH SECURITY AND COUPON
SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK, AND
FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF SUCH STATE INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW.


 


SECTION 11.9              COUNTERPARTS.  This Indenture may be executed in any number of counterparts, each of
which shall be an original; but such counterparts shall together constitute but
one and the same instrument.


 


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SECTION 11.10       EFFECT OF HEADINGS.  The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof.


 


SECTION 11.11       SECURITIES IN A FOREIGN
CURRENCY.  Unless otherwise specified in an Officer’s
Certificate delivered pursuant to Section 2.3 of this Indenture with
respect to a particular series of Securities, whenever for purposes of this
Indenture any action may be taken by the Holders of a specified percentage in
aggregate principal amount of Securities of all series or all series affected
by a particular action at the time Outstanding and, at such time, there are
Outstanding Securities of any series which are denominated in a Foreign
Currency, then the principal amount of Securities of such series which shall be
deemed to be Outstanding for the purpose of taking such action shall be that
amount of Dollars that could be obtained for such amount at the Market Exchange
Rate.  For purposes of this Section 11.11,
Market Exchange Rate shall mean the noon Dollar buying rate in The City of New
York for cable transfers of such currency or currencies as published by the
Federal Reserve Bank of New York as of the most recent available date.  If such Market Exchange Rate is not available
for any reason with respect to such currency, the Trustee shall use, in its
sole discretion and without liability on its part, such quotation of the
Federal Reserve Bank of New York or quotations from one or more major banks in
The City of New York or in the country of issue of the currency in question,
which for purposes of the euro shall be any member state of the European Union
that has adopted the euro, as the Trustee shall deem appropriate.  The provisions of this paragraph shall apply
in determining the equivalent principal amount in respect of Securities of a
series denominated in a currency other than Dollars in connection with any
action taken by Holders of Securities pursuant to the terms of this Indenture.


 


All
decisions and determinations of the Trustee regarding the Market Exchange Rate
or any alternative determination provided for in the preceding paragraph shall
be in its sole discretion and shall, in the absence of manifest error, be
conclusive to the extent permitted by law for all purposes and irrevocably
binding upon the Issuer and all Holders.


 


SECTION 11.12       JUDGMENT CURRENCY.  The Issuer agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in
any court it is necessary to convert the sum due in respect of the principal of
or interest on the Securities of any series (the “Required Currency”) into a
currency in which a judgment will be rendered (the “Judgment Currency”), the
rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the day on which final
unappealable judgment is entered, unless such day is not a New York Banking
Day, then, to the extent permitted by applicable law, the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the
Trustee could purchase in The City of New York the Required Currency with the
Judgment Currency on the New York Banking Day preceding the day on which final
unappealable judgment is entered and (b) its obligations under this
Indenture to make payments in the Required Currency (i) shall not be
discharged or satisfied by any tender, or any recovery pursuant to any judgment
(whether or not entered in accordance with subsection (a)), in any
currency other than the Required Currency, except to the extent that such
tender or recovery shall result in the actual receipt, by the payee, of the
full amount of the Required Currency expressed to be payable in respect of such
payments, (ii) shall be enforceable as an alternative or additional cause
of action for the purpose of recovering in the Required


 


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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 required by law or executive order to
close.


 


SECTION 11.13       AGREEMENT TO SUBORDINATE.  The Issuer, for itself, its successors and assigns, covenants and
agrees, and each Holder of Subordinated Securities of any series by his
acceptance thereof, likewise covenants and agrees, that the payment of the
principal of (and premium, if any) and interest, if any, on, and mandatory
sinking fund payments, if any, in respect of each and all of the Subordinated
Securities of such series shall be expressly subordinated, to the extent and in
the manner provided in the Subordination Provisions established with respect to
the Subordinated Securities of such series pursuant to Section 2.3(9) hereof,
in right of payment to the prior payment in full of all Senior Indebtedness
with respect to such series.


 


ARTICLE XII



REDEMPTION OF SECURITIES AND SINKING FUNDS


 


SECTION 12.1              APPLICABILITY OF ARTICLE.  The provisions of this Article shall be applicable to the
Securities of any series which are redeemable before their maturity or to any
sinking fund for the retirement of Securities of a series except as otherwise
specified as contemplated by Section 2.3 for Securities of such series.


 


SECTION 12.2              NOTICE OF REDEMPTION; PARTIAL
REDEMPTIONS.  Notice of redemption to the Holders of
Registered Securities of any series to be redeemed as a whole or in part at the
option of the Issuer shall be given by mailing notice of such redemption by
first class mail, postage prepaid, at least 30 days and not more than 60 days
prior to the date fixed for redemption to such Holders of Securities of such
series at their last addresses as they shall appear upon the registry
books.  Notice of redemption to the
Holders of Unregistered Securities to be redeemed as a whole or in part, who
have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of
the Trust Indenture Act shall be given by mailing notice of such redemption, by
first class mail, postage prepaid, at least 30 days and not more than 60 prior
to the date fixed for redemption, to such Holders at such addresses as were so
furnished to the Trustee (and, in the case of any such notice given by the
Issuer, the Trustee shall make such information available to the Issuer for
such purpose).  Notice of redemption to
all other Holders of Unregistered Securities shall be published in an
Authorized Newspaper in the Borough of Manhattan, The City of New York and in
an Authorized Newspaper in London (and, if required by Section 3.7, in an
Authorized Newspaper in Luxembourg), in each case, once in each of three
successive calendar weeks, the first publication to be not less than 30 nor
more than 60 days prior to the date fixed for redemption.  Any notice which is mailed in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the Holder receives the notice. 
Failure to give notice by mail, or any defect in the notice to the
Holder of any Security of a series designated for redemption as a whole or in
part shall not affect the validity of the proceedings for the redemption of
such Security of such series.


 


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The
notice of redemption to each such Holder shall specify the principal amount of
each Security of such series held by such Holder to be redeemed, the date fixed
for redemption, the redemption price, the place or places of payment, that
payment will be made upon presentation and surrender of such Securities and, in
the case of Securities with Coupons attached thereto, of all Coupons
appertaining thereto maturing after the date fixed for redemption, that such
redemption is pursuant to the mandatory or optional sinking fund, or both, if
such be the case, that interest accrued to the date fixed for redemption will
be paid as specified in such notice and that on and after said date interest
thereon or on the portions thereof to be redeemed will cease to accrue.  In case any Security of a series is to be
redeemed in part only, the notice of redemption to Holders of Securities of the
series shall state the portion of the principal amount thereof to be redeemed
and shall state that on and after the date fixed for redemption, upon surrender
of such Security, a new Security or Securities of such series in principal
amount equal to the unredeemed portion thereof will be issued.


 


The
notice of redemption of Securities of any series to be redeemed at the option
of the Issuer shall be given by the Issuer or, at the Issuer’s request, by the
Trustee in the name and at the expense of the Issuer.


 


On
or before the redemption date specified in the notice of redemption given as
provided in this Section, the Issuer will deposit with the Trustee or with one
or more paying agents (or, if the Issuer is acting as its own paying agent, set
aside, segregate and hold in trust as provided in Section 3.4) an amount
of money sufficient to redeem on the redemption date all the Securities of such
series so called for redemption at the appropriate redemption price, together
with accrued interest to the date fixed for redemption.  The Issuer will deliver to the Trustee at
least 70 days prior to the date fixed for redemption, or such shorter period as
shall be acceptable to the Trustee, an Officer’s Certificate stating the aggregate
principal amount of Securities to be redeemed. 
In case of a redemption at the election of the Issuer prior to the
expiration of any restriction on such redemption, the Issuer shall deliver to
the Trustee, prior to the giving of any notice of redemption to Holders
pursuant to this Section, an Officer’s Certificate stating that such
restriction has been complied with.


 


If
less than all the Securities of a series are to be redeemed, the Trustee shall
select, in such manner as it shall deemed appropriate and fair, in its sole
discretion, Securities of such series to be redeemed in whole or in part.  Securities may be redeemed in part in
multiples equal to the minimum authorized denomination for Securities of such
series or any multiple thereof.  The Trustee
shall promptly notify the Issuer in writing of the Securities of such series
selected for redemption and, in the case of any Securities of such series
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 of any series shall relate, in the case of any Security redeemed or
to be redeemed only in part, to the portion of the principal amount of such Security
which has been or is to be redeemed.


 


SECTION 12.3              PAYMENT OF SECURITIES CALLED
FOR REDEMPTION.  If notice of redemption has been given as
above provided, the Securities or portions of Securities specified in such
notice shall become due and payable on the date and at the place stated in such
notice at the applicable redemption price, together with interest accrued to
the date fixed for redemption, and on and after said date (unless the Issuer
shall default in the payment of such Securities at the redemption price,
together with interest accrued to said date)


 


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interest on the Securities
or portions of Securities so called for redemption shall cease to accrue, and
the unmatured Coupons, if any, appertaining thereto shall be void, and, except
as provided in Sections 6.5 and 10.4, such Securities shall cease from and
after the date fixed for redemption to be entitled to any benefit or security
under this Indenture, and the Holders thereof shall have no right in respect of
such Securities except the right to receive the redemption price thereof and
unpaid interest to the date fixed for redemption.  On presentation and surrender of such
Securities at a place of payment specified in said notice, together with all
Coupons, if any, appertaining thereto maturing after the date fixed for
redemption, said Securities or the specified portions thereof shall be paid and
redeemed by the Issuer at the applicable redemption price, together with
interest accrued thereon to the date fixed for redemption; provided, that
payment of interest becoming due on or prior to the date fixed for redemption
shall be payable in the case of Securities with Coupons attached thereto, to
the Holders of the Coupons for such interest upon surrender thereof, and in the
case of Registered Securities, to the Holder of such Registered Securities
registered as such on the relevant record date, subject to the terms and
provisions of Section 2.3 and 2.7 hereof.


 


If
any Security called for redemption shall not be so paid upon surrender thereof
for redemption, the principal shall, until paid or duly provided for, bear
interest from the date fixed for redemption at the rate of interest or Yield to
Maturity (in the case of an Original Issue Discount Security) borne by such
Security.


 


If
any Security with Coupons attached thereto is surrendered for redemption and is
not accompanied by all appurtenant Coupons maturing after the date fixed for
redemption, the surrender of such missing Coupon or Coupons may be waived by
the Issuer and the Trustee, if there be furnished to each of them such security
or indemnity as they may require to save each of them harmless.


 


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


 


SECTION 12.4              EXCLUSION OF CERTAIN
SECURITIES FROM ELIGIBILITY FOR SELECTION FOR REDEMPTION.  Securities shall be excluded from eligibility for selection for
redemption if they are identified by registration and certificate number in an
Officer’s Certificate delivered to the Trustee at least 40 days prior to the
last date on which notice of redemption may be given as being owned of record
and beneficially by, and not pledged or hypothecated by, either (a) the
Issuer or (b) an entity specifically identified in such written statement
as directly or indirectly controlling or controlled by or under direct or
indirect common control with the Issuer.


 


SECTION 12.5              MANDATORY AND OPTIONAL
SINKING FUNDS.  The minimum amount of any sinking fund
payment provided for by the terms of the Securities of any series is herein
referred to as a “mandatory sinking fund payment,” and any payment in excess of
such minimum amount provided for by the terms of the Securities of any series
is herein referred to as an “optional sinking fund payment.”  The date on which a sinking fund payment is
to be made is herein referred to as the “sinking fund payment date.”


 


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In
lieu of making all or any part of any mandatory sinking fund payment with
respect to any series of Securities in cash, the Issuer may at its option (a) deliver
to the Trustee Securities of such series theretofore purchased or otherwise
acquired (except upon redemption pursuant to the mandatory sinking fund) by the
Issuer or receive credit for Securities of such series (not previously so
credited) theretofore purchased or otherwise acquired (except as aforesaid) by
the Issuer and delivered to the Trustee for cancellation pursuant to Section 2.10,
(b) receive credit for optional sinking fund payments (not previously so
credited) made pursuant to this Section, or (c) receive credit for
Securities of such series (not previously so credited) redeemed by the Issuer
through any optional redemption provision contained in the terms of such
series.  Securities so delivered or
credited shall be received or credited by the Trustee at the sinking fund
redemption price specified in such Securities.


 


On
or before the 60th day next preceding each sinking fund payment date for any
series, the Issuer will deliver to the Trustee an Officer’s Certificate (which
need not contain the statements required by Section 11.5) (a) specifying
the portion of the mandatory sinking fund payment to be satisfied by payment of
cash and the portion to be satisfied by credit of Securities of such series and
the basis for such credit, (b) stating that none of the Securities of such
series has theretofore been so credited, (c) stating that no defaults in
the payment of interest or Events of Default with respect to such series have
occurred (which have not been waived or cured) and are continuing and (d) stating
whether or not the Issuer intends to exercise its right to make an optional
sinking fund payment with respect to such series and, if so, specifying the
amount of such optional sinking fund payment which the Issuer intends to pay on
or before the next succeeding sinking fund payment date.  Any Securities of such series to be credited
and required to be delivered to the Trustee in order for the Issuer to be entitled
to credit therefor as aforesaid which have not theretofore been delivered to
the Trustee shall be delivered for cancellation pursuant to Section 2.10
to the Trustee with such Officer’s Certificate (or reasonably promptly
thereafter if acceptable to the Trustee). 
Such Officer’s Certificate shall be irrevocable and upon its receipt by
the Trustee, the Issuer shall become unconditionally obligated to make all the
cash payments or payments therein referred to, if any, on or before the next
succeeding sinking fund payment date. 
Failure of the Issuer, on or before any such 60th day, to deliver such
Officer’s Certificate and Securities specified in this paragraph, if any, shall
not constitute a default but shall constitute, on and as of such date, the
irrevocable election of the Issuer (i) that the mandatory sinking fund
payment for such series due on the next succeeding sinking fund payment date
shall be paid entirely in cash without the option to deliver or credit
Securities of such series in respect thereof and (ii) that the Issuer will
make no optional sinking fund payment with respect to such series as provided
in this Section.


 


If
the sinking fund payment or payments (mandatory or optional or both) to be made
in cash on the next succeeding sinking fund payment date plus any unused
balance of any preceding sinking fund payments made in cash shall exceed
$50,000 (or the equivalent thereof in any Foreign Currency) or a lesser sum in
Dollars (or the equivalent thereof in any Foreign Currency) if the Issuer shall
so request with respect to the Securities of any particular series, such cash
shall be applied on the next succeeding sinking fund payment date to the
redemption of Securities of such series at the sinking fund redemption price
together with accrued interest to the date fixed for redemption.  If such amount shall be $50,000 (or the
equivalent thereof in any Foreign Currency) or less and the Issuer makes no
such request then it shall be carried over until a sum in excess of $50,000 (or
the equivalent thereof in any Foreign Currency) is available.  The Trustee shall select, in the manner
provided in Section 12.2, for redemption on such sinking fund


 


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payment date a sufficient
principal amount of Securities of such series to absorb said cash, as nearly as
may be, and shall (if requested in writing by the Issuer) inform the Issuer of
the serial numbers of the Securities of such series (or portions thereof) so
selected.  Securities shall be excluded
from eligibility for redemption under this Section if they are identified
by registration and certificate number in an Officer’s Certificate delivered to
the Trustee at least 60 days prior to the sinking fund payment date as being
owned of record and beneficially by, and not pledged or hypothecated by, either
(a) the Issuer or (b) an entity specifically identified in such
Officer’s Certificate as directly or indirectly controlling or controlled by or
under direct or indirect common control with the Issuer.  The Trustee, in the name and at the expense
of the Issuer (or the Issuer, if it shall so request the Trustee in writing)
shall cause notice of redemption of the Securities of such series to be given
in substantially the manner provided in Section 12.2 (and with the effect
provided in Section 12.3) for the redemption of Securities of such series
in part at the option of the Issuer.  The
amount of any sinking fund payments not so applied or allocated to the
redemption of Securities of such series shall be added to the next cash sinking
fund payment for such series and, together with such payment, shall be applied
in accordance with the provisions of this Section.  Any and all sinking fund moneys held on the
stated maturity date of the Securities of any particular series (or earlier, if
such maturity is accelerated), which are not held for the payment or redemption
of particular Securities of such series shall be applied, together with other
moneys, if necessary, sufficient for the purpose, to the payment of the principal
of, and interest on, the Securities of such series at maturity.


 


On
or before each sinking fund payment date, the Issuer shall pay to the Trustee
in cash or shall otherwise provide for the payment of all interest accrued to
the date fixed for redemption on Securities to be redeemed on the next
following sinking fund payment date.


 


The
Trustee shall not redeem or cause to be redeemed any Securities of a series
with sinking fund moneys or give any notice of redemption of Securities for
such series by operation of the sinking fund during the continuance of a
default in payment of interest on such Securities or of any Event of Default
except that, where the giving of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed
such Securities, provided that it shall have received from the Issuer a sum
sufficient for such redemption.  Except
as aforesaid, any moneys in the sinking fund for such series at the time when
any such default or Event of Default shall occur, and any moneys thereafter
paid into the sinking fund, shall, during the continuance of such default or
Event of Default be deemed to have been collected under Article Five and
held for the payment of all such Securities. 
In case such Event of Default shall have been waived as provided in Section 5.10
or the default cured on or before the sixtieth day preceding the sinking fund
payment date in any year, such moneys shall thereafter be applied on the next
succeeding sinking fund payment date in accordance with this Section to
the redemption of such Securities.


 


ARTICLE XIII



THE GUARANTEES


 


SECTION 13.1              GUARANTEES.  The provisions of this Article XIII shall be applicable to the
Securities, Coupons and Guarantees.  The
Guarantor (which term includes any successor Person under this Indenture) for
consideration received hereby unconditionally and irrevocably guarantees on a
senior basis (each a “Guarantee”, and collectively, the “Guarantees”)


 


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to the Holders from time to
time of the Securities (a) the full and prompt payment of the principal of
and any premium, if any, on any Security when and as the same shall become due,
whether at the maturity thereof, by acceleration, redemption or otherwise and (b) the
full and prompt payment of any interest on any Security when and as the same
shall become due and payable.  Each and
every default in the payment of the principal of or interest or any premium on
any Security shall give rise to a separate cause of action hereunder, and
separate suits may be brought hereunder as each cause of action arises.  The obligations of the Guarantor hereunder
shall be evidenced by Guarantees accompanying the Securities issued hereunder.


 


An
Event of Default under this Indenture or the Security shall constitute an event
of default under the Guarantees, and shall entitle the Holders to accelerate
the obligations of the Guarantor hereunder in the same manner and to the same
extent as the obligations of the Issuer.


 


The
obligations of the Guarantor hereunder shall be as principal and not merely as
surety, shall be absolute and unconditional and shall remain in full force and
effect until the entire principal and interest and any premium on the
Securities shall have been paid or provided for in accordance with provisions
of this Indenture, and such obligations shall not be affected, modified or
impaired upon the happening from time to time of any event, including without
limitation any of the following, whether or not with notice to, or the consent
of, the Guarantor:


 


(a)                                  the failure to give notice to the Guarantor
of the occurrence of an Event of Default;


 


(b)                                 the waiver, surrender, compromise,
settlement, release or termination of the payment, performance or observance by
the Issuer or the Guarantor of any or all of the obligations, covenants or
agreements of either of them contained in this Indenture or the Securities;


 


(c)                                  the acceleration, extension or any other
changes in the time for payment of any principal of or interest or any premium
on any Security or for any other payment under this Indenture or of the time
for performance of any other obligations, covenants or agreements under or
arising out of this Indenture or the Securities;


 


(d)                                 the modification or amendment (whether
material or otherwise) of any obligation, covenant or agreement set forth in
this Indenture or the Securities;


 


(e)                                  the taking or the omission of any of the
actions referred to in this Indenture and in any of the actions under the
Securities;


 


(f)                                    any failure, omission, delay or lack on the
part of the Trustee to enforce, assert or exercise any right, power or remedy
conferred on the Trustee in this Indenture, or any other action or acts on the
part of the Trustee or any of the Holders from time to time of the Securities;


 


(g)                                 the voluntary or involuntary liquidation,
dissolution, sale or other disposition of all or substantially all the assets,
marshaling of assets and liabilities, receivership, insolvency, bankruptcy,
assignment for the benefit of creditors, reorganization, arrangement,
composition with creditors or readjustment of, or


 


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other
similar proceedings affecting the Guarantor or the Issuer or any of the assets
of any of them, or any allegation or contest of the validity of the Guarantee
in any such proceeding;


 


(h)                                 to the extent permitted by law, the release
or discharge by operation of law of the Guarantor from the performance or
observance of any obligation, covenant or agreement contained in this
Indenture;


 


(i)                                     to the extent permitted by law, the release
or discharge by operation of law of the Issuer from the performance or
observance of any obligation, covenant or agreement contained in this
Indenture;


 


(j)                                     the default or failure of the Issuer or the
Trustee fully to perform any of its obligations set forth in this Indenture or
the Securities;


 


(k)                                  the invalidity, irregularity or
unenforceability of this Indenture or the Securities or any part of any
thereof;


 


(l)                                     any judicial or governmental action affecting
the Issuer or any Securities or consent or indulgence granted by the Issuer by
the Holders or by the Trustee; or


 


(m)                               the recovery of any judgment against the
Issuer or any action to enforce the same or any other circumstance which might constitute
a legal or equitable discharge of a surety or guarantor.


 


The
Guarantees shall remain in full force and effect and continue to be effective
should any petition be filed by or against the Issuer for liquidation or
reorganization, should the Issuer become insolvent or make an assignment for
the benefit of creditors or should a receiver or trustee be appointed for all
or any significant part of the Issuer’s assets, and shall, to the fullest
extent permitted by law, continue to be effective or be reinstated, as the case
may be, if at any time any payment in respect of the Securities is, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored
or returned by any obligee on the Securities, whether as a “voidable preference,”
“fraudulent transfer” or otherwise, all as though such payment had not been
made.  In the event that any payment, or
any part there, is rescinded, reduced, restored or returned, the Securities
shall, to the fullest extent permitted by laws, be reinstated and deemed
reduced only by such amount paid and not so rescinded, reduced, restored or
returned.


 


The
Guarantor shall be subrogated to all rights of the Holder of any Security
against the Issuer in respect of any amounts paid to the Trustee or such Holder
by the Guarantor pursuant to the provisions of its Guarantee; provided,
however, that the Guarantor shall be entitled to enforce, or to receive any
payments arising out of or based upon, such right of subrogation until the
principal of, and premium, if any, and interest on, and any other amounts
payable with respect to, all Securities shall have been paid in full and all
other obligations contained in the Securities and this Indenture shall have
been performed.  If any amount shall be
paid to the Guarantor in violation of the preceding sentence and all amounts
payable in respect of the Securities shall not have been paid in full, such
amount shall be deemed to have been paid to the Guarantor for the benefit of,
and held in trust for the benefit of, the Holders, and shall forthwith be paid
to the Trustee for the benefit of the Holders to be credited and applied upon


 


65





















 


such amounts.  The Guarantor acknowledges that it will
receive direct and indirect benefits from the issuance of the Securities
pursuant to this Indenture.


 


The
Guarantor shall have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Guarantee.  The Guarantee
set forth in this Section 13.1 shall not be valid and obligatory for any
purpose with respect to a Security until the certificate of authentication of
such Security shall have been signed by or on behalf of the Trustee.  The Guarantee is a guarantee of payment and
not of collection.


 


If
an officer of the Guarantor whose signature is on this Indenture or a Security
no  longer holds that office at the time
the Trustee authenticates such Security or at any time thereafter, the
Guarantor’s Guarantee of such Security shall be valid nevertheless.


 


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


 


SECTION 13.2              PROCEEDINGS AGAINST THE
GUARANTOR.  In the event of a default in the payment of
principal of or any premium on any Security when and as the same shall become
due, whether at the Stated Maturity thereof, by acceleration, call for
redemption or otherwise, or in the event of a default in the payment of any
interest on any Security when and as the same shall become due, the Trustee
shall have the right to proceed first and directly against the Guarantor under
this Indenture without first proceeding against the Issuer or exhausting any
other remedies which it may have and without resorting to any other Security
held by the Trustee.


 


The
Trustee shall have the right, power and authority to do all things it deems
necessary or otherwise advisable to enforce the provisions of this Indenture
relating to the Guarantees and protect the interests of the Holders of the
Securities and, in the event of a default in payment of the principal of or any
premium on any Security when and as the same shall become due, whether at the
Stated Maturity thereof, by acceleration, call for redemption or otherwise, or
in the event of a default in the payment of any interest on any Security when
and as the same shall become due, the Trustee may institute or appear in such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of its rights and the rights of the Holders, whether
for the specific enforcement of any covenant or agreement in this Indenture
relating to the Guarantee or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy. Without limiting the generality
of the foregoing, in the event of a default in payment of the principal of or
interest or any premium on any Security when due, the Trustee may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Guarantor and collect the moneys adjudged or decreed to be payable
in the manner provided by law out of the property of the Guarantor, wherever
situated.


 


SECTION 13.3              GUARANTEES FOR BENEFIT OF
HOLDERS OF SECURITIES.  The Guarantees contained in this Indenture
are entered into by the Guarantor for the benefit of the Holders from time to
time of the Securities.  Such provisions
shall not be deemed to create any right in, or to be in whole or in part for
the benefit of, any person other than


 


66





















 


the Trustee, the Guarantor,
the Holders from time to time of the Securities, and their permitted successors
and assigns.


 


SECTION 13.4              ADDITIONAL GUARANTORS.  Any Person may become a Guarantor by executing and delivering to the
Trustee (a) a supplemental indenture in form and substance satisfactory to
the Trustee, which subjects such person to the provisions of this Indenture as
a Guarantor, and (b) an Opinion of Counsel to the effect that such
supplemental indenture has been duly authorized and executed by such person and
constitutes the legal, valid, binding and enforceable obligation of such person
(subject to such customary exceptions concerning fraudulent conveyance laws,
creditors’ rights and equitable principles as may be acceptable to the Trustee
in its discretion).


 


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


 


 


	
   

  	
  PLUM CREEK TIMBERLANDS,
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLUM CREEK TIMBER I,
  L.L.C.

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PLUM CREEK TIMBER COMPANY,
  INC.

  
	
   

  	
   

  	
   

  	
   its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   /s/ William R. Brown

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  William R. Brown

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President
  and

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PLUM CREEK TIMBER COMPANY,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ William R. Brown

  	
   

  
	
   

  	
   

  	
  Name:

  	
  William R. Brown

  
	
   

  	
   

  	
   

  	
  Title: Executive Vice
  President and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  US BANK NATIONAL
  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Thomas Zrust

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas Zrust

  
	
   

  	
   

  	
  Title

  	
  Vice President