Exhibit 4.22


 


WARREN RESOURCES, INC.


 


as Issuer,


 


WARREN RESOURCES OF CALIFORNIA,
INC.


 


as Guarantor


 


and


 


 


THE BANK OF NEW YORK,


 


as Trustee


 


 


Form of


Indenture


 


 


Dated as of                                  


 


Subordinated Debt Securities


 





















 


CROSS-REFERENCE TABLE


 


	
  TIA SECTION

  	
   

  	
  INDENTURE SECTION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  310 (a)

  	
   

  	
  7.10

  	
   

  
	
  (b)

  	
   

  	
  7.10

  	
   

  
	
  (c)

  	
   

  	
  N.A.

  	
   

  
	
  311 a)

  	
   

  	
  7.11

  	
   

  
	
  (b)

  	
   

  	
  7.11

  	
   

  
	
  (c)

  	
   

  	
  N.A.

  	
   

  
	
  312 (a)

  	
   

  	
  5.01

  	
   

  
	
  (b)

  	
   

  	
  5.02

  	
   

  
	
  (c)

  	
   

  	
  5.02

  	
   

  
	
  313 (a)

  	
   

  	
  5.03

  	
   

  
	
  (b)

  	
   

  	
  5.03

  	
   

  
	
  (c)

  	
   

  	
  13.03

  	
   

  
	
  (d)

  	
   

  	
  5.03

  	
   

  
	
  314 (a)(1)

  	
   

  	
  4.05(a)

  	
   

  
	
  (a)(2)

  	
   

  	
  4.05(b)

  	
   

  
	
  (a)(3)

  	
   

  	
  4.05(a),

  	
   

  
	
   

  	
   

  	
  4.05(b) & 3.03

  	
   

  
	
  (a)(4)

  	
   

  	
  4.06(a)

  	
   

  
	
  (b)

  	
   

  	
  N.A.

  	
   

  
	
  (c)(1)

  	
   

  	
  13.05

  	
   

  
	
  (c)(2)

  	
   

  	
  13.05

  	
   

  
	
  (c)(3)

  	
   

  	
  N.A.

  	
   

  
	
  (d)

  	
   

  	
  N.A.

  	
   

  
	
  (e)

  	
   

  	
  13.05

  	
   

  
	
  (f)

  	
   

  	
  4.07

  	
   

  
	
  315 (a)

  	
   

  	
  7.01(a)

  	
   

  
	
  (b)

  	
   

  	
  6.07 & 13.03

  	
   

  
	
  (c)

  	
   

  	
  7.01

  	
   

  
	
  (d)

  	
   

  	
  7.01

  	
   

  
	
  (e)

  	
   

  	
  6.08

  	
   

  
	
  316 (a) (last sentence)

  	
   

  	
  1.01

  	
   

  
	
  (a)(1)(A)

  	
   

  	
  6.06

  	
   

  
	
  (a)(1)(B)

  	
   

  	
  6.06

  	
   

  
	
  (a)(2)

  	
   

  	
  9.01(d)

  	
   

  
	
  (b)

  	
   

  	
  6.04

  	
   

  
	
  (c)

  	
   

  	
  5.04

  	
   

  
	
  317 (a)(1)

  	
   

  	
  6.02

  	
   

  
	
  (a)(2)

  	
   

  	
  6.02

  	
   

  
	
  (b)

  	
   

  	
  4.04

  	
   

  
	
  318 (a)

  	
   

  	
  13.07

  	
   

  



 










N.A.
means Not Applicable


NOTE:  This Cross-Reference table shall not, for any
purpose, be deemed part of this Indenture.


 


i





















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  RECITALS OF THE COMPANY

  	
  1

  
	
   

  	
   

  
	
  ARTICLE I

  
	
  DEFINITIONS AND INCORPORATION
  BY REFERENCE

  
	
  Section 1.01.

  	
  Definitions

  	
  1

  
	
  Section 1.02.

  	
  Other Definitions

  	
  10

  
	
  Section 1.03.

  	
  Incorporation by Reference of TIA

  	
  10

  
	
  Section 1.04.

  	
  Rules of Construction

  	
  11

  
	
  Section 1.05.

  	
  Compliance Certificates and Opinions

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
  DEBT SECURITIES

  
	
   

  
	
  Section 2.01.

  	
  Forms Generally

  	
  12

  
	
  Section 2.02.

  	
  Form of Face of Debt Security

  	
  12

  
	
  Section 2.03.

  	
  Form of Reverse of Debt Security

  	
  15

  
	
  Section 2.04.

  	
  Form of Trustee’s Certificate of Authentication

  	
  19

  
	
  Section 2.05.

  	
  Form of Guarantee

  	
  19

  
	
  Section 2.06.

  	
  Principal Amount; Issuable in Series

  	
  19

  
	
  Section 2.07.

  	
  Execution of Debt Securities

  	
  22

  
	
  Section 2.08.

  	
  Authentication and Delivery of Debt Securities

  	
  23

  
	
  Section 2.09.

  	
  Denomination of Debt Securities

  	
  25

  
	
  Section 2.10.

  	
  Registration of Transfer and Exchange

  	
  25

  
	
  Section 2.11.

  	
  Temporary Debt Securities

  	
  27

  
	
  Section 2.12.

  	
  Mutilated, Destroyed, Lost or Stolen Debt Securities

  	
  28

  
	
  Section 2.13.

  	
  Cancellation of Surrendered Debt Securities

  	
  28

  
	
  Section 2.14.

  	
  Provisions of the Indenture and Debt Securities for the Sole Benefit
  of the Parties and the Holders

  	
  29

  
	
  Section 2.15.

  	
  Payment of Interest; Interest Rights Preserved

  	
  29

  
	
  Section 2.16.

  	
  Securities Denominated in Foreign Currencies

  	
  30

  
	
  Section 2.17.

  	
  Wire Transfers

  	
  31

  
	
  Section 2.18.

  	
  Securities Issuable in the Form of a Global Security

  	
  31

  
	
  Section 2.19.

  	
  Medium Term Securities

  	
  33

  
	
  Section 2.20.

  	
  Defaulted Interest

  	
  34

  
	
  Section 2.21.

  	
  Judgments

  	
  35

  
	
  Section 2.22.

  	
  CUSIP Numbers

  	
  35

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
  REDEMPTION OF DEBT SECURITIES

  
	
   

  
	
  Section 3.01.

  	
  Applicability of Article

  	
  35

  
	
  Section 3.02.

  	
  Tax Redemption; Special Tax Redemption

  	
  35

  
	
  Section 3.03.

  	
  Notice of Redemption; Selection of Debt Securities

  	
  37

  
	
  Section 3.04.

  	
  Deposit of Redemption Price

  	
  39

  
	
  Section 3.05.

  	
  Payment of Debt Securities Called for Redemption

  	
  39

  
	
  Section 3.06.

  	
  Mandatory and Optional Sinking Funds

  	
  40

  



 


ii





















 


	
  Section 3.07.

  	
  Redemption of Debt Securities for Sinking Fund

  	
  40

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
  PARTICULAR COVENANTS OF THE
  COMPANY

  
	
   

  
	
  Section 4.01.

  	
  Payment of Principal of, and Premium, If Any, and Interest on, Debt
  Securities

  	
  42

  
	
  Section 4.02.

  	
  Maintenance of Offices or Agencies for Registration of Transfer,
  Exchange and Payment of Debt Securities

  	
  43

  
	
  Section 4.03.

  	
  Appointment to Fill a Vacancy in the Office of Trustee

  	
  43

  
	
  Section 4.04.

  	
  Duties of Paying Agents, etc

  	
  44

  
	
  Section 4.05.

  	
  SEC Reports; Financial Statements

  	
  45

  
	
  Section 4.06.

  	
  Compliance Certificate

  	
  45

  
	
  Section 4.07.

  	
  Payment of Additional Interest

  	
  46

  
	
  Section 4.08.

  	
  Further Instruments and Acts

  	
  47

  
	
  Section 4.09.

  	
  Corporate Existence

  	
  47

  
	
  Section 4.10.

  	
  Maintenance of Properties

  	
  48

  
	
  Section 4.11.

  	
  Payment of Taxes and Other Claims

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
  HOLDERS’ LISTS AND REPORTS BY
  THE TRUSTEE

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  Company to Furnish Trustee Information as to Names and Addresses of
  Holders; Preservation of Information

  	
  48

  
	
  Section 5.02.

  	
  Communications to Holders

  	
  49

  
	
  Section 5.03.

  	
  Reports by Trustee

  	
  49

  
	
  Section 5.04.

  	
  Record Dates for Action by Holders

  	
  49

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
  REMEDIES OF THE TRUSTEE AND
  HOLDERS IN EVENT OF DEFAULT

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Events of Default

  	
  50

  
	
  Section 6.02.

  	
  Collection of Indebtedness by Trustee, etc

  	
  52

  
	
  Section 6.03.

  	
  Application of Monies Collected by Trustee

  	
  53

  
	
  Section 6.04.

  	
  Limitation on Suits by Holders

  	
  54

  
	
  Section 6.05.

  	
  Remedies Cumulative; Delay or Omission in Exercise of Rights Not a
  Waiver of Default

  	
  54

  
	
  Section 6.06.

  	
  Rights of Holders of Majority in Principal Amount of Debt Securities
  to Direct Trustee and to Waive Default

  	
  55

  
	
  Section 6.07.

  	
  Trustee to Give Notice of Defaults Known to It, but May Withhold
  Such Notice in Certain Circumstances

  	
  55

  
	
  Section 6.08.

  	
  Requirement of an Undertaking to Pay Costs in Certain Suits under the
  Indenture or Against the Trustee

  	
  55

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  
	
  CONCERNING THE TRUSTEE

  
	
   

  
	
  Section 7.01.

  	
  Certain Duties and Responsibilities

  	
  56

  
	
  Section 7.02.

  	
  Certain Rights of Trustee

  	
  57

  
	
  Section 7.03.

  	
  Trustee Not Liable for Recitals in Indenture or in Debt Securities

  	
  58

  



 


iii





















 


	
  Section 7.04.

  	
  Trustee, Paying Agent or Registrar May Own Debt Securities

  	
  58

  
	
  Section 7.05.

  	
  Monies Received by Trustee to Be Held in Trust

  	
  58

  
	
  Section 7.06.

  	
  Compensation and Reimbursement

  	
  58

  
	
  Section 7.07.

  	
  Right of Trustee to Rely on an Officers’ Certificate Where No Other
  Evidence Specifically Prescribed

  	
  59

  
	
  Section 7.08.

  	
  Separate Trustee; Replacement of Trustee

  	
  59

  
	
  Section 7.09.

  	
  Successor Trustee by Merger

  	
  60

  
	
  Section 7.10.

  	
  Eligibility; Disqualification

  	
  61

  
	
  Section 7.11.

  	
  Preferential Collection of Claims Against Company

  	
  61

  
	
  Section 7.12.

  	
  Compliance with Tax Laws

  	
  61

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  
	
  CONCERNING THE HOLDERS

  
	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
  Evidence of Action by Holders

  	
  61

  
	
  Section 8.02.

  	
  Proof of Execution of Instruments and of Holding of Debt Securities

  	
  61

  
	
  Section 8.03.

  	
  Who May Be Deemed Owner of Debt Securities

  	
  62

  
	
  Section 8.04.

  	
  Instruments Executed by Holders Bind Future Holders

  	
  62

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  
	
  SUPPLEMENTAL INDENTURES

  
	
   

  	
   

  	
   

  
	
  Section 9.01.

  	
  Purposes for Which Supplemental Indenture May Be Entered into
  Without Consent of Holders

  	
  63

  
	
  Section 9.02.

  	
  Modification of Indenture with Consent of Holders of Debt Securities

  	
  65

  
	
  Section 9.03.

  	
  Effect of Supplemental Indentures

  	
  66

  
	
  Section 9.04.

  	
  Debt Securities May Bear Notation of Changes by Supplemental
  Indentures

  	
  67

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  
	
  CONSOLIDATION, MERGER, SALE OR
  CONVEYANCE

  
	
   

  
	
  Section 10.01.

  	
  Consolidations and Mergers of the Company

  	
  67

  
	
  Section 10.02.

  	
  Consolidations and Mergers of the Guarantor

  	
  67

  
	
  Section 10.03.

  	
  Rights and Duties of Successor Company

  	
  68

  
	
  Section 10.04.

  	
  Assumption by the Guarantor of the Company’s Obligations

  	
  68

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  
	
  SATISFACTION AND DISCHARGE OF
  INDENTURE; DEFEASANCE;

  
	
  UNCLAIMED MONIES

  
	
   

  
	
  Section 11.01.

  	
  Applicability of Article

  	
  69

  
	
  Section 11.02.

  	
  Satisfaction and Discharge of Indenture; Defeasance

  	
  69

  
	
  Section 11.03.

  	
  Conditions of Defeasance

  	
  70

  
	
  Section 11.04.

  	
  Application of Trust Money

  	
  71

  
	
  Section 11.05.

  	
  Repayment to Company

  	
  71

  
	
  Section 11.06.

  	
  Indemnity for U.S. Government Obligations

  	
  71

  
	
  Section 11.07.

  	
  Reinstatement

  	
  71

  



 


iv





















 


	
  ARTICLE XII

  
	
  GUARANTEES OF SECURITIES

  
	
   

  	
   

  	
   

  
	
  Section 12.01.

  	
  Unconditional Guarantees

  	
  72

  
	
  Section 12.02.

  	
  Execution and Delivery of Notation of Guarantees

  	
  74

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  
	
  MISCELLANEOUS PROVISIONS

  
	
   

  	
   

  	
   

  
	
  Section 13.01.

  	
  Successors and Assigns of Company Bound by Indenture

  	
  74

  
	
  Section 13.02.

  	
  Acts of Board, Committee or Officer of Successor Company Valid

  	
  74

  
	
  Section 13.03.

  	
  Required Notices or Demands

  	
  74

  
	
  Section 13.04.

  	
  Indenture and Debt Securities to Be Construed in Accordance with the
  Laws of the State of New York

  	
  76

  
	
  Section 13.05.

  	
  Officers’ Certificate and Opinion of Counsel to Be Furnished upon
  Application or Demand by the Company or Guarantor

  	
  76

  
	
  Section 13.06.

  	
  Payments Due on Legal Holidays

  	
  76

  
	
  Section 13.07.

  	
  Provisions Required by TIA to Control

  	
  77

  
	
  Section 13.08.

  	
  Computation of Interest on Debt Securities

  	
  77

  
	
  Section 13.09.

  	
  Rules by Trustee, Paying Agent and Registrar

  	
  77

  
	
  Section 13.10.

  	
  No Recourse Against Others

  	
  77

  
	
  Section 13.11.

  	
  Severability

  	
  77

  
	
  Section 13.12.

  	
  Effect of Headings

  	
  77

  
	
  Section 13.13.

  	
  Indenture May Be Executed in Counterparts

  	
  77

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  
	
  SUBORDINATION OF DEBT
  SECURITIES

  
	
   

  	
   

  	
   

  
	
  Section 14.01.

  	
  Agreement To Subordinate

  	
  77

  
	
  Section 14.02.

  	
  Liquidation, Dissolution, Bankruptcy

  	
  77

  
	
  Section 14.03.

  	
  Default on Senior Indebtedness

  	
  78

  
	
  Section 14.04.

  	
  Acceleration of Payment of Debt Securities

  	
  79

  
	
  Section 14.05.

  	
  When Distribution Must Be Paid Over

  	
  79

  
	
  Section 14.06.

  	
  Subrogation

  	
  79

  
	
  Section 14.07.

  	
  Relative Rights

  	
  79

  
	
  Section 14.08.

  	
  Subordination May Not Be Impaired by Company

  	
  79

  
	
  Section 14.09.

  	
  Rights of Trustee and Paying Agent

  	
  79

  
	
  Section 14.10.

  	
  Distribution or Notice to Representative

  	
  80

  
	
  Section 14.11.

  	
  Article XIV Not to Prevent Defaults or Limit Right to Accelerate

  	
  80

  
	
  Section 14.12.

  	
  Trust Monies Not Subordinated

  	
  80

  
	
  Section 14.13.

  	
  Trustee Entitled to Rely

  	
  80

  
	
  Section 14.14.

  	
  Trustee to Effectuate Subordination

  	
  80

  
	
  Section 14.15.

  	
  Trustee Not Fiduciary for Holders of Senior Indebtedness

  	
  80

  
	
  Section 14.16.

  	
  Reliance by Holders of Senior Indebtedness on Subordination
  Provisions

  	
  81

  



 


v





















 


	
  ARTICLE XV

  
	
  SUBORDINATION OF GUARANTEES

  
	
   

  	
   

  	
   

  
	
  Section 15.01.

  	
  Guarantee Subordinated to Guarantor Senior Indebtedness

  	
  81

  
	
  Section 15.02.

  	
  Priority and Payment of Proceeds in Certain Events: Remedies
  Standstill

  	
  81

  
	
  Section 15.03.

  	
  Payments which may be made Prior to Notice

  	
  82

  
	
  Section 15.04.

  	
  Rights of Holders of Guarantor Senior Indebtedness not to be Impaired

  	
  82

  
	
  Section 15.05.

  	
  Trustee may Take Action to Effectuate Subordination

  	
  83

  
	
  Section 15.06.

  	
  Subrogation

  	
  83

  
	
  Section 15.07.

  	
  Obligations of Guarantor Unconditional;
  Reinstatement

  	
  83

  
	
  Section 15.08.

  	
  Trustee Entitled to Assume Payments not Prohibited in Absence of
  Notice

  	
  84

  
	
  Section 15.09.

  	
  Right of Trustee to Hold Guarantor Senior Indebtedness

  	
  84

  
	
  Section 15.10.

  	
  Notice to Trustee

  	
  84

  
	
  Section 15.11.

  	
  Reliance on Judicial Order or Certificate of Liquidating Agent

  	
  85

  
	
  Section 15.12.

  	
  Trustee not Fiduciary for Holders of Guarantor Senior Indebtedness

  	
  85

  



 


vi





















 


INDENTURE
dated as of                    ,
among Warren Resources, Inc., a Maryland corporation (the “Company”), Warren Resources of California, Inc.,
a California corporation (the “Guarantor”)and
The Bank of New York, a New York banking corporation, as trustee (the “Trustee”).


 


RECITALS


 


The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its
subordinated unsecured debentures, notes, bonds or other evidences of
indebtedness to be issued in one or more series unlimited as to principal
amount (herein called the “Debt Securities”), to bear such rates of interest,
to mature at such time or times, to be issued in one or more series and to have
such other provisions as shall be fixed as hereinafter provided.  All things necessary to make this Indenture a
valid agreement of the Company, in accordance with its terms, have been done.


 


For value received, the Guarantor has duly authorized
the execution and delivery of this Indenture to provide for the issuance of the
Guarantees by it with respect to the Debt Securities as set forth in this
Indenture.


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE
WITNESSETH


 


That in order to declare the terms and conditions
upon which the Debt Securities are authenticated, issued and delivered, and in
consideration of the premises, and of the purchase and acceptance of the Debt
Securities by the holders thereof, the Company, the Guarantor and the Trustee
covenant and agree with each other, for the benefit of the respective Holders
from time to time of the Debt Securities or any series thereof, as follows:


 


ARTICLE I


DEFINITIONS AND INCORPORATION BY
REFERENCE


 


Section 1.01  Definitions.


 


The terms defined in this Section (except as in
this Indenture otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture, any Company Order, any Board
Resolution, and any indenture supplemental hereto shall have the respective
meanings specified in this Section. All other terms used in this Indenture which
are defined in the Trust Indenture Act of 1939, as amended, or which are by
reference in such Act defined in the Securities Act of 1933, as amended (except
as herein otherwise expressly provided or unless the context otherwise
requires), shall have the meanings assigned to such terms in the TIA and in
said Securities Act as in force at the date of the execution of this
instrument.


 


“Affiliate”
of any specified Person means any Person directly or indirectly controlling or
controlled by, or under direct or indirect common control with, such specified
Person.  For


 


1





















 


purposes
of this definition, control of a Person shall mean the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise.  The Trustee may request and may conclusively
rely upon an Officers’ Certificate to determine whether any Person is an
Affiliate of any specified Person.


 


“Agent” means
any Registrar or paying agent.


 


“Attributable Indebtedness”, when used with respect to any Sale/Leaseback Transaction, means, as at
the time of determination, the present value (discounted at a rate equivalent
to the Company’s then current weighted average cost of funds for borrowed money
as at the time of determination, compounded on a semiannual basis) of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in such Sale/Leaseback Transaction (including any period for
which such lease can be extended).


 


“Authorized Newspaper” means a newspaper in an official language of the place of publication
or in the English language, customarily published at least once a day, and
customarily published for at least five days in each calendar week whether or
not published on days that are Legal Holidays in the place of publication, and
of general circulation in such city or cities specified pursuant to Section 2.06
with respect to the Debt Securities of any series.  Where successive publications are required to
be made in Authorized Newspapers, the successive publications may be made in
the same or in different newspapers in the same city meeting the foregoing
requirements and in each case on any Business Day in such city.


 


“Bankruptcy Law”
means title 11, U.S. Code or any similar federal or state law for the relief of
debtors.


 


“Bank Indebtedness” means any and all amounts payable under or in respect of any note,
loan or credit agreement with a banking institution, including principal,
premium (if any), interest (including interest accruing on or after the filing
of any petition in bankruptcy or for reorganization relating to the Company
whether or not a claim for post-filing interest is allowed in such
proceedings), fees, charges, expenses, reimbursement obligations, guarantees
and all other amounts payable thereunder or in respect thereof.


 


“Bearer Holder”
means, with respect to any Bearer Security or Coupon, the bearer thereof.


 


“Bearer Security” means any Debt Security (with or without Coupons), title to which
passes by delivery only, but does not include any Coupons.


 


“Board of Directors” means, when used with reference to the Company or the Guarantor,
either the board of directors of the Company or the Guarantor, as the case may
be, or any authorized committee of such board of directors of the Company or
the Guarantor.


 


“Board Resolution” means, when used with reference to the
Company or the Guarantor, a copy of one or more resolutions, certified by the
Secretary or an assistant Secretary of the Company or the Guarantor, as the
case may be, to have been duly adopted by its respective Board of Directors and
to be in full force and effect on the date of such certification delivered to
the Trustee.


 


“Business Day”
means any day other than a Legal Holiday.


 


2





















 


“Capital Stock”
of any Person means and includes any and all shares, rights to purchase,
warrants or options (whether or not currently exercisable), participation or
other equivalents of or interests in (however designated) the equity (which
includes, but is not limited to, common stock, preferred stock and partnership
and joint venture interests) of such Person (excluding any debt securities that
are convertible into, or exchangeable for, such equity).


 


“Capitalized Lease Obligation” of any Person means any obligation of such Person to pay rent or other
amounts under a lease of property, real or personal, that is required to be
capitalized for financial reporting purposes in accordance with GAAP; and the
amount of such obligation shall be the capitalized amount thereof determined in
accordance with GAAP.


 


“Common Equity”
of any Person means and includes all Capital Stock of such Person that is
generally entitled to (i) vote in the election of directors of such
Person, or (ii) if such Person is not a corporation, vote or otherwise
participate in the selection of the governing body, partners, managers or
others that will control the management and policies of such Person.


 


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


 


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


 


“Consolidated Net Tangible Assets” means, for the Company and its Restricted
Subsidiaries on a consolidated basis determined in accordance with GAAP, the
aggregate amounts of assets (less depreciation and valuation reserves and other
reserves and items deductible from gross book value of specific asset accounts
under GAAP) that would be included on a balance sheet after deducting therefrom
(a) all liability items except deferred income taxes, commercial paper,
short term bank indebtedness, Funded Indebtedness, other long-term liabilities
and shareholders’ equity and (b) all goodwill, trade names, trademarks,
patents, unamortized debt discount and expense and other like intangibles.


 


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


 


“Coupon Security” means any Bearer Security authenticated and delivered with one or more
Coupons appertaining thereto.


 


“Currency”
means Dollars or Foreign Currency.


 


“Currency Hedge Obligations” means, at any time as to any Person, the obligations of such Person
at such time that were incurred in the ordinary course of business pursuant to
any foreign currency exchange agreement, option or futures contract or other
similar agreement or arrangement designed to protect against or manage such
Person’s or any of its Subsidiaries’ exposure to fluctuations in foreign
currency exchange rates.


 


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


 


3





















 


“Debt Security” or “Debt Securities” has the meaning stated in the first recital
of this Indenture and more particularly means any debt security or debt
securities, as the case may be of any series authenticated and delivered under
this Indenture.


 


“Default”
means any event, act or condition that is, or after notice or the passage of
time or both would be, an Event of Default.


 


“Depositary”
means, unless otherwise specified by the Company pursuant to either Section 2.06
or 2.18, with respect to Registered Debt Securities of any series issuable or
issued in whole or in part in the form of one or more Global Securities, The
Depository Trust Company, New York, New York, another clearing agency or any
successor thereto registered as a clearing agency under the Exchange Act or
other applicable statute or regulations.


 


“Designated Senior Indebtedness” means any Senior Indebtedness which, at the
date of determination, has an aggregate principal amount outstanding of, or
under which, at the date of determination, the holders thereof are committed to
lend up to, at least $100 million and is specifically designated by the Company
in the instrument evidencing or governing such Senior Indebtedness as “Designated
Senior Indebtedness” for purposes of this Indenture and has been designated as “Designated
Senior Indebtedness” for purposes of this Indenture in an Officers’ Certificate
received by the Trustee.


 


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


 


“Dollar Equivalent” means, with respect to any monetary amount in a Foreign Currency, at
any time for the determination thereof, the amount of Dollars obtained by
converting such Foreign Currency involved in such computation into Dollars at
the spot rate for the purchase of Dollars with the applicable Foreign Currency
as quoted by The Bank of New York (unless another comparable financial
institution is designated by the Company) in New York, New York at
approximately 11:00 a.m. (New York City time) on the date two business
days prior to such determination.


 


“Euro” means
the currency introduced at the start of the third stage of European economic
and monetary union pursuant to the Treaty establishing the European Union, as
amended by the Treaty on European Union and the Treaty of Amsterdam.


 


“European Union”
means the European Community, the European Coal and Steel Community and the
European Atomic Energy Community, or their successors in the European Union.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and any successor
statute.


 


“Floating Rate Security” means a Debt Security that provides for the payment of interest at a
variable rate determined periodically by reference to an interest rate index
specified pursuant to Section 2.06.


 


“Foreign Currency” means a currency issued by the government of any country other than
the United States, or a composite currency the value of which is determined by
reference to the values of the currencies of any group of countries.


 


4





















 


“Funded Indebtedness” means all Indebtedness (including Indebtedness incurred under any
revolving credit, letter of credit or working capital facility) that matures by
its terms, or that is renewable at the option of any obligor thereon to a date,
more than one year after the date on which such Indebtedness is originally
incurred.


 


“GAAP” means
generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
may be approved by a significant segment of the accounting profession of the
United States, as in effect on the date on which the Debt Securities of the
applicable series are issued.


 


“Global Security” means with respect to any series of Debt Securities issued hereunder,
a Debt Security which is executed by the Company and authenticated and
delivered by the Trustee to the Depositary or pursuant to the Depositary’s
instruction, all in accordance with this Indenture and any Indentures supplemental
hereto, or resolution of the Board of Directors and set forth in an Officers’
Certificate, which shall be registered in the name of the Depositary or its
nominee and which shall represent, and shall be denominated in an amount equal
to the aggregate principal amount of, all the Outstanding Debt Securities of
such series or any portion thereof, in either case having the same terms,
including, without limitation, the same original issue date, date or dates on
which principal is due and interest rate or method of determining interest.


 


“Guarantee”
means any guarantee of the Guarantor endorsed on a Debt Security authenticated
and delivered pursuant to this Indenture and shall include the guarantees set
forth in Section 2.05.


 


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


 


“Guarantor Indebtedness Ranking
Junior to the Guarantee of the Debt Securities” means, with respect to the Debt Securities of
any particular series, any Indebtedness, whether outstanding on the date of the
execution of this Indenture or thereafter created, assumed or incurred, to the
extent such Indebtedness by it terms ranks junior to and not pari passu with or
prior to the Guarantee of the Debt Securities (and any other Guarantor
Indebtedness Ranking on a Parity with the Guarantee of the Debt Securities) in
right of payment upon the happening of the dissolution, winding-up, liquidation
or reorganization of the Guarantor.  The
securing of any Indebtedness otherwise constituting Guarantor Indebtedness
Ranking Junior to the Guarantee of the Debt Securities shall not be deemed to
prevent such Indebtedness from constituting Guarantor Indebtedness Ranking
Junior to the Guarantee of the Debt Securities.


 


“Guarantor Indebtedness Ranking on
a Parity with the Guarantee of the Debt Securities” means, with respect to the Debt Securities
of any particular series, Indebtedness, whether outstanding on the date of
execution of this Indenture or thereafter created, assumed or incurred, to the
extent such Indebtedness specifically by its terms ranks pari passu with and
prior to the Guarantee of the Debt Securities in the right of payment upon the
happening of the dissolution, winding-up, liquidation or reorganization of the
Guarantor.  The securing of any
Indebtedness otherwise constituting Guarantor Indebtedness Ranking as a Parity
with the Guarantee of the Debt Securities shall not be deemed to prevent such
Indebtedness from constituting Guarantor Indebtedness Ranking on a Parity with
the Guarantee of the Debt Securities.


 


5





















 


“Guarantor Request” and “Guarantor Order” mean, respectively, a written request or order, as
the case may be, signed in the name of the Guarantor by the Chairman of the
Board, a Vice Chairman, the President or a Vice President, and by the Treasurer
or an Assistant Treasurer, the Secretary or an Assistant Secretary, of the
Guarantor and delivered to the Trustee.


 


“Guarantor Senior Indebtedness” means, with respect to the securities of any
particular series, all Indebtedness of the Guarantor, whether outstanding on
the date of execution of this Indenture or thereafter created, assumed or
incurred, except the Guarantor’s obligations under the Guarantee in respect of
the Debt Securities of such series, Guarantor Indebtedness Ranking on a Parity
with the Guarantee of the Debt Securities or Guarantor Indebtedness Ranking
Junior to the Guarantee of the Debt Securities.


 


“Hedging Obligations” of any Person means the obligations of such Person pursuant to any
Currency Hedge Obligations, Interest Rate Hedging Agreements or Oil and Gas
Hedging Contracts.


 


“Holder,” “Holder of Debt Securities” or other similar terms means, with respect
to a Registered Security, the Registered Holder and, with respect to a Bearer
Security or a Coupon, the Bearer Holder.


 


“Indebtedness”
of any Person at any date means, without duplication, (i) all indebtedness
of such Person for borrowed money (whether or not the recourse of the lender is
to the whole of the assets of such Person or only to a portion thereof), (ii) all
obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments, (iii)  all obligations of such Person in respect of
letters of credit or other similar instruments (or reimbursement obligations
with respect thereto), other than standby letters of credit incurred by such
Person in the ordinary course of business, (iv) all obligations of such
Person to pay the deferred and unpaid purchase price of property or services,
except trade payables and accrued expenses incurred in the ordinary course of
business, (v) all Capitalized Lease Obligations of such Person, (vi) all
Indebtedness of others secured by a Lien on any asset of such Person, whether
or not such Indebtedness is assumed by such Person, (vii) all Indebtedness
of others guaranteed by such Person to the extent of such guarantee and (viii) all
Hedging Obligations of such Person.


 


“Indenture”
means this instrument as originally executed, or, if amended or supplemented as
herein provided, as so amended or supplemented and shall include the form and
terms of particular series of Debt Securities as contemplated hereunder,
whether or not a supplemental Indenture is entered into with respect thereto.


 


“Interest”
includes, when used with respect to a Bearer Security, any additional interest
payable on such Bearer Security pursuant to Section 3.02 or 4.07 and, when
used with respect to any Original Issue Discount Security which by its terms
bears interest only after Stated Maturity, means interest payable after
maturity (whether at Stated Maturity, upon acceleration or redemption or
otherwise) or after the date, if any, on which the Company becomes obligated to
acquire a Debt Security, whether by purchase or otherwise.


 


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


 


6





















 


“Legal Holiday”
means a Saturday, Sunday or a day on which banking institutions are not
authorized or obligated to be open.


 


“Lien” means,
with respect to any asset, any mortgage, lien, pledge, charge, security interest
or encumbrance of any kind in respect of such asset (including, without
limitation, any production payment, advance payment or similar arrangement with
respect to minerals in place), whether or not filed, recorded or otherwise
perfected under applicable law.  For the
purposes of this Indenture, the Company or any Restricted Subsidiary shall be
deemed to own subject to a Lien any asset which it has acquired or holds
subject to the interest of a vendor or lessor under any conditional sale
agreement, Capitalized Lease Obligation (other than any Capitalized Lease
Obligation relating to any building, structure, equipment or other property
used or to be used in the ordinary course of business of the Company, the
Guarantor and the Restricted Subsidiaries) or other title retention agreement
relating to such asset the right of set-off, whether by operation of law or by
contract, does not constitute a Lien unless there is a related obligation to
maintain a deposit of cash or other assets in respect of which such right of
set-off may be exercised.


 


“Net Proceeds”
means, with respect to any Sale/Leaseback Transaction entered into by the
Company, the Guarantor or any Restricted Subsidiary, the aggregate net proceeds
received by the Company, the Guarantor or such Restricted Subsidiary from such
Sale/Leaseback Transaction after payment of expenses, taxes, commissions and
similar amounts incurred in connection therewith, whether such proceeds are in
cash or in property (valued at the fair market value thereof at the time of
receipt, as determined by the Board of Directors).


 


“Officer”
means the Chairman of the Board President, the Treasurer, any Assistant
Treasurer, Controller, or any Vice President or Assistant Vice President of a
Person.


 


“Officers’ Certificate” means a certificate signed by an Officer and by the Secretary or
Assistant or Attesting Secretary of the Company or the Guarantor, as
applicable.  Each such certificate shall
include the statements provided for in Section 13.05, if and to the extent
required by the provisions thereof.


 


“Oil and Gas Hedging Contracts” means any oil and gas purchase or hedging
agreement, and other agreement or arrangement, in each case, that is designed
to provide protection against oil and gas price fluctuations.


 


“Opinion of Counsel” means a written opinion from legal counsel who is reasonably
acceptable to the Trustee.  The counsel
may be an employee of or counsel to the Company or the Guarantor.


 


“Original Issue Discount Debt Security” means any Debt Security which provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section 6.01.


 


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


 


(a) Debt Securities of that series theretofore
canceled by the Trustee or delivered to the Trustee for cancellation;


 


7





















 


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


 


(c) Debt Securities of that series which have
been paid pursuant to Section 2.12 or in exchange for or in lieu of which
other Debt Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Debt Securities in respect of which there shall
have been presented to the Trustee proof satisfactory to it that such Debt
Securities are held by a bona fide purchaser in whose hands such Debt
Securities are valid obligations of the Company and the Guarantor; provided, however, that in determining
whether the Holders of the requisite principal amount of the Outstanding Debt
Securities of any series have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Debt Securities owned by the
Company, the Guarantor or any other obligor upon the Debt Securities or any
Affiliate of the Company, the Guarantor or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Debt
Securities which an officer of the Trustee actually knows to be so owned shall
be so disregarded. Debt 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
Debt Securities and that the pledgee is not the Company, the Guarantor or any
other obligor upon the Debt Securities or an Affiliate of the Company, the
Guarantor or of such other obligor. In determining whether the Holders of the
requisite principal amount of Outstanding Debt Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
the principal amount of an Original Issue Discount Debt Security that shall be
deemed to be Outstanding for such purposes shall be the amount of the principal
thereof that would be due and payable as of the date of such determination upon
a declaration of acceleration of the maturity thereof pursuant to Section 6.01.
In determining whether the Holders of the requisite principal amount of the
Outstanding Debt Securities of any series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of a Debt Security denominated in one or more Foreign Currencies or
currency units that shall be deemed to be Outstanding for such purposes shall
be the Dollar Equivalent, determined in the manner provided as contemplated by Section 2.06
on the date of original issuance of such Debt Security, of the principal amount
(or, in the case of any Original Issue Discount Security, the Dollar Equivalent
on the date of original issuance of such Security of the amount determined as
provided in the preceding sentence above) of such Debt Security.


 


“Pari Passu”
as applied to the ranking of any Indebtedness of a Person in relation to other
Indebtedness of such Person, means that each such Indebtedness either (a) is
not subordinate in right of payment to any Indebtedness or (b) is
subordinate in right of payment to the same Indebtedness as is the other, and
is so subordinate to the same extent, and is not subordinate in right of
payment to each other or to any Indebtedness as to which the other is not so
subordinate.


 


“Person”
means any individual, corporation, partnership, joint venture, incorporated or
unincorporated association, joint-stock company, trust, unincorporated
organization or government or other agency or political subdivision thereof or
other entity of any kind.


 


8





















 


“Place of Payment” means, when used with respect to the Debt Securities of any series,
the place or places where the principal of, and premium, if any, and interest
on, the Debt Securities of that series are payable as specified pursuant to Section 2.06.


 


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


 


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


 


“Registered Holder” means the Person in whose name a Registered Security is registered in
the Debt Security Register (as defined in Section 2.10(a)).


 


“Registered Security” means any Debt Security registered as to principal and interest in the
Debt Security Register (as defined in Section 2.10(a)).


 


“Registrar”
has the meaning set forth in Section 2.10(a).


 


“Representative”
means the trustee, agent or representative (if any) for an issue of Senior
Indebtedness.


 


“Restricted Subsidiary” means each of the existing Subsidiaries of the Company and any
Subsidiary of the Company that is a successor corporation of any of the
existing Subsidiaries.  The status of any
Subsidiary of the Company as a Restricted Subsidiary shall continue, so long as
it is a Subsidiary of the Company.


 


“SEC” means
the Securities and Exchange Commission.


 


“Securities Act”
means the Securities Act of 1933, as amended, and any successor statute.


 


“Senior Indebtedness” means, as to any series of Debt Securities subordinated pursuant to
the provisions of Article XII, the Indebtedness of the Company identified
as Senior Indebtedness in the resolution of the Board of Directors and
accompanying Officers’ Certificate or supplemental Indenture setting forth the
terms, including as to Subordination, of such series, which may include all
indebtedness of the Company, whether outstanding on the date hereof or
hereafter created, incurred or assumed, which is for money borrowed, or
evidenced by a note or similar instrument.


 


“Stated Maturity” means, with respect to any Debt Security, the date specified in such
Debt Security as the fixed date on which the payment of principal of such Debt
Security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
Debt Security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has
occurred).


 


“Subsidiary”
of any Person means any corporation of which at least a majority of the
aggregate voting power of all classes of the Common Equity is owned by such
Person directly or


 


9





















 


through
one or more other Subsidiaries of such Person, and any entity other than a
corporation in which such Person, directly or indirectly, owns at least a
majority of the Common Equity of such entity.


 


“TIA” means
the Trust Indenture Act of 1939, as amended, as in effect on the date of this
Indenture as originally executed and, to the extent required by law, as
amended.


 


“Trustee”
initially means The Bank of New York and any other Person or Persons appointed
as such from time to time pursuant to Section 7.08, and, subject to the
provisions of Article VII, includes its or their successors and
assigns.  If at any time there is more
than one such Person, “Trustee” as used with respect to the Debt Securities of
any series shall mean the Trustee with respect to the Debt Securities of that
series.


 


“Trust Officer”
means any officer or assistant officer of the Trustee assigned by the Trustee
to administer its corporate trust matters.


 


“United States”
means the United States of America (including the States and the District of
Columbia), its territories, its possessions and other areas subject to its
jurisdiction.


 


“United States Alien” means any Person who, for United States Federal income tax purposes,
is a foreign corporation, a nonresident alien individual, a nonresident alien
fiduciary of a foreign estate or trust, or a foreign partnership one or more
members of which is, for United States Federal income tax purposes, a foreign
corporation, a nonresident alien individual or a nonresident alien fiduciary of
a foreign estate or trust.


 


“U.S. Government Obligations” means direct obligations of the United States, obligations on which
the payment of principal and interest is fully guaranteed by the United States
or obligations or guarantees for the payment of which the full faith and credit
of the United States is pledged.


 


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


 


Section 1.02  Other
Definitions.


 


	
  Term

  	
   

  	
  Defined in Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Debt Security Register”.

  	
   

  	
  2.10

  	
   

  
	
  “Defaulted Interest”

  	
   

  	
  2.20

  	
   

  
	
  “Designated Currency”

  	
   

  	
  2.21

  	
   

  
	
  “Determination Notice”

  	
   

  	
  3.02

  	
   

  
	
  “Event of Default”

  	
   

  	
  6.01

  	
   

  
	
  “Registrar”

  	
   

  	
  2.10

  	
   

  
	
  “Successor Company”

  	
   

  	
  10.01

  	
   

  



 


Section 1.03  Incorporation
by Reference of TIA.  Whenever this Indenture refers to a provision
of the TIA, the provision is incorporated by reference in and made a part of
this Indenture.


 


10





















 


Section 1.04  Rules of
Construction.  Unless the context otherwise requires:


 


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


 


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


 


(c)  “or” is not exclusive;


 


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


 


(e) provisions apply to successive events and
transactions.


 


(f) unsecured Indebtedness shall not be deemed
to be subordinate or junior to Secured Indebtedness merely by virtue of its
nature as unsecured Indebtedness; and


 


(g) the principal amount of any noninterest
bearing or other discount security at any date shall be the principal amount
thereof that would be shown on a balance sheet of the issuer dated such date prepared
in accordance with GAAP.


 


Section 1.05. Compliance
Certificates and Opinions.  Upon any application or request
by the Company or the Guarantor to the Trustee to take any action under any
provision of this Indenture, the Company or the Guarantor shall furnish to the
Trustee an Officers’ Certificate of the Company and the Guarantor stating that
all conditions precedent, if any, provided for in this Indenture relating to
the proposed action have been complied with and an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have
been complied with, except that in the case of any such application or request
as to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished.


 


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


 


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


 


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


 


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


 


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


 


11





















 


ARTICLE II


DEBT SECURITIES


 


Section 2.01. Forms Generally.  The
Debt Securities and Coupons, if any, of each series and any notations thereon
relating to the Guarantees shall be in substantially the form set forth in this
Article, or in such other form or forms as shall be established by or pursuant
to a Board Resolution of the Company with respect to the Debt Securities or the
Guarantor with respect to the notations relating to the Guarantees or in one or
more Indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as the
Company or the Guarantor may deem appropriate (and, if not contained in a
supplemental Indenture entered into in accordance with Article IX, as are
not prohibited by the provisions of this Indenture) or as may be required or
appropriate to comply with any law or with any rules made pursuant thereto
or with any rules of any securities exchange on which such series of Debt
Securities may be listed, or to conform to general usage, or as may,
consistently herewith, be determined by the officers executing such Debt
Securities and Coupons, as evidenced by their execution of the Debt Securities
and Coupons or Guarantees.  If the form
or forms of Debt Securities of any series or Guarantees is established by
action taken pursuant to a Board Resolution of the Company (with respect to the
Debt Securities) and the Guarantor (with respect to the Guarantees), either an
Officers’ Certificate of the Company and the Guarantor shall certify that such
action shall have been duly taken or a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company or the Guarantor, as applicable, and, in either case, delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section 2.08
for the authentication and delivery of such Debt Securities.


 


The definitive Debt Securities of each series,
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 Debt Securities, Coupons and
Guarantees, as evidenced by their execution of such Debt Securities, Coupons
and Guarantees.


 


The forms of Global Securities of any series shall
have such provisions and legends as are customary for Debt Securities of such
series in global form, including without limitation any legend required by the
Depositary for the Debt Securities of such series.


 


The Trustee’s Certificates of Authentication and the
Form of Guarantee shall be in substantially the form set forth in this Article II.


 


Each Bearer Security and each Coupon shall bear a
legend substantially to the following effect: “Any United States Person who
holds this obligation will be subject to limitations under the United States
Federal income tax laws, including the limitations provided in Sections 165(j)
and 1287(a) of the Internal Revenue Code.”


 


Section 2.02. Form of
Face of Security.


 


[If the Debt Security is an Original Issue Discount Security, insert – FOR PURPOSES
OF SECTION 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS
AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS                   ,
THE ISSUE DATE IS                   ,
20 [AND] [,] THE YIELD TO MATURITY IS [                  ,]


 


12





















 


[AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT
ACCRUAL PERIOD IS                    AND THE METHOD USED TO DETERMINE THE YIELD
THEREFOR IS                   ]]


 


[Insert any other legend required by the United
States Internal Revenue Code or the regulations thereunder].


 


[If a Global Security, — insert legend required by Section 2.18
of the Indenture] [If applicable, insert — UNLESS THIS SECURITY IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]


 


WARREN RESOURCES, INC.


 


	
  No.

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  CUSIP No.

  	
   

  



 


WARREN RESOURCES, INC., a Maryland corporation
(herein called the “Company”, which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to                                     ,
or registered assigns, the principal sum of                                                             Dollars
on                                                             [If
the Debt Security is to bear interest prior to Stated Maturity, insert — , and
to pay interest thereon from                     or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on           and
          in each year,
commencing           , at the
rate of     % per annum, until the principal hereof is paid
or made available for payment. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Debt Security (or one or
more Predecessor Debt Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the      or     
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such regular
record date and may either be paid to the Person in whose name this Debt
Security (or one or more Predecessor Debt Securities) is registered at the
close of business on a special record date for the payment of such Defaulted
Interest to be filled by the Trustee, notice whereof shall be given to Holders
of Debt Securities of this series not less than 10 days prior to such special
record date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Debt Securities
of this series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture].


 


13





















 


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


 


[If a Global Security, insert — Payment of the
principal of (and premium, if any) and [if applicable, insert — any such]
interest on this Debt Security by transfer of immediately available funds to a
bank account in           designated
by the Holder in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts
[state other currency].]


 


[If a Definitive Security, insert — Payment of the
principal of (and premium, if any) and [if applicable, insert — any such]
interest on this Debt Security will be made at the office or agency of the
Company maintained for that purpose in           ,
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts] [state other
currency] [or subject to any laws or regulations applicable thereto and to the
right of the Company (as provided in the Indenture) to rescind the designation
of any such Paying Agent, at the [main] offices of           in          and          in
          , or at such other
offices or agencies as the Company may designate, by [United States Dollar]
[state other currency] check drawn on, or transfer to a [United States Dollar]
account maintained by the payee with, a bank in The City of New York (so long
as the applicable Paying Agency has received proper transfer instructions in
writing at least [ ] days prior to the payment date)] [if applicable, insert — ;
provided, however, that payment
of interest may be made at the option of the Company by [United States Dollar]
[state other currency] check mailed to the addresses of the Persons entitled
thereto as such addresses shall appear in the Security Register] [or by
transfer to a [United States Dollar] [state other currency] account maintained
by the payee with a bank in The City of New York [state other Place of Payment]
(so long as the applicable Paying Agent has received proper transfer
instructions in writing by the Record Date prior to the applicable Interest
Payment Date)].]


 


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


 


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


 


14





















 


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


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
  WARREN RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


Section 2.03. Form of
Reverse of Security.


 


This Debt Security is one of a duly authorized issue
of subordinated securities of the Company (herein called the “Debt Securities”),
issued and to be issued in one or more series under an Indenture, dated as of [
] (herein called the “Indenture”), among the Company, Warren Resources of
California, Inc., a California corporation (herein called the “Guarantor,”
which term includes any successor guarantor under the Indenture), and The Bank
of New York (herein called the “Trustee,” which term includes any successor
trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement, of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Guarantor, the Trustee and the Holders of the Debt Securities
and of the terms upon which the Debt Securities and the Guarantees (as defined
below) are, and are to be, authenticated and delivered. This Debt Security is
one of the series designated on the face hereof [, limited in aggregate
principal amount to $          ].


 


The Securities are senior unsecured obligations of
the Company and are guaranteed pursuant to guarantees (the “Guarantees”) by the
Guarantor. Each of the Guarantees is a senior unsecured obligation of the
Guarantor. Certain limitations to the obligations of the Guarantor are set
forth in further detail in the Indenture. References herein to the Indenture or
the Debt Securities shall be deemed also to refer to the Guarantees set forth
in the Indenture except where the context otherwise requires.


 


[If applicable, insert — The Debt Securities of this
series are subject to redemption upon not less than     
days’ notice by mail, [if applicable, insert, — (1) on                     in
any year commencing with the year       and ending
with the year      through operation of the sinking
fund for this series at a Redemption Price equal to 100% of the principal
amount, and (2)] at any time [on or after           ,
20    ], as a whole or in part, at the election of the
Company, at the following Redemption Prices (expressed as percentages of the
principal amount): If redeemed [on or before                  ,     %,
and if redeemed] during the 12-month period beginning            of
the years indicated,


 


	
  Year

  	
   

  	
  Redemption

  Price

  	
   

  	
  Year

  	
   

  	
  Redemption

  Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


and thereafter at a Redemption Price equal to      %
of the principal amount, together in the case of any such redemption [if
applicable, insert — (whether through operation of the sinking fund or


 


15





















 


otherwise)] with accrued interest to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to such Redemption Date will
be payable to the Holders of such Debt Securities, or one or more Predecessor
Debt Securities, of record at the close of business on the relevant Record Dates
referred to on the face hereof, all as provided in the Indenture.]


 


[If applicable, insert — The Debt Securities of this
series are subject to redemption upon not less than      
nor more than      days’ notice by mail, (1) on      in
any year commencing with the year      and ending with
the year      through operation of the sinking fund
for this series at the Redemption Prices for redemption through operation of
the sinking fund (expressed as percentages of the principal amount) set forth
in the table below, and (2) at anytime [on or after           ],
as a whole or in part, at the election of the Company, at the Redemption Prices
for redemption otherwise than through operation of the sinking fund (expressed
as percentages of the principal amount) set forth in the table below: If
redeemed during the 12-month period beginning                of
the years indicated,


 


	
  Year

  	
   

  	
  Redemption Price for Redemption
  Through

  Operation of the Sinking Fund

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


and thereafter at a Redemption Price equal to       %
of the principal amount, together in the case of any such redemption (whether
through operation of the sinking fund or otherwise) with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Debt
Securities, or one or more Predecessor Debt Securities, of record at the close
of business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]


 


[If applicable, insert — Notwithstanding the
foregoing, the Company may not, prior to             , redeem any Debt Securities of this series
as contemplated by [Clause (2) of] the preceding paragraph as a part of,
or in anticipation of, any refunding operation by the application, directly or
indirectly, of monies borrowed having an interest cost to the Company
(calculated in accordance with generally accepted financial practice) of less
than       % per annum.]


 


 [If
applicable, insert — The sinking fund for this series provides for the
redemption on             in each year beginning with the year       and ending with the year       of [not less than] $            [(“mandatory sinking fund”) and not more than
$            ] aggregate principal amount of Debt
Securities of this series. [Debt Securities of this series acquired or redeemed
by the Company otherwise than through [mandatory] sinking fund payments may be
credited against subsequent [mandatory] sinking fund payments otherwise
required to be made – in the inverse order in which they become due.]


 


[If the Debt Securities are subject to redemption in
part of any kind, insert — In the event of redemption of this Debt Security in
part only, a new Debt Security or Debt Securities of this series for the
unredeemed portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.]


 


[If applicable, insert — The Debt Securities of this
series are not redeemable prior to Stated Maturity.]


 


16





















 


[If the Debt Security is not an Original Issue
Discount Security, — If an Event of Default with respect to Debt Securities of
this series shall occur and be continuing, the principal of the Debt Securities
of this series may be declared due and payable in the manner and with the
effect provided in the Indenture.]


 


[If the Debt Security is an Original Issue Discount
Security, — If an Event of Default with respect to Debt Securities of this
series shall occur and be continuing, an amount of principal of the Debt Securities
of this series may be declared due and payable in the manner and with the
effect provided in the Indenture. Such amount shall be equal to — insert
formula for determining the amount. Upon payment (i) of the amount of
principal so declared due and payable and (ii) of interest on any overdue
principal and overdue interest (in each case to the extent that the payment of
such interest shall be legally enforceable), all of the Company’s and the
Guarantor’s obligations in respect of the payment of the principal of and
interest, if any, on the Debt Securities of this series shall terminate.]


 


The Debt Securities are subordinated to Senior
Indebtedness (as such term is defined in the Indenture) on the terms and
conditions set forth in the Indenture.


 


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


 


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


 


[If a Global Security, insert — This Global Security
or portion hereof may not be exchanged for Definitive Securities of this series
except in the limited circumstances provided in the Indenture.


 


The holders of beneficial interests in this Global
Security will not be entitled to receive physical delivery of Definitive
Securities except as described in the Indenture and will not be considered the
Holders thereof for any purpose under the Indenture.]


 


[If a Definitive Security, insert — As provided in
the Indenture and subject to certain limitations therein set forth, the
transfer of this Debt Security is registrable in the Security Register, upon
surrender of this Debt Security for registration of transfer at the office or
agency of the Company in [if applicable, insert — any place where the principal
of and any premium and interest on this Debt Security are payable] [if
applicable, insert — The City of New York[, or, subject to any laws or
regulations applicable thereto and to the right of the Company (limited as


 


17





















 


provided
in the Indenture) to rescind the designation of any such transfer agent, at the
[main] offices of in and in or at such other offices or agencies as the Company
may designate]], duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Debt Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.]


 


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


 


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


 


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


 


No recourse under or upon any obligation, covenant
or agreement of or contained in the Indenture or of or contained in any Debt
Security, or for any claim based thereon or otherwise in respect thereof, or in
any Debt Security, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company, the Guarantor or of
any successor Person, either directly or through the Company, the Guarantor or any
successor Person, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment, penalty or otherwise; it being
expressly understood that all such liability is hereby expressly waived and
released by the acceptance hereof and as a condition of, and as part of the
consideration for, the Debt Securities and the execution of the Indenture.


 


The Indenture provides that the Company and the
Guarantor (a) will be discharged from any and all obligations in respect
of the Debt Securities (except for certain obligations described in the
Indenture), or (b) need not comply with certain restrictive covenants of
the Indenture, in each case if the Company deposits, in trust, with the Trustee
money or U.S. Government Obligations (or a combination thereof) which through
the payment of interest thereon and principal thereof in accordance with their
terms will provide money, in an amount sufficient to pay all the principal of
and interest on the Debt Securities, but such money need not be segregated from
other funds except to the extent required by law.


 


All terms used in this Debt Security which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.


 


The Debt Securities are governed by the laws of The
State of New York.


 


18





















 


Section 2.04. Form of Trustee’s Certificate of Authentication.


 


The Trustee’s Certificate of Authentication on all
Debt Securities authenticated by the Trustee shall be in substantially the
following form:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Debt Securities of the series
designated therein referred to in the within-mentioned Indenture.


 


	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
  As Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  	
   

  



 


Section 2.05.                         Form of Guarantee.  The
notation on Debt Securities relating to the Guarantee shall be in substantially
the following form:


 


NOTATION ON SECURITY


RELATING TO GUARANTEE


 


The Guarantor (which term includes any
successor Person in such capacity under the Indenture), has fully,
unconditionally and absolutely guaranteed, to the extent set forth in the
Indenture and subject to the provisions in the Indenture, the due and punctual
payment of the principal of, and premium, if any, and interest on the Debt
Securities and all other amounts due and payable under the Indenture and the
Debt Securities by the Company.


 


The obligations of the Guarantor to the Holders of
Debt Securities and to the Trustee pursuant to the Guarantees and the Indenture
are expressly set forth in Article XII of the Indenture and reference is
hereby made to the Indenture for the precise terms of the Guarantee.


 


	
   

  	
  Guarantor:

  
	
   

  	
   

  
	
   

  	
  WARREN RESOURCES OF CALIFORNIA, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


Section 2.06. Principal Amount; Issuable in Series.  The aggregate
principal amount of Debt Securities which may be issued, executed,
authenticated, delivered and outstanding under this Indenture is unlimited.


 


The Debt Securities may be issued in one or more
series.  There shall be established,
without the approval of any Holders, in or pursuant to a Board Resolution of
the Company and set forth in an Officers’ Certificate of the Company, or
established in one or more Indentures supplemental hereto, prior to the
issuance of Debt Securities of any series any or all of the following:


 


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


 


19





















 


(b) any limit upon the aggregate principal
amount of the Debt Securities of the series which may be authenticated and
delivered under this Indenture (except for Debt Securities authenticated and
delivered upon registration or transfer of, or in exchange for, or in lieu of,
other Debt Securities of the series pursuant to this Article II);


 


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


 


(d) the rate or rates (which may be fixed or
variable) at which the Debt Securities of the series shall bear interest, if
any, or the method or methods, if any, of determining such rate or rates, the
date or dates from which such interest shall accrue, the interest payment dates
on which such interest shall be payable, or the method by which such date will
be determined, in the case of Registered Securities, the record dates for the
determination of Holders thereof to whom such interest is payable; the notice,
if any, to Holders regarding the determination of interest on a floating rate
Debt Security and the manner of giving such notice, and the basis upon which
interest will be calculated if other than that of a 360-day year of twelve
thirty-day months;


 


(e) the right, if any, to extend the Interest
payment periods and the duration of any such extension, including the maximum
consecutive period, if any, during which Interest payment periods may be
extended;


 


(f) the place or places, if any, in addition to
or instead of the corporate trust office of the Trustee (in the case of
Registered Securities) or the principal London office of the Trustee (in the
case of Bearer Securities), where the principal of, and premium, if any, and
interest on, Debt Securities of the series shall be payable;


 


(g) the price or prices at which, the period or
periods within which and the terms and conditions upon which Debt Securities of
the series may be redeemed, in whole or in part, at the option of the Company
or otherwise;


 


(h) whether Debt Securities of the series are
to be issued as Registered Securities or Bearer Securities or both, and, if
Bearer Securities are to be issued, whether Coupons will be attached thereto,
whether Bearer Securities of the series may be exchanged for Registered
Securities of the series and vice versa, and the circumstances under which and
the places at which any such exchanges, if permitted, may be made;


 


(i) if any Debt Securities of the series are to
be issued as Bearer Securities or as one or more Global Securities representing
individual Bearer Securities of the series, whether the provisions of Sections
3.02 and 4.07 or other provisions for payment of additional interest or tax
redemptions shall apply and, if other provisions shall apply, such other provisions;  whether interest in respect of any portion of
a temporary Bearer Security of the series (delivered pursuant to Section 2.11)
payable in respect of any interest payment date prior to the exchange of such
temporary Bearer Security for definitive Bearer Securities of the series shall
be paid to any clearing organization with respect to the portion of such
temporary Bearer Security held for its account and, in such event, the terms
and conditions (including any certification requirements) upon which any such
interest payment received by a clearing organization will be credited to the
Persons entitled to interest payable on such interest payment date; and the
terms upon which a temporary Bearer Security may be exchanged for one or more
definitive Bearer Securities of the series;


 


20





















 


(j) the obligation, if any, of the Company to
redeem, purchase or repay Debt Securities of the series pursuant to any 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 and the terms
and conditions upon which Debt Securities of the series shall be redeemed,
purchased or repaid, in whole or in part, pursuant to such obligations;


 


(k) the terms, if any, upon which the Debt
Securities of the series may be convertible into or exchanged for Common Stock,
Preferred Stock (which may be represented by depositary shares), other Debt
Securities or warrants for Common Stock, Preferred Stock or Indebtedness or
other securities of any kind of the Company or any other obligor and the terms
and conditions upon which such conversion or exchange shall be effected,
including the initial conversion or exchange price or rate, the conversion or
exchange period and any other provision in addition to or in lieu of those
described herein;


 


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


 


(m) if the amount of principal of or any premium or
interest on Debt Securities of the series may be determined with reference to
an index or pursuant to a formula, the manner in which such amounts will be
determined and paid or payable;


 


(n) if the principal amount payable at the Stated
Maturity of Debt Securities of the series will not be determinable as of any
one or more dates prior to such Stated Maturity, the amount which will be
deemed to be such principal amount as of any such date for any purpose,
including the principal amount thereof which will be due and payable upon any
maturity other than the Stated Maturity or which will be deemed to be
Outstanding as of any such date (or, in any such case, the manner in which such
deemed principal amount is to be determined); and the manner of determining the
equivalent thereof in the currency of the United States for purposes of the
definition of Dollar Equivalent;


 


(o) any changes or additions to Article XI,
including the addition of additional covenants that may be subject to the covenant
defeasance option pursuant to Section 11.02(b);


 


(p) if other than such coin or Currency of the
United States as at the time of payment is legal tender for payment of public
and private debts, the coin or Currency, or Currencies or units of two or more
Currencies, in which payment of the principal of, and premium, if any, and
interest on, Debt Securities of the series shall be payable;


 


(q) if other than the principal amount thereof, the
portion of the principal amount of Debt Securities of the series which shall be
payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01
or provable in bankruptcy pursuant to Section 6.02;


 


(r) whether or not the Debt Securities of such
series shall be issued as Original Issue Discount Securities and the terms
thereof, including the portion of the principal amount thereof which shall be
payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01;


 


(s) any addition to or change in the Events of
Default with respect to the Debt Securities of the series and any change in the
right of the Trustee or the Holders to declare the principal of, and premium
and interest on, such Debt Securities due and payable;


 


21





















 


(t) if the Debt Securities of the series shall be
issued in whole or in part in the form of a Global Security or Securities, the
terms and conditions, if any, upon which such Global Security or Securities may
be exchanged in whole or in part for other individual Debt Securities in
definitive registered form; and the Depositary for such Global Security or
Securities and the form of any legend or legends to be borne by any such Global
Security or Securities in addition to or in lieu of the legend referred to in Section 2.18(a);


 


(u) any trustees, authenticating or paying agents,
transfer agents or registrars;


 


(v) the applicability of, and any addition to
or change in the covenants and definitions currently set forth in this
Indenture or in the terms currently set forth in Article X, including
conditioning any merger, conveyance, transfer or lease permitted by Article X
upon the satisfaction of an Indebtedness coverage standard by the Company and
Successor Company (as defined in Article X);


 


(w) the terms, if any, of any Guarantee of the
payment of principal of, and premium, if any, and interest on, Debt Securities
of the series and any corresponding changes to the provisions of this Indenture
as currently in effect;


 


(x) any changes or additions to Article XIV;


 


(y) with regard to Debt Securities of the series
that do not bear interest, the dates for certain required reports to the
Trustee;


 


(z) whether the Debt Securities will be issued
pursuant to a medium-term note program; and


 


(aa) any other terms of the Debt Securities of the
series (which terms shall not be prohibited by the provisions of this
Indenture).


 


All Debt Securities of any one series and the
Coupons, if any, appertaining thereto shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to
such resolution of the Board of Directors and as set forth in such Officers’
Certificate or in any such Indenture supplemental hereto.


 


Section 2.07. Execution of Debt Securities.  The
Debt Securities and the Coupons, if any, shall be signed on behalf of the
Company by its Chairman of the Board, its President, a Vice President, a
Treasurer or an Assistant Treasurer and by its Secretary or an Assistant
Secretary.  Such signatures upon the Debt
Securities and Coupons may be the manual or facsimile signatures of the present
or any future such authorized officers and may be imprinted or otherwise
reproduced on the Debt Securities and Coupons. 
The seal of the Company, if any, may be in the form of a facsimile
thereof and may be impressed, affixed, imprinted or otherwise reproduced on the
Debt Securities and Coupons.


 


Only such Debt Securities and Coupons as shall bear
thereon a certificate of authentication substantially in the form hereinbefore
recited, signed manually by the Trustee or by any authenticating agent with
respect to such Debt Securities, shall be entitled to the benefits of this
Indenture or be valid or obligatory for any purpose.  Such certificate executed by the Trustee, or
by any authenticating agent appointed by the Trustee with respect to such Debt
Securities, upon any Debt Security or Coupon executed by the Company shall be
conclusive


 


22





















 


evidence
that the Debt Security or Coupon so authenticated has been duly authenticated
and delivered hereunder.


 


In case any officer of the Company who shall have
signed any of the Debt Securities or Coupons shall cease to be such officer
before the Debt Securities or Coupons so signed shall have been authenticated and
delivered by the Trustee, or disposed of by the Company, such Debt Securities
or Coupons nevertheless may be authenticated and delivered or disposed of as
though the Person who signed such Debt Securities or Coupons had not ceased to
be such officer of the Company; and any Debt Security or Coupon may be signed
on behalf of the Company by such Persons as, at the actual date of the
execution of such Debt Security or Coupon, shall be the proper officers of the
Company, although at the date of such Debt Security or Coupon or of the
execution of this Indenture any such Person was not such officer.


 


Section 2.08. Authentication and Delivery of Debt Securities.  At
any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Debt Securities, with appropriate Coupons,
if any, of any series executed by the Company, with Guarantees endorsed thereon
by the Guarantor, to the Trustee for authentication, together with a Company
Order for the authentication, delivery of such Debt Securities and a Guarantor
Order approving the delivery of the Guarantees endorsed thereon, and the
Trustee, in accordance with such Company Order and Guarantor Order, shall
thereupon authenticate and deliver said Debt Securities, Coupons and Guarantees.  In authenticating such Debt Securities,
Coupons having such Guarantees, and accepting the additional responsibilities
under this Indenture in relation to such Debt Securities, Coupons appertaining
thereto, and Guarantees endorsed thereon, the Trustee shall be entitled to
receive, and (subject to Section 7.01) shall be fully protected in relying
upon:


 


(a) a copy of any resolution or resolutions of
the Board of Directors, certified by the Secretary or Assistant Secretary of
the Company and the Guarantor, authorizing the terms of issuance of any series
of Debt Securities, Coupons appertaining thereto and the Guarantees endorsed
thereon;


 


(b) an executed supplemental Indenture, if any;


 


(c)  an Officers’ Certificate; and


 


(d) an Opinion of Counsel prepared in
accordance with Section 13.05 which shall also state:


 


(i)                                     that the form of such Debt Securities and
Coupons, if any, and Guarantees has been established by or pursuant to a Board
Resolution of the Company and the Guarantor or by a supplemental Indenture as
permitted by Section 2.01 in conformity with the provisions of this
Indenture;


 


(ii)                                  that the terms of such Debt Securities and
Coupons, if any, and Guarantees have been established by or pursuant to a Board
Resolution of the Company and the Guarantor or by a supplemental Indenture as
permitted by Section 2.06 in conformity with the provisions of this
Indenture;


 


(iii)                               that such Debt Securities and Coupons, when
authenticated and delivered by the Trustee and issued by the Company in the
manner and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and legally binding


 


23





















 


obligations of the Company and the Guarantor,
enforceable in accordance with their terms except as the enforceability thereof
may be limited by bankruptcy, insolvency or similar laws affecting the
enforcement of creditors’ rights generally and rights of acceleration and 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 7.06;


 


(iv)                              Guarantees, when executed under the Guarantor’s
corporate seal and attested by duly authorized officers of the Guarantor and
endorsed upon a Debt Security that is authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any condition
specified in such Opinion of Counsel, will constitute legally valid and binding
obligations of the Guarantor, enforceable against the Guarantor in accordance
with its terms, except as enforcement thereof may be subject to or limited by
bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent
conveyance, fraudulent transfer or other similar laws relating to or affecting
creditors’ rights generally, and subject to general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law) and will entitle the Holders to the benefits of this Indenture; such
Opinion of Counsel need express no opinion as to the availability of equitable
remedies;


 


(v)                                 that the Company has the corporate power to
issue such Debt Securities and Coupons, the Guarantor has the corporate power
to issue the Guarantee and they have duly taken all necessary corporate action
with respect to such issuance;


 


(vi)                              that authentication and delivery of such Debt
Securities and Coupons and the execution and delivery of any supplemental
Indenture will not violate the terms of this Indenture; and


 


(vii)                           such other matters as the Trustee may
reasonably request.


 


Such Opinion of Counsel need express no opinion as
to whether a court in the United States would render a money judgment in a
currency other than that of the United States.


 


The Trustee shall have the right to decline to
authenticate and deliver any Debt Securities or Coupons under this Section 2.08
if the Trustee, being advised by counsel, determines that such action may not
lawfully be taken or if the Trustee in good faith by its board of directors or
trustees, executive committee or a trust committee of directors, trustees or
vice presidents shall determine that such action would expose the Trustee to
personal liability to existing Holders.


 


The Trustee may appoint an authenticating agent
reasonably acceptable to the Company to authenticate Debt Securities and
Coupons, if any, of any series. Unless limited by the terms of such
appointment, an authenticating agent may authenticate Debt Securities whenever
the Trustee may do so.  Each reference in
this Indenture to authentication by the Trustee includes authentication by such
agent.  An authenticating agent has the
same rights as any Registrar, paying agent or agent for service of notices and
demands.


 


Unless otherwise provided in the form of Debt
Security for any series, each Debt Security shall be dated the date of its
authentication.


 


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Section 2.09. Denomination of Debt Securities. 
Unless otherwise provided in the form of Debt Security for any series,
the Debt Securities of each series shall be issuable only as Registered
Securities in such denominations as shall be specified or contemplated by Section 2.06.  In the absence of any such specification with
respect to the Debt Securities of any series, the Debt Securities of such
series shall be issuable in denominations of $1,000 and any integral multiple
thereof.


 


Section 2.10. Registration of Transfer and Exchange.


 


(a) The Company shall keep or cause to be kept
a register for each series of Registered Securities issued hereunder
(hereinafter collectively referred to as the “Debt
Security Register”), in which, subject to such reasonable regulations
as it may prescribe, the Company shall provide for the registration of
Registered Securities and the transfer of Registered Securities as in this Article II
provided. At all reasonable times the Debt Security Register shall be open for
inspection by the Trustee. Subject to Section 2.18, upon due presentment
for registration of transfer of any Registered Security at any office or agency
to be maintained by the Company in accordance with the provisions of Section 4.02,
the Company 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 authorized denominations for a like aggregate principal amount.
In no event may Registered Securities, including Registered Securities received
in exchange for Bearer Securities, be exchanged for Bearer Securities.


 


Unless and until otherwise determined by the Company
by resolution of the Board of Directors, the register of the Company for the
purpose of registration, exchange or registration of transfer of the Registered
Securities shall be kept at the corporate trust office of the Trustee and, for
this purpose, the Trustee shall be designated “Registrar”.


 


Registered Securities of any series (other than a
Global Security, except as set forth below) may be exchanged for a like
aggregate principal amount of Registered Securities of the same series of other
authorized denominations. Subject to Section 2.18, Registered Securities
to be exchanged shall be surrendered at the office or agency to be maintained
by the Company as provided in Section 4.02, and the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor the
Registered Security or Registered Securities which the Holder making the
exchange shall be entitled to receive.


 


At the option of the Holder of Bearer Securities of
any series, except as otherwise specified as contemplated by Section 2.06(h) or
2.06(s) with respect to a Global Security representing Bearer Securities,
Bearer Securities of such series may be exchanged for Registered Securities (if
the Debt Securities of such series are issuable as Registered Securities) or
Bearer Securities of the same series, of any authorized denomination or
denominations, of like tenor and aggregate principal amount, upon surrender of
the Bearer Securities to be exchanged at the office or agency of the Company
maintained for such purpose, with all unmatured Coupons and all matured Coupons
in Default thereto appertaining; provided,
however, that delivery of a Bearer Security shall occur only outside
the United States.  If such Holder is
unable to produce any such unmatured Coupon or Coupons or matured Coupon or
Coupons in Default, such exchange may be effected if such Holder’s Bearer
Securities are accompanied by payment in funds acceptable to the Company and
the Trustee in an amount equal to the face amount of such missing Coupon or
Coupons, or the surrender of such missing Coupon or Coupons may be waived by
the Company and the Trustee if there be furnished to them such security or
indemnity as they may require to save each of them and any paying agent
harmless.  If thereafter such Holder
shall surrender to any paying agent any such missing Coupon in respect of which
such a payment shall have been made,


 


25





















 


such
Holder shall be entitled to receive the amount of such payment; provided, however, that, except as
otherwise provided in Section 2.12, interest represented by Coupons shall
be payable only upon presentation and surrender of those Coupons at an office
or agency located outside the United States.


 


Whenever any Debt Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Debt Securities that the Holder making the exchange is entitled to
receive.


 


Notwithstanding the foregoing, the exchange of
Bearer Securities for Registered Securities will be subject to the provisions
of United States income tax laws and regulations applicable to Debt Securities
in effect at the time of such exchange.


 


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


 


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


 


No service charge shall be made for any exchange or
registration of transfer of Debt Securities (except as provided by Section 2.12),
but the Company may require payment of a sum sufficient to cover any tax, fee,
assessment or other governmental charge that may be imposed in relation
thereto, other than those expressly provided in this Indenture to be made at
the Company’s own expense or without expense or without charge to the Holders.


 


The Company shall not be required (i) to issue,
register the transfer of or exchange any Debt Securities for a period of 15
days next preceding any mailing of notice of redemption of Debt Securities of
such series or (ii) to register the transfer of or exchange any Debt
Securities selected, called or being called for redemption; provided, however, that, if specified
pursuant to Section 2.03, any Bearer Securities of any series that are
exchangeable for Registered Securities and that are called for redemption
pursuant to Section 3.02 may, to the extent permitted by applicable law,
be exchanged for one or more Registered Securities of such series during the
period preceding the redemption date therefor.


 


Prior to the due presentation for registration of
transfer of any Debt Security, the Company, the Trustee, any paying agent or
any Registrar may deem and treat the Person in whose name a Debt Security is
registered as the absolute owner of such Debt Security for the purpose of
receiving payment of principal of, and premium, if any, and interest on, such
Debt Security and for all other purposes whatsoever, whether or not such Debt
Security is overdue, and none of the Company, the Trustee, any paying agent or
Registrar shall be affected by notice to the contrary.


 


None of the Company, the Trustee, any agent of the
Trustee, any paying agent or any Registrar will have any responsibility or
liability for any aspect of the records relating to, or payments made on
account of, beneficial ownership interests of a Global Security or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.


 


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Section 2.11. Temporary Debt Securities. 
Pending the preparation of definitive Debt Securities of any series, the
Company may execute and the Trustee shall authenticate and deliver temporary
Debt Securities (printed, lithographed, photocopied, typewritten or otherwise
produced) of any authorized denomination, and substantially in the form of the
definitive Debt Securities in lieu of which they are issued, in registered form
or, if authorized, in bearer form with one or more Coupons or without Coupons,
and with such omissions, insertions and variations as may be appropriate for
temporary Debt Securities and Coupons, all as may be determined by the Company
with the concurrence of the Trustee. 
Temporary Debt Securities and Coupons may contain such reference to any
provisions of this Indenture as may be appropriate.  Every temporary Debt Security shall be executed
by the Company and be authenticated by the Trustee upon the same conditions and
in substantially the same manner, and with like effect, as the definitive Debt
Securities.


 


If temporary Debt Securities of any series are
issued, the Company will cause definitive Debt Securities of such series to be
prepared without unreasonable delay. 
Except as otherwise specified as contemplated by Section 2.06(h)(iii) with
respect to a series of Debt Securities issuable as Bearer Securities or as one
or more Global Securities representing individual Bearer Securities of the
series, (a) after the preparation of definitive Debt Securities of such
series, the temporary Debt Securities of such series shall be exchangeable for
definitive Debt Securities of such series upon surrender of the temporary Debt
Securities of such series at the office or agency of the Company at a Place of
Payment for such series, without charge to the Holder thereof, except as
provided in Section 2.10 in connection with a transfer and except that a
Person receiving definitive Bearer Securities shall bear the cost of insurance,
postage, transportation and the like unless otherwise specified pursuant to Section 2.06,
and (b) upon surrender for cancellation of any one or more temporary Debt
Securities of any series (accompanied by any unmatured Coupons appertaining
thereto), the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Debt
Securities of the same series of authorized denominations and of like tenor; provided, however, that no definitive
Bearer Security shall be delivered in exchange for a temporary Registered
Security; and provided, further, however,
that delivery of a Global Security representing individual Bearer Securities or
a Bearer Security shall occur only outside the United States.  Until so exchanged, temporary Debt Securities
of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Debt Securities of such series, except as otherwise
specified as contemplated by Section 2.06(h)(ii) with respect to the
payment of interest on Global Securities in temporary form.


 


Unless otherwise specified pursuant to Section 2.06,
the Company will execute and deliver each definitive Global Security
representing individual Bearer Securities and each Bearer Security to the
Trustee at its principal office in London or such other place outside the
United States specified pursuant to Section 2.06.


 


Upon any exchange of a portion of a temporary Global
Security for a definitive Global Security or for the individual Debt Securities
represented thereby pursuant to Section 2.10 or this Section 2.11,
the temporary Global Security shall be endorsed by the Trustee to reflect the
reduction of the principal amount evidenced thereby, whereupon the principal
amount of such temporary Global Security shall be reduced for all purposes by
the amount to be exchanged and endorsed.


 


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Section 2.12. Mutilated, Destroyed, Lost or Stolen Debt Securities.


 


If (a) any mutilated Debt Security or any
mutilated Coupon with the Coupon Security to which it appertains (and all
unmatured Coupons attached thereto) is surrendered to the Trustee at its
corporate trust office (in the case of Registered Securities) or at its
principal London office (in the case of Bearer Securities) or (b) the
Company, the Guarantor and the Trustee receive evidence to their satisfaction
of the destruction, loss or theft of any Debt Security or any Coupon, and there
is delivered to the Company, the Guarantor and the Trustee such security or
indemnity as may be required by them to save each of them and any paying agent
harmless, and none of the Company, the Guarantor nor the Trustee receives
notice that such Debt Security or Coupon has been acquired by a bona fide
purchaser, then the Company shall execute and, upon a Company Order, the
Trustee shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Debt Security or in exchange for the
Coupon Security to which such mutilated, destroyed, lost or stolen Coupon
appertained, a new Debt Security (with an endorsement of the Guarantee executed
by the Guarantor) of the same series of like tenor, form, terms and principal
amount, bearing a number not contemporaneously Outstanding, and, in the case of
a Coupon Security, with such Coupons attached thereto that neither gain nor
loss in interest shall result from such exchange or substitution. Upon the
issuance of any substituted Debt Security, the Company and the Guarantor may
require the payment of a sum sufficient to cover any tax, fee, assessment or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.
In case any Debt Security or Coupon which has matured or is about to mature or
which has been called for redemption shall become mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substituted Debt Security
or Coupon, pay or authorize the payment of the same (without surrender thereof
except in the case of a mutilated Debt Security or Coupon) if the applicant for
such payment shall furnish the Company, the Guarantor and the Trustee with such
security or indemnity as either may require to save it harmless from all risk,
however remote, and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company, the Guarantor and the Trustee of the destruction,
loss or theft of such Debt Security or Coupon and of the ownership thereof;
provided, however, that payment of principal of, and premium, if any, and
interest on, Bearer Securities or Coupons shall, except as otherwise provided
in Section 2.15, be payable only at an office or agency located outside
the United States.


 


Every substituted Debt Security of any series, with
its Coupons, if any, issued pursuant to the provisions of this Section 2.10
by virtue of the fact that any Debt Security or Coupon is destroyed, lost or
stolen shall constitute an original additional contractual obligation of the Company
and the Guarantor, whether or not the destroyed, lost or stolen Debt Security
or Coupon shall be found at any time, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Debt
Securities of that series and Coupons, if any, duly issued hereunder.  All Debt Securities and Coupons, if any,
shall be held and owned upon the express condition that the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Debt Securities or 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 2.13. Cancellation of Surrendered Debt Securities.  All
Debt Securities surrendered for payment, redemption, registration of transfer
or exchange and all Coupons surrendered for payment or exchange shall, if
surrendered to the Company or any paying agent or a Registrar, be delivered to
the Trustee for cancellation by it, or if surrendered to the Trustee, shall be
canceled by it, and no Debt Securities or Coupons shall be issued in lieu
thereof except as


 


28





















 


expressly
permitted by any of the provisions of this Indenture.  All canceled Debt Securities and Coupons held
by the Trustee shall be destroyed (subject to the record retention requirements
of the Exchange Act) and certification of their destruction delivered to the
Company, unless otherwise directed.  On
request of the Company, the Trustee shall deliver to the Company canceled Debt
Securities and Coupons held by the Trustee. 
If the Company or the Guarantor shall acquire any of the Debt Securities
or Coupons, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented thereby unless and until the same
are delivered or surrendered to the Trustee for cancellation.  The Company may not issue new Debt Securities
or Coupons to replace Debt Securities or Coupons it has redeemed, paid or
delivered to the Trustee for cancellation.


 


Section 2.14. Provisions of the Indenture and Debt Securities for
the Sole Benefit of the Parties and the Holders. 
Nothing in this Indenture or in the Debt Securities or Coupons,
expressed or implied, shall give or be construed to give to any Person, other
than the parties hereto, the Holders or any Registrar or paying agent, any
legal or equitable right, remedy or claim under or in respect of this
Indenture, or under any covenant, condition or provision herein contained; all
its covenants, conditions and provisions being for the sole benefit of the
parties hereto, the Holders and any Registrar and paying agents.


 


Section 2.15. Payment of Interest; Interest Rights Preserved.


 


(a) Interest on any Registered Security that is
payable and is punctually paid or duly provided for on any interest payment
date shall be paid to the Person in whose name such Registered Security is
registered at the close of business on the regular record date for such
interest notwithstanding the cancellation of such Registered Security upon any
transfer or exchange subsequent to the regular record date. In case a Coupon Security
of any series is surrendered in exchange for a Registered Security of such
series after the close of business (at an office or agency in a Place of
Payment for such series) on any regular record date and before the opening of
business (at such office or agency) on the next succeeding interest payment
date, such Coupon Security shall be surrendered without the Coupon relating to
such interest payment date and interest will not be payable on such interest
payment date in respect of the Registered Security issued in exchange for such
Coupon Security, but will be payable only to the Holder of such Coupon when due
in accordance with the provisions of this Indenture. Payment of interest on
Registered Securities shall be made at the corporate trust office of the
Trustee (except as otherwise specified pursuant to Section 2.06), or at
the option of the Company, by check mailed to the address of the Person
entitled thereto as such address shall appear in the Debt Security Register or,
if provided pursuant to Section 2.06 and in accordance with arrangements
satisfactory to the Trustee, at the option of the Registered Holder by wire
transfer to an account designated by the Registered Holder.


 


(b) No interest shall be payable with respect
to a Bearer Security or Coupon unless such certification requirements as are
specified pursuant to Section 2.06(h) are satisfied with respect to
such Bearer Security or Coupon.  Interest
on any Coupon Security that is payable and is punctually paid or duly provided
for on any interest payment date shall be paid to the Holder of the Coupon that
has matured on such interest payment date upon surrender of such Coupon on such
interest payment date at the principal London office of the Trustee or at such
other Place of Payment outside the United States specified pursuant to Section 2.06.


 


Interest on any Bearer Security (other than a Coupon
Security) that is payable and is punctually paid or duly provided for on any
interest payment date shall be paid to the Holder of the Bearer Security upon
presentation of such Bearer Security and notation thereon on such


 


29





















 


interest
payment date at the principal London office of the Trustee or at such other
Place of Payment outside the United States specified pursuant to Section 2.06.


 


Unless otherwise specified pursuant to Section 2.06,
at the direction of the Holder of any Bearer Security or Coupon payable in
Dollars, and subject to applicable laws and regulations, payments in respect of
such Bearer Security or Coupon will be made by check drawn on a bank in New
York, New York, or, in accordance with arrangements satisfactory to the
Trustee, by wire transfer to a Dollar account maintained by such Holder with a
bank outside the United States. If such payment at the offices of all paying
agents outside the United States becomes illegal or is effectively precluded
because of the imposition of exchange controls or similar restrictions on the
full payment or receipt of such amounts in Dollars, then, to the extent
permitted by United States tax law, the Company will appoint an office or agent
in the United States at which such payment may be made. Unless otherwise
specified pursuant to Section 2.06, at the direction of the Holder of any
Bearer Security or Coupon payable in a Foreign Currency, payment on such Bearer
Security or Coupon will be made by a check drawn on a bank outside the United
States or, in accordance with arrangements satisfactory to the Trustee, by wire
transfer to an appropriate account maintained by such Holder outside the United
States. Except as provided in this paragraph, no payment on any Bearer Security
or Coupon will be made by mail to an address in the United States or by
transfer to an account in the United States.


 


(c) Subject to the foregoing provisions of this
Section 2.15 and Section 2.20, each Debt Security of a particular
series delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Debt Security of the same series shall
carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Debt Security.


 


Section 2.16. Securities Denominated in Foreign Currencies.


 


(a) Except as otherwise specified pursuant to Section 2.06
for Bearer Securities of any series, payment of the principal of, and premium,
if any, and interest on, Bearer Securities of such series denominated in any
Currency will be made in such Currency.


 


(b) Except as otherwise specified pursuant to Section 2.06 for Registered Securities of any series,
payment of the principal of, and premium, if any, and interest on, Registered
Securities of such series will be made in Dollars.


 


(c) For the purposes of calculating the
principal amount of Debt Securities of any series denominated in a Foreign Currency
or in units of two or more Foreign Currencies (including European Currency
Units) for any purpose under this Indenture, the principal amount of such Debt
Securities at any time Outstanding shall be deemed to be the Dollar Equivalent
of such principal amount as of the date of any such calculation.


 


In the event any Foreign Currency or currencies or
units of two or more Currencies in which any payment with respect to any series
of Debt Securities may be made ceases to be a freely convertible Currency on
United States Currency markets, for any date thereafter on which payment of
principal of, or premium, if any, or interest on, the Debt Securities of a
series is due, the Company shall select the Currency of payment for use on such
date, all as provided in the Debt Securities of such series.  In such event, the Company shall, as provided
in the Debt Securities of such series, notify the Trustee of the Currency which
it has selected to constitute the funds necessary to meet the Company’s
obligations on such payment date and of the amount of such Currency to be
paid.  Such amount shall be determined as
provided in the Debt Securities of


 


30





















 


such
series.  The payment to the Trustee with
respect to such payment date shall be made by the Company solely in the
Currency so selected.


 


Section 2.17. Wire Transfers. 
Notwithstanding any other provision to the contrary in this Indenture,
the Company may make any payment of monies required to be deposited with the
Trustee on account of principal of, or premium, if any, or interest on, the
Debt Securities (whether pursuant to optional or mandatory redemption payments,
interest payments or otherwise) by wire transfer in immediately available funds
to an account designated by the Trustee on or before the date such monies are
to be paid to the Holders of the Debt Securities in accordance with the terms
hereof.


 


Section 2.18. Securities Issuable in the Form of a Global
Security.


 


(a)  If the Company shall establish pursuant to
Sections 2.01 and 2.06 that the Debt Securities of a particular series are to
be issued in whole or in part in the form of one or more Global Securities,
then the Company shall execute, the Guarantor shall endorse and the Trustee or
its agent shall, in accordance with Section 2.05, authenticate and
deliver, such Global Security or Securities, which shall represent, and shall
be denominated in an amount equal to the aggregate principal amount of, the
Outstanding Debt Securities of such series to be represented by such Global
Security or Securities, or such portion thereof as the Company shall specify in
an Officer’s Certificate, shall be registered in the name of the Depositary for
such Global Security or Securities or its nominee, shall be delivered by the
Trustee or its agent to the Depositary or pursuant to the Depositary’s
instruction and shall bear a legend substantially to the following effect:


 


“THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED
TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY
PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE
REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR
IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT
TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.”


 


(b) Notwithstanding any other provision of this
Section 2.18 or of Section 2.10 to the contrary, and subject to the
provisions of paragraph (c) below, unless the terms of a Global Security
expressly permit such Global Security to be exchanged in whole or in part for
definitive Debt Securities in registered form, a Global Security may be
transferred, in whole but not in part and in the manner provided in Section 2.10,
only by the Depositary to a nominee of the Depositary for such Global Security,
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary, or by the Depositary or a nominee of the Depositary to a successor
Depositary for such Global Security selected or approved by the Company, or to
a nominee of such successor Depositary.


 


(c)           (i)   
If at any time the Depositary for a Global Security or Securities
notifies the Company that it is unwilling or unable to continue as Depositary
for such Global Security or Securities or if at any time the Depositary for the
Debt Securities for such series shall no longer be eligible or in good standing
under the Exchange Act or other applicable statute, rule or regulation,
the Company shall appoint a successor Depositary with respect to such Global


 


31





















 


Security
or Securities. If a successor Depositary for such Global Security or Securities
is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company shall execute, and
the Trustee or its agent, upon receipt of a Company Order for the
authentication and delivery of such individual Debt Securities of such series
in exchange for such Global Security, will authenticate and deliver, individual
Debt Securities of such series of like tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of the Global Security
in exchange for such Global Security or Securities.


 


(ii)  
The Company may at any time and in its sole discretion determine that
the Debt Securities of any series or portion thereof issued or issuable in the
form of one or more Global Securities shall no longer be represented by such
Global Security or Securities. In such event the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
individual Debt Securities of such series in exchange in whole or in part for
such Global Security, will authenticate and deliver individual Debt Securities
of such series of like tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of such series or portion
thereof in exchange for such Global Security or Securities.


 


(iii)  If specified by the Company pursuant to
Sections 2.01 and 2.06 with respect to Debt Securities issued or issuable in
the form of a Global Security, the Depositary for such Global Security may
surrender such Global Security in exchange in whole or in part for individual
Debt Securities of such series of like tenor and terms in definitive form on
such terms as are acceptable to the Company, the Trustee and such
Depositary.  Thereupon the Company shall
execute, and the Trustee or its agent upon receipt of a Company Order for the
authentication and delivery of definitive Debt Securities of such series shall
authenticate and deliver, without service charge, to each Person specified by
such Depositary a new Debt Security or Securities of the same series of like
tenor and terms and of any authorized denomination as requested by such Person
in aggregate principal amount equal to and in exchange for such Person’s
beneficial interest in the Global Security; and to such Depositary a new Global
Security of like tenor and terms and in an authorized denomination equal to the
difference, if any, between the principal amount of the surrendered Global
Security and the aggregate principal amount of Debt Securities delivered to
Holders thereof.


 


(iv)   In
any exchange provided for in any of the preceding three paragraphs, the Company
will execute and the Trustee or its agent will authenticate and deliver
individual Debt Securities.  In case a
Coupon Security of any series is surrendered in exchange for a Registered
Security of such series after the close of business (at an office or agency in
a Place of Payment for such series) on any special record date and before the
opening of business (at such office or agency) on the related proposed date of
payment of Defaulted Interest, such Coupon Security shall be surrendered without
the Coupon relating to such proposed date of payment and Defaulted Interest
will not be payable on such proposed date of payment in respect of the
Registered Security issued in exchange for such Coupon Security, but will be
payable only to the Holder of such Coupon when due in accordance with the
provisions of this Indenture. Upon the exchange of the entire principal amount
of a Global Security for individual Debt Securities, such Global Security shall
be canceled by the Trustee or its agent. Except as provided in the preceding
paragraph, Registered Securities issued in exchange for a Global Security
pursuant to this Section 2.18 shall be registered in such names and in
such authorized denominations as the Depositary for such Global Security,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee or the Registrar. The Trustee or the Registrar shall
deliver such Registered Securities to the Persons in whose names such
Registered Securities are so registered.


 


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(v)   
Payments in respect of the principal of and interest on any Debt
Securities registered in the name of the Depositary or its nominee will be
payable to the Depositary or such nominee in its capacity as the registered
owner of such Global Security. The Company, the Guarantor and the Trustee may
treat the Person in whose name the Debt Securities, including the Global
Security, are registered as the owner thereof for the purpose of receiving such
payments and for any and all other purposes whatsoever. None of the Company,
the Guarantor, the Trustee, any Registrar, the paying agent or any agent of the
Company or the Trustee will have any responsibility or liability for any aspect
of the records relating to or payments made on account of the beneficial
ownership interests of the Global Security by the Depositary or its nominee or
any of the Depositary’s direct or indirect participants, or for maintaining,
supervising or reviewing any records of the Depositary, its nominee or any of
its direct or indirect participants relating to the beneficial ownership
interests of the Global Security, the payments to the beneficial owners of the
Global Security of amounts paid to the Depositary or its nominee, or any other
matter relating to the actions and practices of the Depositary, its nominee or
any of its direct or indirect participants. None of the Company, the Guarantor,
the Trustee or any such agent will be liable for any delay by the Depositary,
its nominee, or any of its direct or indirect participants in identifying the
beneficial owners of the Debt Securities, and the Company and the Trustee may
conclusively rely on, and will be protected in relying on, instructions from
the Depositary or its nominee for all purposes (including with respect to the
registration and delivery, and the respective principal amounts, of the Debt
Securities to be issued).


 


The Trustee shall deliver individual Bearer
Securities issued in exchange for a Global Security pursuant to this Section 2.18
to the Persons and in such authorized denominations as the Depositary for such
Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee; provided, however, that individual Bearer
Securities shall be delivered in exchange for a Global Security only in
accordance with the procedures as may be specified pursuant to Section 2.06.


 


Notwithstanding the foregoing, the exchange of
Bearer Securities for Registered Securities will be subject to the provisions
of United States income tax laws and regulations applicable to debt Securities
in effect at the time of such exchange.


 


Section 2.19. Medium Term Securities. 
Notwithstanding any contrary provision herein, if all Debt Securities of
a series are not to be originally issued at one time, it shall not be necessary
for the Company to deliver to the Trustee an Officers’ Certificate, Board
Resolutions, supplemental Indenture, Opinion of Counsel or written order or any
other document otherwise required pursuant to Section 2.01, 2.06, 2.08 or
13.05 at or prior to the time of authentication of each Debt Security of such
series if such documents are delivered to the Trustee or its agent at or prior
to the authentication upon original issuance of the first such Debt Security of
such series to be issued; provided,
that any subsequent request by the Company to the Trustee to authenticate Debt
Securities of such series upon original issuance shall constitute a
representation and warranty by the Company that, as of the date of such
request, the statements made in the Officers’ Certificate delivered pursuant to
Section 2.08 or 13.05 shall be true and correct as if made on such date
and that the Opinion of Counsel delivered at or prior to such time of authentication
of an original issuance of Debt Securities shall specifically state that it
shall relate to all subsequent issuances of Debt Securities of such series that
are identical to the Debt Securities issued in the first issuance of Debt
Securities of such series.


 


A Company Order delivered by the Company to the
Trustee in the circumstances set forth in the preceding paragraph, may provide
that Debt Securities which are the subject thereof will be


 


33





















 


authenticated
and delivered by the Trustee or its agent on original issue from time to time
upon the telephonic or written order of Persons designated in such written
order (any such telephonic instructions to be promptly confirmed in writing by
such Person) and that such Persons are authorized to determine, consistent with
the Officers’ Certificate, supplemental Indenture or resolution of the Board of
Directors relating to such written order, such terms and conditions of such
Debt Securities as are specified in such Officers’ Certificate, supplemental
Indenture or such resolution.


 


Section 2.20. Defaulted Interest.   Any
interest on any Debt Security of a particular series which is payable, but is
not punctually paid or duly provided for, on the dates and in the manner
provided in the Debt Securities of such series and in this Indenture (herein
called “Defaulted Interest”)
shall, if such Debt Security is a Registered Security, forthwith cease to be
payable to the Registered Holder thereof on the relevant record date by virtue
of having been such Registered Holder, and such Defaulted Interest may be paid
by the Company, at its election in each case, as provided in clause (i) or
(ii) below:


 


(i) The Company may elect to make payment of
any Defaulted Interest to the Persons in whose names the Registered Securities
of such series are registered at the close of business on a special record date
for the payment of such Defaulted Interest, which shall be fixed in the
following manner.  The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to
be paid on each such Registered Security of such series and the date of the
proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this clause provided.  Thereupon the Trustee shall fix a special
record date for the payment of such Defaulted Interest which shall be not more
than 15 days and not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee of the
notice of the proposed payment. The Trustee shall promptly notify the Company
of such special record date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the
special record date therefor to be mailed, first class postage pre-paid, to
each Holder thereof at its address as it appears in the Security Register, not
less than 10 days prior to such special record date. Notice of the proposed
payment of such Defaulted Interest and the special record date therefor having
been so mailed, such Defaulted Interest shall be paid to the Persons in whose
names the Registered Securities of such series are registered at the close of
business on such special record date. In case a Coupon Security of any such
series is surrendered in exchange for a Registered Security of such series
after the close of business (at an office or agency in a Place of Payment for
such series) on any special record date and before the opening of business (at
such office or agency) on the related proposed date of payment of Defaulted
Interest, such Coupon Security shall be surrendered without the Coupon relating
to such proposed date of payment and Defaulted Interest will not be payable on
such proposed date of payment in respect of the Registered Security issued in
exchange for such Coupon Security, but will be payable only to the Holder of
such Coupon when due in accordance with the provisions of this Indenture.


 


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


 


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(b) Any Defaulted Interest payable in respect
of Bearer Securities of any series shall be payable pursuant to such procedures
as may be satisfactory to the Trustee in such manner that there is no discrimination
between the Holders of Registered Securities (if any) and Bearer Securities of
such series, and notice of the payment date therefor shall be given by the
Trustee, in the name and at the expense of the Company, in the manner provided
in Section 13.03 not more than 25 days and not less than 20 days prior to
the date of the proposed payment.


 


Section 2.21. Judgments.  The Company may provide
pursuant to Section 2.06 for Debt Securities of any series that the
obligation, if any, of the Company to pay the principal of, and premium, if
any, and interest on, the Debt Securities of any series in a Foreign Currency
or Dollars (the “Designated Currency”) as may be specified pursuant to Section 2.06
is of the essence and agrees that, to the fullest extent possible under
applicable law, judgments in respect of Debt Securities of such series shall be
given in the Designated Currency;  the
obligation of the Company to make payments in the Designated Currency of the
principal of, and premium, if any, and interest on, such Debt Securities shall,
notwithstanding any payment in any other Currency (whether pursuant to a
judgment or otherwise), be discharged only to the extent of the amount in the
Designated Currency that the Holder receiving such payment may, in accordance
with normal banking procedures, purchase with the sum paid in such other
Currency (after any premium and cost of exchange) on the business day in the
country of issue of the Designated Currency or in the international banking
community (in the case of a composite currency) immediately following the day
on which such Holder receives such payment; if the amount in the Designated
Currency that may be so purchased for any reason falls short of the amount
originally due, the Company shall pay such additional amounts as may be
necessary to compensate for such shortfall; and any obligation of the Company
not discharged by such payment shall be due as a separate and independent
obligation and, until discharged as provided herein, shall continue in full
force and effect.


 


Section 2.22. CUSIP Numbers.  The
Company in issuing the Debt Securities may use “CUSIP” numbers (in addition to
the other identification numbers printed on the Debt Securities), and, if so,
the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience
to Holders; provided that any
such notice may state that no representation is made as to the accuracy of such
numbers either as printed on the Debt Securities or as contained in any notice
of a redemption and that reliance may be placed only on the other
identification numbers printed on the Debt Securities, and any such redemption
shall not be affected by any defect in or omission of such numbers.  The Company will promptly notify the Trustee
of any change in the “CUSIP” numbers.


 


ARTICLE III


REDEMPTION OF DEBT SECURITIES


 


Section 3.01. Applicability of Article.  The
provisions of this Article shall be applicable to the Debt Securities of
any series which are redeemable before their Stated Maturity except as
otherwise specified as contemplated by Section 2.06 for Debt Securities of
such series.


 


Section 3.02. Tax Redemption; Special Tax Redemption.


 


(a) Unless otherwise specified pursuant to Section 2.06,
Bearer Securities of any series may be redeemed at the option of the Company in
whole, but not in part, at any time, on giving not less than 30 or more than 60
days’ notice in accordance with Section 3.03 (which notice shall be
irrevocable), at the redemption price thereof (calculated without premium), if
the Company


 


35





















 


has
or will become obligated to pay additional interest on such Bearer Securities
pursuant to Section 4.07 as a result of any change in, or amendment to,
the laws (or any regulations or rulings promulgated thereunder) of the United
States or any political subdivision or taxing authority thereof or therein, or
any change in the application or official interpretation of such laws,
regulations or rulings, which change or amendment becomes effective on or after
the date on which any Person (including any Person acting as underwriter,
broker or dealer) agrees to purchase any of such Bearer Securities pursuant to
their original issuance, and such obligation cannot be avoided by the Company
or the Guarantor taking reasonable measures available to it; provided, that no such notice of
redemption shall be given earlier than 90 days prior to the earliest date on
which the Company would be obligated to pay such additional interest were a
payment in respect of the Bearer Securities of that series then due.  Prior to the publication of any notice of
redemption pursuant to this Section 3.02(a), the Company shall deliver to
the Trustee an Officers’ Certificate stating that the Company is entitled to
effect such redemption and setting forth a statement of facts showing that the
conditions precedent to the right of the Company so to redeem have occurred and
an Opinion of Counsel to the effect that the Company has or will become
obligated to pay such additional interest as a result of such change or
amendment.


 


(b) Unless otherwise specified pursuant to Section 2.06,
if the Company shall determine that any payment made outside the United States
by the Company or any of its paying agents in respect of any Bearer Security or
Coupon would, under any present or future laws or regulations of the United
States, be subject to any certification, documentation, information or other
reporting requirement of any kind, the effect of which requirement is the
disclosure to the Company, any paying agent or any governmental authority of
the nationality, residence or identity of a beneficial owner of such Bearer
Security or Coupon that is a United States Alien (other than such a requirement
that would not be applicable to a payment made by the Company or any one of its
paying agents directly to the beneficial owner or to a custodian, nominee or
other agent of the beneficial owner, or that can be satisfied by such
custodian, nominee or other agent certifying to the effect that the beneficial
owner is a United States Alien; provided,
that, in any case referred to in clause (i)(B) or (ii), payment by the
custodian, nominee or agent to the beneficial owner is not otherwise subject to
any such requirement), then the Company shall elect either to redeem such
Bearer Security or Coupon in whole, but not in part, at the redemption price
thereof (calculated without premium) or if the conditions of the next
succeeding paragraph are satisfied, to pay the additional interest specified in
such paragraph.  The Company shall make such
determination as soon as practicable and publish prompt notice thereof (the “Determination Notice”), stating the
effective date of such certification, documentation, information or other
reporting requirement, whether the Company elects to redeem the Bearer Security
or Coupon or to pay the additional interest specified in the next succeeding
paragraph and (if applicable) the last date by which the redemption of the
Bearer Security or Coupon must take place, as provided in the next succeeding
sentence.  If any Bearer Security or
Coupon is to be redeemed pursuant to this paragraph, the redemption shall take
place on such date, not later than one year after the publication of the
Determination Notice, as the Company shall specify by notice given to the Trustee
at least 60 days before the redemption date. Notice of such redemption shall be
given by the Company to the Holders of the Bearer Security or Coupon not more
than 60 days or less than 30 days prior to the redemption date.  Notwithstanding the foregoing, the Company
shall not so redeem the Bearer Security or Coupon if the Company shall
subsequently determine, not less than 30 days prior to the redemption date,
that subsequent payments on the Bearer Security or Coupon would not be subject
to any such certification, documentation, information or other reporting
requirement, in which case the Company shall publish prompt notice of such
subsequent determination, and any earlier redemption notice given pursuant to
this paragraph shall be revoked and of no further effect.  Prior to the publication of any Determination
Notice pursuant to this paragraph, the Company shall deliver to the Trustee an
Officers’ Certificate stating that the Company is entitled


 


36





















 


to
make such determination and setting forth a statement of facts showing that the
conditions precedent to the obligation of the Company to redeem the Bearer
Security or Coupon or to pay the additional interest specified in the next
succeeding paragraph have occurred and an Opinion of Counsel to the effect that
such conditions have occurred.


 


If and so long as the certification, documentation,
information or other reporting requirement referred to in the preceding
paragraph would be fully satisfied by payment of a backup withholding tax or
similar charge, the Company may elect to pay as additional interest such
amounts as may be necessary so that every net payment made outside the United
States following the effective date of such requirement by the Company or any
of its paying agents in respect of any Bearer Security or Coupon of which the
beneficial owner is a United States Alien (but without any requirement that the
nationality, residence or identity of such beneficial owner be disclosed to the
Company, any paying agent or any governmental authority), after deduction or
withholding for or on account of such backup withholding tax or similar charge
that (x) would not be applicable in the circumstances referred to in the
parenthetical clause of the first sentence of the preceding paragraph or (y) is
imposed as a result of presentation of any such Bearer Security or Coupon for
payment more than 15 days after the date on which such payment became due and
payable or on which payment thereof was duly provided for, whichever occurred
later), will not be less than the amount provided in any such Bearer Security
or Coupon to be then due and payable.  If
the Company elects to pay additional interest pursuant to this paragraph, the
Company shall have the right to redeem the Bearer Security or Coupon at any
time in whole, but not in part, at the redemption price thereof (calculated
without premium), subject to the provisions of the last three sentences of the
immediately preceding paragraph.  If the
Company elects to pay additional interest pursuant to this paragraph and the
condition specified in the first sentence of this paragraph should no longer be
satisfied, then the Company shall redeem the Bearer Security or Coupon in
whole, but not in part, at the redemption price thereof (calculated without
premium), subject to the provisions of the last three sentences of the
immediately preceding paragraph. Any redemption payments made by the Company
pursuant to the two immediately preceding sentences shall be subject to the
continuing obligation of the Company to pay additional interest pursuant to
this paragraph.  If the Company elects
to, or is required to, redeem the Bearer Security or Coupon pursuant to this
paragraph, it shall publish prompt notice thereof.  If the Bearer Security or Coupon is to be
redeemed pursuant to this paragraph, the redemption shall take place on such
date, not later than one year after publication of the notice of redemption, as
the Company shall specify by notice to the Trustee at least 60 days prior to the
redemption date.


 


Section 3.03. Notice of Redemption; Selection of Debt Securities.  In
case the Company shall desire to exercise the right to redeem all or, as the
case may be, any part of the Debt Securities of any series in accordance with
their terms, a Board Resolution of the Company or a supplemental Indenture, the
Company shall fix a date for redemption and shall give notice of such
redemption at least 30 and not more than 60 days prior to the date fixed for
redemption to the Holders of Debt Securities of such series so to be redeemed
as a whole or in part, in the manner provided in Section 13.03.  The notice if given in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not
the Holder receives such notice.  In any
case, failure to give such notice or any defect in the notice to the Holder of
any Debt 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 any
other Debt Security of such series.


 


Each such notice of redemption shall specify:


 


(i)            the date fixed for redemption,


 


37





















 


(ii)           the redemption price at which Debt Securities
of such series are to be redeemed,


 


(iii)          the Place or Places of Payment that payment
will be made upon presentation and surrender of such Debt Securities,


 


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


 


(v)           that the redemption is for a sinking fund
payment (if applicable),


 


(vi)          that, unless otherwise specified in such
notice, Coupon Securities of any series, if any, surrendered for redemption
must be accompanied by all Coupons maturing subsequent to the date fixed for
redemption, failing which the amount of any such missing Coupon or Coupons will
be deducted from the redemption price,


 


(vii)         if the Bearer Securities of any series are to
be redeemed and any Registered Securities of such series are not to be
redeemed, and if such Bearer Securities may be exchanged for Registered
Securities not subject to redemption on the applicable redemption date pursuant
to Section 2.18(c) or otherwise, the last date on which such
exchanges may be made,


 


(viii)        that, if the Company defaults in making such
redemption payment or, the paying agent is prohibited from making such payment
pursuant to the terms of this Indenture,


 


(ix)           that on and after said date any interest
thereon or on the portions thereof to be redeemed will cease to accrue,


 


(x)            that in the case of Original Issue Discount
Securities original issue discount accrued after the date fixed for redemption
will cease to accrue, the terms of the Debt Securities of that series pursuant
to which the Debt Securities of that series are being redeemed and


 


(xi)           that no representation is made as to the
correctness or accuracy of the CUSIP number, if any, listed in such notice or
printed on the Debt Securities of that series.


 


If less than all the Debt Securities of a series are to be redeemed the
notice of redemption shall specify the CUSIP numbers of the Debt Securities of
that series to be redeemed. In case any Debt Security of a series is to be
redeemed in part only, the notice of redemption 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 Debt Security, a new Debt
Security or Debt Securities of that series in principal amount equal to the
unredeemed portion thereof, and in the case of a Bearer Security with
appropriate Coupons, if any, will be issued.


 


At least 45 days but not more than 60 days before
the redemption date unless the Trustee consents to a shorter period, the
Company shall give notice to the Trustee of the redemption date, the principal
amount of Debt Securities to be redeemed and the series and terms of the Debt
Securities pursuant to which such redemption will occur.  Such notice shall be accompanied by an
Officers’ Certificate and an Opinion of Counsel from the Company to the effect
that such redemption will comply with the conditions herein.  If fewer than all the Debt Securities of a
series are to be redeemed, the record date relating to such redemption shall be
selected by the Company and given to the Trustee, which record date shall be
not less than 15 days after the date of notice to the Trustee.


 


If less than all the Debt Securities of like tenor
and terms of a series are to be redeemed (other than pursuant to mandatory
sinking fund redemptions) the Trustee shall select, on a pro rata basis, by lot
or by such other method as in its sole discretion it shall deem appropriate and
fair, the Debt Securities of that series or portions thereof (in multiples of
$1,000) to be redeemed.  In any case where
more than one Registered Security of such series is registered in the same


 


38





















 


name,
the Trustee in its discretion may treat the aggregate principal amount so
registered as if it were represented by one Registered Security of such
series.  The Trustee shall promptly
notify the Company in writing of the Debt Securities selected for redemption
and, in the case of any Debt Securities selected for partial redemption, the
principal amount thereof to be redeemed. If any Debt Security called for redemption
shall not be so paid upon surrender thereof on such redemption date, the
principal, premium, if any, and interest shall bear interest until paid from
the redemption date at the rate borne by the Debt Securities of that series. If
less than all the Debt Securities of unlike tenor and terms of a series are to
be redeemed, the particular Debt Securities to be redeemed shall be selected by
the Company. Provisions of this Indenture that apply to Debt Securities called
for redemption also apply to portions of Debt Securities called for redemption.


 


Section 3.04. Deposit of Redemption Price.  On or
prior to 10:00 a.m., New York City time, on any redemption date for any
Registered Securities, the Company shall deposit with the Trustee or with a
paying agent (or, if the Company is acting as its own paying agent, segregate
and hold in trust) an amount of money in the Currency in which such Debt
Securities are denominated (except as provided pursuant to Section 2.06)
sufficient to pay the redemption price of such Registered Securities or any
portions thereof that are to be redeemed on that date.  In the case of any redemption pertaining to
Bearer Securities or Coupon Securities, the Company shall, no later than the
business day prior to such redemption date, deposit with the Trustee or with a
paying agent (other than the Company) an amount of money in the Currency in
which such Debt Securities are denominated (except as provided pursuant to Section 2.06)
sufficient to pay the redemption price of such Bearer or Coupon Securities or
any portion thereof that are to be redeemed on the redemption date.


 


Section 3.05. Payment of Debt Securities Called for Redemption.  If
notice of redemption has been given as provided in Section 3.03, the Debt
Securities or portions of Debt Securities of the series with respect to which
such notice has been given shall become due and payable on the date and at the
Place or Places of Payment stated in such notice at the applicable redemption
price, together with any interest accrued to the date fixed for redemption, and
on and after said date (unless the Company shall default in the payment of such
Debt Securities at the applicable redemption price, together with any interest
accrued to said date) any interest on the Debt Securities or portions of Debt
Securities of any series so called for redemption shall cease to accrue, any
original issue discount in the case of Original Issue Discount Securities shall
cease to accrue and any Coupons for such interest appertaining to any Coupon
Securities to be redeemed, except to the extent described below, shall be void.
On presentation and surrender of such Debt Securities at the Place or Places of
Payment in said notice specified, the said Debt Securities or the specified
portions thereof shall be paid and redeemed by the Company at the applicable
redemption price, together with any interest accrued thereon to the date fixed
for redemption.


 


If any Coupon Security surrendered for redemption
shall not be accompanied by all Coupons appertaining thereto maturing on or
after the applicable redemption date, the redemption price for such Coupon
Security may be reduced by an amount equal to the face amount of all such
missing Coupons.  If thereafter the
Holder of such Coupon shall surrender to any paying agent outside the United
States any such missing Coupon in respect of which a deduction shall have been
made from the redemption price, such Holder shall be entitled to receive the
amount so deducted.  The surrender of
such missing Coupon or Coupons may be waived by the Company and the Trustee, if
there be furnished to them such security or indemnity as they may require to
save each of them and any paying agent harmless.


 


Any Debt Security that is to be redeemed only in
part shall be surrendered at the corporate trust office or such other office or
agency of the Company as is specified pursuant to


 


39





















 


Section 2.06
(in the case of Registered Securities) and at the principal London office of
the Trustee or such other office or agency of the Company outside the United
States as is specified pursuant to Section 2.06 (in the case of Bearer
Securities) with, if the Company, the Registrar or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company, the Registrar and the Trustee duly executed by, the Holder thereof or
his attorney duly authorized in writing, and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Debt Security
without service charge, a new Debt Security or Debt Securities of the same
series, of like tenor and form, of any authorized denomination as requested by
such Holder in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Debt Security so surrendered, and,
in the case of a Coupon Security, with appropriate Coupons attached; except
that if a Global Security is so surrendered, the Company shall execute, and the
Trustee shall authenticate and deliver to the Depositary for such Global
Security, without service charge, a new Global Security in a denomination equal
to and in exchange for the unredeemed portion of the principal of the Global
Security so surrendered. In the case of a Debt Security providing appropriate
space for such notation, at the option of the Holder thereof, the Trustee, in
lieu of delivering a new Debt Security or Debt Securities as aforesaid, may
make a notation on such Debt Security of the payment of the redeemed portion
thereof.


 


Section 3.06.
Mandatory and Optional Sinking Funds.  The minimum amount of any
sinking fund payment provided for by the terms of Debt Securities of any
series, resolution of the Board of Directors or a supplemental Indenture 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 Debt Securities of
any series, resolution of the Board of Directors or a supplemental Indenture is
herein referred to as an “optional sinking fund payment”.


 


In lieu of making all or any part of any mandatory
sinking fund payment with respect to any Debt Securities of a series in cash,
the Company may at its option (a) deliver to the Trustee Debt Securities
of that series (together with the unmatured Coupons, if any, appertaining
thereto) theretofore purchased or otherwise acquired by the Company or (b) receive
credit for the principal amount of Debt Securities of that series which have
been redeemed either at the election of the Company pursuant to the terms of such
Debt Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Debt Securities, resolution or
supplemental Indenture; provided,
that such Debt Securities have not been previously so credited. Such Debt
Securities shall be received and credited for such purpose by the Trustee at
the redemption price specified in such Debt Securities, resolution or
supplemental Indenture for redemption through operation of the sinking fund and
the amount of such mandatory sinking fund payment shall be reduced accordingly.


 


3.07. Redemption of Debt Securities for Sinking Fund.  Not
less than 45 days prior to each sinking fund payment date for any series of
Debt Securities, the Company will deliver to the Trustee an Officers’
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, any resolution or
supplemental Indenture, the portion thereof, if any, which is to be satisfied
by payment of cash in the Currency in which the Debt Securities of such series
are denominated (except as provided pursuant to Section 2.06) and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Debt Securities of that series pursuant to this Section 3.07 (which Debt
Securities, if not previously redeemed, will accompany such certificate) and
whether the Company intends to exercise its right to make any permitted
optional sinking fund payment with respect to such series.  Such certificate shall also state that no
Event of Default has occurred and is continuing with respect to such
series.  Such certificate shall be
irrevocable and upon its delivery the Company shall be obligated to make the


 


40





















 


cash
payment or payments therein referred to, if any, on or before the next
succeeding sinking fund payment date. Failure of the Company to deliver such
certificate (or to deliver the Debt Securities and Coupons, if any, specified
in this paragraph) shall not constitute a Default, but such failure shall
require that the sinking fund payment due on the next succeeding sinking fund
payment date for that series shall be paid entirely in cash and shall be
sufficient to redeem the principal amount of such Debt Securities subject to a
mandatory sinking fund payment without the option to deliver or credit Debt
Securities as provided in this Section 3.07 and without the right to make
any optional sinking fund payment, if any, with respect to such series.


 


Any sinking fund payment or payments (mandatory or
optional) made in cash plus any unused balance of any preceding sinking fund
payments made in cash which shall equal or exceed $100,000 (or a lesser sum if
the Company shall so request) with respect to the Debt Securities of any
particular series shall be applied by the Trustee on the sinking fund payment
date on which such payment is made (or, if such payment is made before a
sinking fund payment date, on the sinking fund payment date following the date
of such payment) to the redemption of such Debt Securities at the Redemption
Price specified in such Debt Securities, resolution or supplemental Indenture
for operation of the sinking fund together with any accrued interest to the
date fixed for redemption. Any sinking fund monies not so applied or allocated
by the Trustee to the redemption of Debt Securities shall be added to the next
cash sinking fund payment received by the Trustee for such series and, together
with such payment, shall be applied in accordance with the provisions of this Section 3.07.  Any and all sinking fund monies with respect
to the Debt Securities of any particular series held by the Trustee on the last
sinking fund payment date with respect to Debt Securities of such series and
not held for the payment or redemption of particular Debt Securities shall be
applied by the Trustee, together with other monies, if necessary, to be
deposited sufficient for the purpose, to the payment of the principal of the
Debt Securities of that series at its Stated Maturity.


 


The Trustee shall select the Debt Securities to be
redeemed upon such sinking fund payment date in the manner specified in the
last paragraph of Section 3.03 and the Company shall cause notice of the
redemption thereof to be given in the manner provided in Section 3.03
except that the notice of redemption shall also state that the Debt Securities
are being redeemed by operation of the sinking fund.  Such notice having been duly given, the
redemption of such Debt Securities shall be made upon the terms and in the
manner stated in Section 3.05.


 


At least one business day before each sinking fund
payment date, the Company shall pay to the Trustee (or, if the Company is
acting as its own paying agent, the Company shall segregate and hold in trust)
in cash a sum in the Currency in which the Debt Securities of such series are
denominated (except as provided pursuant to Section 2.06) equal to any
interest accrued to the date fixed for redemption of Debt Securities or
portions thereof to be redeemed on such sinking fund payment date pursuant to
this Section 3.07.


 


The Trustee shall not redeem any Debt Securities of
a series with sinking fund monies or mail any notice of redemption of such Debt
Securities by operation of the sinking fund for such series during the continuance
of a Default in payment of interest on such Debt Securities or of any Event of
Default (other than an Event of Default occurring as a consequence of this
paragraph) with respect to such Debt Securities, except that if the notice of
redemption of any such Debt Securities shall theretofore have been mailed in
accordance with the provisions hereof, the Trustee shall redeem such Debt
Securities if cash sufficient for that purpose shall be deposited with the
Trustee for that purpose in accordance with the terms of this Article III.
Except as aforesaid, any monies in the sinking fund for such series at the time
when any such Default or Event of Default shall occur and any monies thereafter
paid into such sinking fund shall, during


 


41





















 


the
continuance of such Default or Event of Default, be held as security for the
payment of such Debt Securities; provided,
however, that in case such Event of Default or Default shall have
been cured or waived as provided herein, such monies shall thereafter be
applied on the next sinking fund payment date for such Debt Securities on which
such monies may be applied pursuant to the provisions of this Section 3.07.


 


ARTICLE IV


PARTICULAR COVENANTS OF THE
COMPANY


 


Section 4.01. Payment of Principal of, and Premium, If Any, and
Interest On, Debt Securities.


 


(a)  The Company, for the benefit of each
series of Debt Securities, will duly and punctually pay or cause to be paid the
principal of, and premium, if any, and interest on, each of the Debt Securities
and pay any Coupons at the place, at the respective times and in the manner
provided herein, in the Debt Securities and in the Coupons.  Each installment of interest on the Debt
Securities may at the Company’s option be paid by mailing checks for such
interest payable to the Person entitled thereto pursuant to Section 2.10(a) to
the address of such Person as it appears on the Debt Security Register.  Any interest due on Coupon Securities on or
before the Stated Maturity of the related Debt Security, other than additional
interest, if any, payable as provided in Section 4.06 in respect of
principal of, or premium, if any, on such a Debt Security, shall be payable
only upon presentation and surrender of the several Coupons for such interest
installments as are evidenced thereby as they severally mature.


 


Principal, premium and interest of Debt Securities
of any series shall be considered paid on the date due if on such date the
Trustee or any paying agent holds in accordance with this Indenture money
sufficient to pay in the Currency in which the Debt Securities of such series
are denominated (except as provided pursuant to Section 2.06) all
principal, premium and interest then due and, the Trustee or such paying agent,
as the case may be, is not prohibited from paying such money to the Holders on
that date pursuant to the terms of this Indenture.


 


The Company shall pay interest on overdue principal
at the rate specified therefor in the Debt Securities and it shall pay interest
on overdue installments of interest at the same rate to the extent lawful.


 


(b)  Notwithstanding
the provisions of Section 4.01(a) or any other provision herein to
the contrary, the Company shall have the right, as provided in an Officer’s
Certificate or supplemental indenture issued pursuant to Article IX, in
its sole and absolute discretion at any time and from time to time while the
Debt Securities of any series are outstanding, so long as no Event of Default
with respect to such series of Debt Securities has occurred and is continuing,
to defer payments of Interest by extending the Interest payment period for such
series of Debt Securities for the maximum consecutive period, if any, specified
for such series of Debt Securities, provided
that such extension period must end on an Interest payment date and shall not
extend beyond the Stated Maturity or Redemption Date of any Debt Security of
such series, and provided further
that at the end of each extension period the Company shall pay all Interest
then accrued and unpaid (together with Interest thereon to the extent permitted
by applicable law at the rate accruing on such Debt Securities). Prior to the
termination of an extension period, the Company may shorten or may further
extend the Interest payment period for such series of Debt Securities, provided that such extension period
together with all such previous and further extensions may not exceed the
maximum consecutive period specified for such series of Debt Securities, end on
a date other than an Interest payment date or extend beyond the Stated Maturity


 


42





















 


or Redemption Date of any Debt Security of such
series. The Company shall give the Trustee notice of the Company’s election to
begin an extension period for any series of Debt Securities and any shortening
or extension thereof at least five Business Days prior to: (i) the date
notice of payment of Interest on such Debt Securities is required to be given
to any national securities exchange on which the Debt Securities are then
listed or other applicable self-regulatory organization, or (ii) the date
of the notice of the record or payment date of the related distribution on the
Debt Securities, but in any event not less than five Business Days prior to the
Record Date fixed by the Company for the payment of such Interest. The Company
shall give or cause the Trustee to give notice (a form of which shall be
provided by the Company to the Trustee) of the Company’s election to begin an
extension period to the Holders by first class mail, postage prepaid.


 


Section 4.02. Maintenance of Offices or Agencies for Registration
of Transfer, Exchange and Payment of Debt Securities.  The Company will maintain in each Place of Payment for any series of
Debt Securities and Coupons, if any, an office or agency where Debt Securities
and Coupons of such series (but, except as otherwise provided in Section 2.15,
unless such Place of Payment is located outside the United States, not Bearer
Securities or Coupons) may be presented or surrendered for payment, where Debt
Securities of such series may be surrendered for transfer or exchange and where
notices and demands to or upon the Company in respect of the Debt Securities
and Coupons of such series and this Indenture may be served.  So long as any Bearer Securities of any
series remain outstanding, the Company will maintain for such purposes one or
more offices or agencies outside the United States in such city or cities
specified pursuant to Section 2.06 and, if any Bearer Securities are
listed on a securities exchange that requires an office or agency for the
payment of principal of, and premium, if any, or interest on, such Bearer
Securities in a location other than the location of an office or agency
specified pursuant to Section 2.06, the Company will maintain for such
purposes an office or agency in such location so long as any Bearer Securities
are listed on such securities exchange and such exchange so requires.  The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of such office
or agency.  If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the corporate trust office of the
Trustee (in the case of Registered Securities) and at the principal London
office of the Trustee (in the case of Bearer Securities), and the Company
hereby appoints the Trustee as its agent to receive all presentations,
surrenders, notices and demands.


 


The Company may also from time to time designate
different or additional offices or agencies to be maintained for such purposes
(in or outside of such Place of Payment), and may from time to time rescind any
such designation; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligations described in the preceding paragraph. The Company will give
prompt written notice to the Trustee of any such additional designation or
rescission of designation and any change in the location of any such different
or additional office or agency.


 


Section 4.03. Appointment to Fill a Vacancy in the Office of
Trustee.  The Company, whenever necessary to avoid or
fill a vacancy in the office of Trustee, will appoint, in the manner provided
in Section 7.08, a Trustee, so that there shall at all times be a Trustee
hereunder with respect to each series of Debt Securities.


 


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Section 4.04. Duties of Paying Agents, Etc.


 


(a)  The Company shall cause each paying agent,
if any, other than the Trustee, 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 4.04,


 


(i)            that it will hold all sums held by it as such
agent for the payment of the principal of, and premium, if any, or interest on,
the Debt Securities of any series and the payment of any related Coupons
(whether such sums have been paid to it by the Company or by any other obligor
on the Debt Securities or Coupons of such series) in trust for the benefit of
the Holders of the Debt Securities and Coupons of such series;


 


(ii)           that it will give the Trustee notice of any
failure by the Company or the Guarantor (or by any other obligor on the Debt
Securities or Coupons of such series) to make any payment of the principal of,
and premium, if any, or interest on, the Debt Securities of such series or any
payment on any related Coupons when the same shall be due and payable; and


 


(iii)          that it will at any time during the
continuance of an Event of Default, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held by it as such agent.


 


(b)  If the Company shall act as its own paying
agent, with respect to any series of Debt Securities, it will, on or before
each due date of the principal of, and premium, if any, or interest on, the
Debt Securities and Coupons, if any, of any series, set aside, segregate and hold
in trust for the benefit of the Holders of the Debt Securities and Coupons of
such series a sum in the Currency or Currencies in which the Debt Securities of
such series are payable (except as otherwise specified pursuant to Section 2.06
for the Debt Securities of such series) sufficient to pay such principal,
premium, if any, or interest so becoming due. 
The Company will promptly notify the Trustee of any failure by the
Company to take such action or the failure by any other obligor on such Debt
Securities or Coupons to make any payment of the principal of, and premium, if
any, or interest on, such Debt Securities or Coupons when the same shall be due
and payable.


 


(c)  Anything in this Section 4.04 to the
contrary notwithstanding, the Company or the Guarantor may, at any time, for
the purpose of obtaining a satisfaction and discharge of this Indenture, or for
any other reason, pay or by Company Order direct any paying agent to pay, to
the Trustee all sums held in trust by the Company, the Guarantor or any paying
agent, as required by this Section 4.04, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the
Company or such paying agent and upon such payment by any paying agent to the
Trustee, such paying agent shall be released from all further liability with
respect to such money.


 


(d) Whenever the Company shall have one or more
paying agents with respect to any series of Debt Securities and Coupons, it
will, prior to each due date of the principal of, and premium, if any, or
interest on, any Debt Securities of such series, deposit with any such paying
agent a sum in the Currency or Currencies in which the Debt Securities of such
series are payable (except as otherwise specified pursuant to Section 2.06
for the Debt Securities of such series) sufficient to pay the principal,
premium or interest so becoming due, such sum to be held in trust


 


44





















 


for
the benefit of the Persons entitled thereto, and (unless any such paying agent
is the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.


 


(e)  Anything in this Section 4.04 to the
contrary notwithstanding, the agreement to hold sums in trust as provided in
this Section 4.04 is subject to the provisions of Section 11.05.


 


Section 4.05.  SEC Reports;
Financial Statements.


 


(a) The Company shall, so long as any of the Debt Securities are
outstanding, file with the Trustee, within 15 days after it files the same with
the SEC, copies of the annual reports and the information, documents and other
reports (or copies of such portions of any of the foregoing as the SEC may by rules and
regulations prescribe) that the Company is required to file with the SEC
pursuant to Section 13 or 15 (d) of the Exchange Act.  If the Company is not subject to the
requirements of such Section 13 or 15(d), the Company shall file with the
Trustee, within 15 days after it would have been required to file the same with
the SEC, financial statements, including any notes thereto (and with respect to
annual reports, an auditors’ report by a firm of established national
reputation), and a “Management’s Discussion and Analysis of Financial Condition
and Results of Operations,” both comparable to that which the Company would
have been required to include in such annual reports, information, documents or
other reports if the Company had been subject to the requirements of such Section 13
or 15(d).  The Company shall also comply
with the provisions of TIA (S) 314 (a).


 


(b) The Company shall provide the Trustee with
a sufficient number of copies of all reports and other documents and
information that the Trustee may be required to deliver to Holders under this
Section.


 


Section 4.06.  Compliance
Certificate.


 


(a) Each of the Company and the Guarantor
shall, so long as any of the Debt Securities are outstanding, deliver to the
Trustee, within 120 days after the end of each fiscal year, an Officers’
Certificate stating that a review of the activities of the Company or the Guarantor
during the preceding fiscal year has been made under the supervision of the
signing Officers of the Company and the Guarantor with a view to determining
whether the Company or the Guarantor have kept, observed, performed and
fulfilled their obligations under this Indenture, and further stating, as to
each such Officer signing such certificate, that to the best of his knowledge
the Company or the Guarantor has kept, observed, performed and fulfilled each
and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions
hereof, without regard to any grace period or requirement of notice required by
this Indenture (or, if a Default or Event of Default shall have occurred, describing
all such Defaults or Events of Default of which such Officer may have knowledge
and what action the Company or the Guarantor, is taking or proposes to take
with respect thereto) and that to the best of his knowledge no event has
occurred and remains in existence by reason of which payments on account of the
principal of, or premium, if any, or interest, if any, on the Debt Securities
are prohibited or, if such event has occurred, a description of the event and
what action the Company or the Guarantor is taking or proposes to take with
respect thereto.


 


(b) So long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants, the
year-end financial statements delivered pursuant to Section 4.05 shall be
accompanied by a written statement of the Company’s independent public
accountants that in making the examination necessary for certification of such
financial statements nothing has come to their attention that would lead them
to believe that the Company


 


45





















 


has
violated any provisions of Articles 4 or 5 of this Indenture (to the extent
such provisions relate to accounting matters) or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.


 


(c) Each of the Company and the Guarantor
shall, so long as any of the Debt Securities are outstanding, deliver to the
Trustee, forthwith upon any Officer of the Company’s or the Guarantor’s
becoming aware of any Default or Event of Default under this Indenture, an
Officers’ Certificate specifying such Default or Event of Default and what
action the Company or the Guarantor is taking or proposes to take with respect
thereto.


 


Section 4.07. Payment of Additional Interest. 
Unless otherwise provided pursuant to Section 2.06, the provisions
of this Section 4.07 shall be applicable to Bearer Securities of any
series.


 


The Company and the Guarantor agree to pay, subject
to the exceptions and limitations set forth below, as additional interest to
the Holder of any Bearer Security or Coupon that is a United States Alien such
amounts as may be necessary so that every net payment on such Bearer Security
or Coupon, after deduction or withholding for or on account of any present or
future tax, assessment or other governmental charge imposed upon or as a result
of such payment by the United States (or any political subdivision or taxing
authority thereof or therein), will not be less than the amount provided in
such Bearer Security or Coupon to be then due and payable.  However, the Company and the Guarantor will
not be required to make any such payment of additional interest for or on
account of:


 


(a) any tax, fee, assessment or other
governmental charge that would not have been imposed but for (i) the
existence of any present or former connection between such Holder (or between a
fiduciary, settlor or beneficiary of, or a Person holding a power over, such
Holder, if such Holder is an estate or a trust, or a member or shareholder of
such Holder, if such Holder is a partnership or corporation) and the United
States, including such Holder (or such fiduciary, settlor, beneficiary, Person
holding a power, member or shareholder) being or having been a citizen or
resident thereof or being or having been engaged in trade or business or
present therein or having or having had a permanent establishment therein or (ii) such
Holder’s past or present status for United States Federal income tax purposes
as a personal holding company, foreign personal holding company or private
foundation or other tax-exempt organization with respect to the United States
or as a corporation that accumulates earnings to avoid United States Federal
income tax;


 


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


 


(c) any tax, fee, assessment or other governmental
charge that would not have been imposed but for the presentation by the Holder
of a Bearer Security or Coupon for payment more than 15 days after the date on
which such payment became due and payable or on which payment thereof was duly
provided for, whichever occurs later;


 


(d) any tax, fee, assessment or other
governmental charge that is payable otherwise than by deduction or withholding
from a payment on a Bearer Security or Coupon;


 


(e) any tax, fee, assessment or other
governmental charge that would not have been imposed but for a failure to
comply with applicable certification, documentation, information or


 


46





















 


other
reporting requirement concerning the nationality, residence, identity or connection
with the United States of the Holder or beneficial owner of a Bearer Security
or Coupon if, without regard to any tax treaty, such compliance is required by
statute or regulation of the United States as a precondition to relief or
exemption from such tax, assessment or other governmental charge; or


 


(f) any tax, fee, assessment or other
governmental charge imposed on a Holder that actually or constructively owns
ten percent or more of the combined voting power of all classes of stock of the
Company or that is a controlled foreign corporation related to the Company
through stock ownership; nor shall additional interest be paid with respect to
a payment on a Bearer Security or Coupon to a Holder that is a fiduciary or
partnership or other than the sole beneficial owner of such payment to the
extent a beneficiary or settler with respect to such fiduciary or a member of
such partnership or a beneficial


 


owner would not have been entitled to the additional
interest had such beneficiary, settlor, member or beneficial owner been the
Holder of such Bearer Security or Coupon.


 


Whenever in this Indenture there is mentioned, in
any context, the payment of the principal of, or premium, if any, or interest
on, any Debt Security or payment with respect to any Coupon of any series, such
mention shall be deemed to include mention of the payment of additional
interest provided for in the terms of such Debt Securities and this Section 4.07
to the extent that, in such context, additional interest is, was or would be
payable in respect thereof pursuant to the provisions of this Section 4.07
and express mention of the payment of additional interest (if applicable) in
any provisions hereof shall not be construed as excluding additional interest
in those provisions hereof where such express mention is not made.


 


If the payment of additional interest becomes
required in respect of the Debt Securities or Coupons of a series, at least ten
days prior to the first interest payment date with respect to which such
additional interest will be payable (or if the Debt Securities of that series
will not bear interest prior to its Stated Maturity, the first day on which a
payment of principal, and premium, if any, is made and on which such additional
interest will be payable), and at least ten days prior to each date of payment
of principal, and premium, if any, or interest if there has been any change
with respect to the matters set forth in the below-mentioned Officers’
Certificate, the Company will furnish the Trustee and each paying agent with an
Officers’ Certificate that shall specify by country the amount, if any,
required to be withheld on such payments to Holders of Debt Securities or
Coupons that are United States Aliens, and the Company will pay to the Trustee
or such paying agent the additional interest, if any, required by the terms of
such Debt Securities and this Section 4.07.  The Company covenants to indemnify the
Trustee and any paying agent for, and to hold them harmless against, any and
all loss, liability or expense reasonably incurred without negligence or bad
faith on their part arising out of or in connection with actions taken or
omitted by any of them in reliance on any Officers’ Certificate furnished
pursuant to this Section 4.07.


 


Section 4.08. Further Instruments and Acts.  The
Company will, upon request of the Trustee, execute and deliver such further
instruments and do such further acts as may reasonably be necessary or proper
to carry out more effectually the purposes of this Indenture.


 


Section 4.09. Corporate Existence.  The
Company shall do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate existence and the corporate, partnership
and other existence of each of its Subsidiaries and all rights (charter and
statutory) and franchises of the Company and its Subsidiaries, provided that
the Company shall not be required to preserve the corporate existence of any
Subsidiary of the Company or any such right or franchise if the Board of
Directors shall determine that the preservation thereof is no


 


47





















 


longer
desirable in the conduct of the business of the Company and the Restricted
Subsidiaries and that the loss thereof would not have a material adverse effect
on the business, prospects, assets or financial condition of the Company and
its Subsidiaries taken as a whole and would not have any material adverse
effect on the payment and performance of the obligations of the Company under
the Debt Securities and this Indenture.


 


Section 4.10. Maintenance of Properties.  The
Company shall cause all properties owned by the Company or any of its
Subsidiaries or used or held for use in the conduct of its business or the
business of any such Subsidiary to be maintained and kept in good condition,
repair and working order (reasonable wear and tear excepted) and supplied with
all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business or the business of any such Subsidiary and not disadvantageous in
any material respect to the Holders.


 


Section 4.11. Payment of Taxes and Other Claims.  The
Company will pay or discharge or cause to be paid or discharged, before the
same shall become delinquent, (i) all taxes, assessments and governmental
charges levied or imposed upon the Company or any of its Subsidiaries or upon
the income, profits or property of the Company or any of its Subsidiaries, and (ii) all
lawful claims for labor, materials and supplies which, if unpaid, might by law
become a Lien upon the property of the Company or any of its Subsidiaries;
provided that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.


 


ARTICLE V


HOLDERS’ LISTS AND REPORTS


BY THE TRUSTEE


 


Section 5.01. Company and Guarantor to Furnish Trustee Information
as to Names and Addresses of Holders; Preservation of Information.  The
Company and the Guarantor covenant and agree that they will furnish or cause to
be furnished to the Trustee with respect to the Registered Securities of each
series:


 


(a) not more than 15 days after each record
date with respect to the payment of interest, if any, a list, in such form as
the Trustee may reasonably require, of the names and addresses of the
Registered Holders as of such record date, and


 


(b) at such other times as the Trustee may
request in writing, within 30 days after the receipt by the Company or the
Guarantor of any such request, a list of similar form and contents as of a date
not more than 15 days prior to the time such list is furnished; provided, however, that so long as the
Trustee shall be the Registrar, such lists shall not be required to be
furnished.


 


The Company and the Guarantor shall also be required
to furnish to the Trustee at all such times set forth above all information in
the possession or control of the Company or the Guarantor or any of its paying
agents other than the Trustee as to the names and addresses of the Bearer
Holders of all series; provided, however,
that the Company and the Guarantor shall have no obligation to investigate any
matter relating to any Bearer Holders.


 


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The Trustee shall preserve, in as current a form as
is reasonably practicable, all information as to the names and addresses of the
Holders (i) contained in the most recent list furnished to it as provided
in this Section 5.01 or (ii) received by it in the capacity of paying
agent or Registrar (if so acting) hereunder.


 


The Trustee may destroy any list furnished to it as
provided in this Section 5.01 upon receipt of a new list so furnished.


 


Section 5.02. Communications to Holders. 
Holders may communicate pursuant to Section 312(b) of the TIA
with other Holders with respect to their rights under this Indenture or the
Debt Securities.  The Company, the
Guarantor, the Trustee, the Registrar and anyone else shall have the protection
of Section 312(c) of the TIA.


 


Section 5.03. Reports by Trustee. 
Within 60 days after each January 31, beginning with the first January 31,
following the first issuance of Debt Securities pursuant to Section 2.06,
and in any event on or before April 1 in each year, the Trustee shall mail
to Holders a brief report dated as of such January 31 that complies with
TIA Section 313 (a); provided, however,
that if no event described in TIA Section 313 (a) has occurred within
the twelve months preceding the reporting date, no report need be
transmitted.  The Trustee also shall
comply with TIA Section 313 (b).


 


Reports pursuant to this Section 5.03 shall be
transmitted by mail:


 


(a) to all Registered Holders, as the names and
addresses of such Holders appear in the Debt Security Register;


 


(b) to such Bearer Holders of any series as
have, within two years preceding such transmission, filed their names and
addresses with the Trustee for such series for that purpose; and


 


(c) except in the cases of reports under Section 313(b)(2) of
the TIA, to each Holder of a Debt Security of any series whose name and address
appear in the information preserved at the time by the Trustee in accordance
with Section 5.01.


 


A copy of each report at the time of its mailing to
Holders shall be filed with the Securities and Exchange Commission and each
stock exchange (if any) on which the Debt Securities of any series are
listed.  The Company agrees to notify
promptly the Trustee whenever the Debt Securities of any series become listed
on any stock exchange and of any delisting thereof.


 


Section 5.04. Record Dates for Action by Holders.  If
the Company or the Guarantor shall solicit from the holders of Debt Securities
of any series any action (including the making of any demand or request, the
giving of any direction, notice, consent or waiver or the taking of any other
action), the Company or the Guarantor may, at its option, by resolution of the
Board of Directors, fix in advance a record date for the determination of
Holders of Debt Securities entitled to take such action, but the Company or the
Guarantor shall have no obligation to do so. 
Any such record date shall be fixed at the Company’s or the Guarantor’s
discretion.  If such a record date is
fixed, such action may be sought or given before or after the record date, but
only the Holders of Debt Securities of record at the close of business on such
record date shall be deemed to be Holders of Debt Securities for the purpose of
determining whether Holders of the requisite


 


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proportion
of Debt Securities of such series Outstanding have authorized or agreed or
consented to such action, and for that purpose the Debt Securities of such
series Outstanding shall be computed as of such record date.


 


ARTICLE VI


REMEDIES OF THE TRUSTEE AND
HOLDERS IN EVENT OF DEFAULT


 


Section 6.01. Events of Default.  If any
one or more of the following shall have occurred and be continuing with respect
to Debt Securities of any series (each of the following, an “Event of Default”):


 


(a) default in the payment of any installment
of interest upon any Debt Securities of that series or any payment with respect
to the related Coupons, if any, as and when the same shall become due and
payable, whether or not such payment shall be prohibited by Article XIV,
and continuance of such default for a period of 30 days; or


 


(b) default in the payment of the principal of
or premium, if any, on any Debt Securities of that series as and when the same
shall become due and payable, whether at maturity, upon redemption, by
declaration, upon required repurchase or otherwise, whether or not such payment
shall be prohibited by Article XIV; or


 


(c) if applicable, failure by the Company to
deliver the required securities or other rights upon an appropriate conversion
or exchange election by Holders of the Debt Securities; or


 


(d) default in the payment of any sinking fund
payment with respect to any Debt Securities of that series as and when the same
shall become due and payable; or


 


(e) failure on the part of the Company or the
Guarantor duly to observe or perform any other of the covenants or agreements
on the part of the Company or the Guarantor in the Debt Securities of that
series, in any resolution of the Board of Directors authorizing the issuance of
that series of Debt Securities, in this Indenture with respect to such series
or in any supplemental Indenture with respect to such series (other than a
covenant a default in the performance of which is elsewhere in this Section specifically
dealt with), continuing for a period of 60 days after the date on which written
notice specifying such failure and requiring the Company and the Guarantor to
remedy the same shall have been given, by registered or certified mail, to the
Company and the Guarantor by the Trustee or to the Company, the Guarantor and
the Trustee by the Holders of at least 25% in aggregate principal amount of the
Debt Securities of that series at the time Outstanding; or


 


(f) any default shall occur which results in
the acceleration of the maturity of any Indebtedness of the Company, the
Guarantor or any Restricted Subsidiary (other than the series of Debt
Securities) having an outstanding principal amount of $5 million or more
individually or, taken together with all other such Indebtedness that has been
so accelerated, in the aggregate; or any default shall occur in the payment of
any principal or interest in respect of any Indebtedness of the Company, the
Guarantor or any Restricted Subsidiary (other than the series of Debt
Securities) having an outstanding principal amount of $5 million or more
individually or, taken together with all other such Indebtedness with respect
to which any such payment has not been made in the aggregate and such default
shall be continuing for a period of 30 days without the Company, the Guarantor
or such Restricted Subsidiary, as the case may be, effecting a cure of such
default;


 


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(g) failure by the Company, the Guarantor or
any Restricted Subsidiary to pay final, non-appealable judgments aggregating in
excess of $20 million, which judgments are not paid, discharged or stayed for a
period of 60 days after the judgment becomes final and non-appealable;


 


(h)  the Company, the Guarantor or any
Restricted Subsidiary pursuant to or within the meaning of any Bankruptcy Law,


 


(i)            commences a voluntary case,


 


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


 


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


 


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


 


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


 


(i)            is for relief against the Company, the
Guarantor or any Restricted Subsidiary as debtor in an involuntary case and
such decree or order shall remain unstayed and in effect for a period of 60
consecutive days,


 


(ii)           appoints a Custodian of the Company, the
Guarantor or any Restricted Subsidiary or a Custodian for all or substantially
all of the property of the Company, the Guarantor or any Restricted Subsidiary,
or


 


(iii)          orders the liquidation of the Company, the
Guarantor or any Restricted Subsidiary, and the order or decree shall remain
unstayed and in effect for a period of 60 consecutive days; or


 


(j) any other Event of Default provided with respect
to Debt Securities of that series;


 


then
and in each and every case that an Event of Default described in clause (a),
(b), (c), (d), (e), (f), (g) or (j) with respect to Debt Securities of
that series at the time Outstanding occurs and is continuing, unless the principal
of and interest on all the Debt Securities of that series shall have already
become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Debt Securities of that series then
Outstanding hereunder, by notice in writing to the Company and the Guarantor
(and to the Trustee if given by Holders), may declare the principal of (or, if
the Debt Securities of that series are Original Issue Discount Debt Securities,
such portion of the principal amount as may be specified in the terms of that
series) and interest on all the Debt Securities of that series to be due and
payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, anything in this Indenture or in the Debt
Securities or Coupons appertaining thereto of that series contained to the
contrary notwithstanding. If an Event of Default described in clause (h) or
(i) occurs, then and in each and every such case, unless the principal of
and interest on all the Debt Securities shall have become due and payable, the
principal of (or, if any Debt Securities are Original Issue Discount Debt
Securities, such portion of the principal amount as may be specified in the
terms thereto) and interest on all the Debt Securities then Outstanding
hereunder shall ipso facto become
and be immediately due and payable without any declaration or other act on the
part of


 


51





















 


the
Trustee or any Holders, anything in this Indenture or in the Debt Securities
contained to the contrary notwithstanding.


 


The Holders of a majority in aggregate principal
amount of the Debt Securities of a particular series by notice to the Trustee
may rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree already rendered and if all existing
Events of Default have been cured or waived except nonpayment of principal or
interest that has become due solely because of acceleration.  Upon any such rescission, the parties hereto
shall be restored respectively to their several positions and rights hereunder,
and all rights, remedies and powers of the parties hereto shall continue as
though no such proceeding had been taken.


 


Section 6.02. Collection of Indebtedness by Trustee, Etc.  If an
Event of Default occurs and is continuing, the Trustee, in its own name and 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 or enforce the performance of any provision of the Debt Securities
of the affected series or this Indenture, and may prosecute any such action or
proceedings to judgment or final decree, and may enforce any such judgment or
final decree against the Company or the Guarantor or any other obligor upon the
Debt Securities, and the Coupons, if any, appertaining thereto, of such series
(and collect in the manner provided by law out of the property of the Company
or the Guarantor or any other obligor upon the Debt Securities and Coupons of
such series wherever situated the monies adjudged or decreed to be payable).


 


In case there shall be pending proceedings for the
bankruptcy or for the reorganization of the Company or the Guarantor or any
other obligor upon the Debt Securities and Coupons, if any, of any series under
Title 11 of the United States Code or any other Federal or State bankruptcy,
insolvency or similar law, or in case a receiver, trustee or other similar
official shall have been appointed for its property, or in case of any other
similar judicial proceedings relative to the Company or the Guarantor or any
other obligor upon the Debt Securities of any series, its creditors or its
property, the Trustee, irrespective of whether the principal of Debt Securities
and Coupons, if any, of any series 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 6.02,
shall be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole amount of
principal, premium, if any, and interest (or, if the Debt Securities of such
series are Original Issue Discount Debt Securities, such portion of the
principal amount as may be specified in the terms of such series) owing and
unpaid in respect of the Debt Securities and Coupons of such 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 reasonable
compensation to the Trustee, its agents, attorneys and counsel, and for
reimbursement of all expenses and liabilities Incurred, and all advances made,
by the Trustee except as a result of its negligence or bad faith) and of the
Holders thereof allowed in any such judicial proceedings relative to the
Company or the Guarantor, or any other obligor upon the Debt Securities and
Coupons of such series, its creditors or its property, and to collect and
receive any monies or other property payable or deliverable on any such claims,
and to distribute all amounts received with respect to the claims of such
Holders and of the Trustee on their behalf, and any receiver, assignee or trustee
in bankruptcy or reorganization is hereby authorized by each of such Holders to
make payments to the Trustee, and, in the event that the Trustee shall consent
to the making of payments directly to such Holders, to pay to the Trustee such
amount as shall be sufficient to cover reasonable compensation to the Trustee,
its agents, attorneys and counsel, and all other reasonable expenses and
liabilities Incurred, and all advances made, by the Trustee except as a result
of its negligence or bad faith.


 


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All rights of action and of asserting claims under
this Indenture, or under any of the Debt Securities and the Coupons, if any,
appertaining thereto, of any series, may be enforced by the Trustee without the
possession of any such Debt Securities or Coupons, 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 (except for any
amounts payable to the Trustee pursuant to Section 7.06) shall be for the
ratable benefit of the Holders of all the Debt Securities or Coupons in respect
of which such action was taken.


 


In case of an Event of Default hereunder 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 6.03. Application of Monies Collected by Trustee.  Any
monies or other property collected by the Trustee pursuant to Section 6.02
with respect to Debt Securities and Coupons, if any, of any series shall be
applied, after giving effect to the provisions of Article XIV, in the
order following, at the date or dates fixed by the Trustee for the distribution
of such monies or other property, upon presentation of the several Debt
Securities or Coupons of such series in respect of which monies or other
property have been collected, and the notation thereon of the payment, if only
partially paid, and upon surrender thereof if fully paid:


 


FIRST:  To the
payment of all money due the Trustee pursuant to Section 7.06;


 


SECOND:  In
case the principal of the Outstanding Debt Securities in respect of which such
monies have been collected shall not have become due, to the payment of
interest on the Debt Securities or Coupons of such series in the order of the
maturity of the installments of such interest, with interest (to the extent
that such interest has been collected by the Trustee) upon the overdue
installments of interest at the rate or Yield to Maturity (in the case of
Original Issue Discount Debt Securities) borne by the Debt Securities or
Coupons of such series, such payments to be made ratably to the Persons
entitled thereto, without discrimination or preference;


 


THIRD:  In
case the principal of the Outstanding Debt Securities in respect of which such
monies have been collected shall have become due, by declaration or otherwise,
to the payment of the whole amount then owing and unpaid upon the Debt
Securities or Coupons of such series for principal and premium, if any, and
interest, with interest on the overdue principal and premium, if any, and (to
the extent that such interest has been collected by the Trustee) upon overdue
installments of interest at the rate or Yield to Maturity (in the case of
Original Issue Discount Debt Securities) borne by the Debt Securities or
Coupons of such series; and, in case such monies shall be insufficient to pay
in full the whole amount so due and unpaid upon the Debt Securities and Coupons
of such series, then to the payment of such principal and premium, if any, and
interest, without preference or priority of principal and premium, if any, over
interest, or of interest over principal and premium, if any, or of any
installment of interest over any other installment of interest, or of any Debt
Security or Coupon of such series over any Debt Security or Coupon of such
series, ratably to the aggregate of such principal and premium, if any, and
interest; and


 


53





















 


FOURTH:  The
remainder, if any, shall be paid to the Company, its successors or assigns, or
to whomsoever may be lawfully entitled to receive the same, or as a court of
competent jurisdiction may direct.


 


The Trustee may fix a record date and payment date
for any payment to Holders pursuant to this Section 6.03.  At least 15 days before such record date, the
Company shall mail to each Holder and the Trustee a notice that states the
record date, the payment date and amount to be paid.


 


Section 6.04. Limitation on Suits by Holders.  No
Holder of any Debt Security or Coupon of any series 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, the Guarantees, the Debt Securities of
any series or any Coupons appertaining thereto, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless such Holder
previously shall have given to the Trustee written notice of an Event of
Default with respect to Debt Securities of that same series and of the
continuance thereof and unless the Holders of not less than 25% in aggregate
principal amount of the Outstanding Debt Securities of that series shall have
made written request upon the Trustee to institute such action or proceedings
in respect of such Event of Default in its own name as Trustee hereunder and
shall have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be Incurred therein or thereby,
and 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
proceedings and no direction inconsistent with such written request shall have
been given to the Trustee pursuant to Section 6.06; it being understood
and intended, and being expressly covenanted by the Holder of every Debt
Security or Coupon with every other Holder and the Trustee, that no one or more
Holders shall have any right in any manner whatever by virtue or by availing of
any provision of this Indenture to affect, disturb or prejudice the rights of
any Holders, or to obtain or seek to obtain priority over or preference to any
other such Holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
such Holders. For the protection and enforcement of the provisions of this Section 6.04,
each and every Holder and the Trustee shall be entitled to such relief as can
be given either at law or in equity.


 


Notwithstanding any other provision in this
Indenture, however, the right of any Holder of any Debt Security or Coupon to
receive payment of the principal of, and premium, if any, and (subject to Section 2.15)
interest on, such Debt Security or Coupon, on or after the respective due dates
expressed in such Debt Security, and 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 6.05. Remedies Cumulative; Delay or Omission in Exercise
of Rights Not a Waiver of Default.  All powers and remedies given
by this Article VI to the Trustee or to the Holders shall, to the extent
permitted by law, be deemed cumulative and not exclusive of any thereof or of
any other powers and remedies available to the Trustee or the Holders, by
judicial proceedings or otherwise, to enforce the performance or observance of
the covenants and agreements contained in this Indenture, and no delay or
omission of the Trustee or of any Holder to exercise any right or power
accruing upon any Default occurring and continuing as aforesaid, shall impair
any such right or power, or shall be construed to be a waiver of any such
Default or an acquiescence therein; and, subject to the provisions of Section 6.04,
every power and remedy given by this Article VI or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Holders.


 


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Section 6.06. Rights of Holders of Majority in Principal Amount of
Debt Securities to Direct Trustee and to Waive Default.  The
Holders of a majority in aggregate principal amount of the Debt Securities of
any series 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 Debt Securities of such series; provided,
however, that such direction shall not be otherwise than in
accordance with law and the provisions of this Indenture, and that subject to
the provisions of Section 7.01, the Trustee shall have the right to
decline to follow any such direction if the Trustee being advised by counsel
shall determine that the action so directed may not lawfully be taken, or if
the Trustee shall by a responsible officer or officers determine that the
action so directed would involve it in personal liability or would be unjustly
prejudicial to Holders of Debt Securities of such series not taking part in
such direction; and provided, further,
however, that nothing in this Indenture contained shall impair the
right of the Trustee to take any action deemed proper by the Trustee and which
is not inconsistent with such direction by such Holders.  Prior to the acceleration of the maturity of
the Debt Securities of any series, as provided in Section 6.01, the
Holders of a majority in aggregate principal amount of the Debt Securities of
that series at the time Outstanding may on behalf of the Holders of all the
Debt Securities and any related Coupons of that series waive any past Default
or Event of Default and its consequences for that series specified in the terms
thereof as contemplated by Section 2.06, except a Default in the payment
of the principal of, and premium, if any, or interest on, any of the Debt
Securities or in the payment of any related Coupon and a Default in respect of
a provision that under Section 9.02 cannot be amended without the consent
of each Holder affected thereby. In case of any such waiver, such Default shall
cease to exist, any Event of Default arising therefrom shall be deemed to have
been cured for every purpose of this Indenture, and the Company, the Guarantor,
the Trustee and the Holders of the Debt Securities of that series shall be
restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.


 


Section 6.07. Trustee to Give Notice of Defaults Known to It, But May Withhold
Such Notice in Certain Circumstances.  The Trustee shall, within 90
days after the occurrence of a Default known to it with respect to a series of
Debt Securities or Coupons, if any, give to the Holders thereof, in the manner
provided in Section 13.03, notice of all Defaults with respect to such
series known to the Trustee, unless such Defaults shall have been cured or
waived before the giving of such notice; provided,
that, except in the case of Default in the payment of the principal of, or
premium, if any, or interest on, any of the Debt Securities or Coupons of such
series or in the making of any sinking fund payment with respect to the Debt
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
committee of directors or responsible officers of the Trustee in good faith
determine that the withholding of such notice is in the interests of the Holders
thereof.


 


Section 6.08. Requirement of an Undertaking to Pay Costs in
Certain Suits under the Indenture or against the Trustee.  All
parties to this Indenture agree, and each Holder of any Debt 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
or omitted by it as Trustee, the filing by any party litigant in such suit of
an undertaking to pay the costs of such suit in the manner and to the extent
provided in the TIA, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees and expenses, against
any party litigant in such suit, having due regard to the merits and good faith
of the claims or defenses made by such party litigant; but the provisions of
this Section 6.08 shall not apply to any suit instituted by the


 


55





















 


Trustee,
to any suit instituted by any Holder, or group of Holders, holding in the
aggregate more than ten percent in principal amount of the Outstanding Debt
Securities of that series or to any suit instituted by any Holder for the
enforcement of the payment of the principal of, or premium, if any, or interest
on, any Debt Security or Coupon on or after the due date for such payment
expressed in such Debt Security or Coupon.


 


ARTICLE VII


CONCERNING THE TRUSTEE


 


Section 7.01. Certain Duties and Responsibilities.  The
Trustee, prior to the occurrence of an Event of Default and after the curing or
waiving of all Events of Default which may have occurred, undertakes to perform
such duties and only such duties as are specifically set forth in this Indenture.  In case an Event of Default has occurred
(which has not been cured or waived), the Trustee shall exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his 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) this subsection shall not be construed
to limit the effect of the first paragraph of this Section 7.01;


 


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


 


(i) the duties and obligations of the Trustee
with respect to Debt Securities and Coupons, if any, 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
with respect to such series as are specifically set forth in this Indenture,
and no implied covenants or obligations with respect to such series 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
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such certificates or
opinions which by any provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall be under a duty to examine the same
to determine whether or not they conform to the requirements of this Indenture;
but the Trustee shall examine the evidence furnished to it pursuant to Sections
4.05 and 4.06 to determine whether or not such evidence conforms to the
requirement of this Indenture;


 


(iii) the Trustee shall not be liable for an
error of judgment made in good faith by a responsible officer, unless it shall
be proved that the Trustee was negligent in ascertaining the pertinent facts;
and


 


(iv)  the Trustee shall not be liable with
respect to any action taken or omitted to be taken by it with respect to Debt
Securities of any series in good faith in accordance with the direction of the
Holders of not less than a majority in aggregate principal amount of the
Outstanding Debt Securities of that series relating to the time, method and
place of conducting any proceeding for


 


56





















 


any
remedy available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Indenture with respect to Debt Securities of such
series.


 


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


 


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


 


Section 7.02. Certain Rights of Trustee. 
Except as otherwise provided in Section 7.01:


 


(a) the Trustee may rely and shall be protected
in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note or other paper or document (whether in its original or
facsimile form) 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 Company or the Guarantor mentioned herein shall be sufficiently evidenced
by a Company Order or Guarantor Order, as the case may be (in each case unless
other evidence in respect thereof be herein specifically prescribed); 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 Company or
the Guarantor, as the case may be;


 


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


 


(d) the Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Indenture at the
request, order or direction of any of the Holders of Debt Securities or Coupons
of any series 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 may be incurred therein or thereby;


 


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


 


(f) prior to the occurrence of an Event of
Default and after the curing of all Events of Default which may have occurred,
the Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, approval or other paper or
document, unless requested in writing to do so by the Holders of a majority in
aggregate principal amount of the then Outstanding Debt Securities of a series
affected by such matter; provided, however,
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 not, in the opinion of the Trustee, reasonably


 


57





















 


assured
to the Trustee by the security afforded to it by the terms of this Indenture,
the Trustee may require reasonable indemnity against such costs, expenses or
liabilities as a condition to so proceeding. 
The reasonable expense of every such investigation shall be paid by the
Company or, if paid by the Trustee, shall be repaid by the Company 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 and the Trustee shall not be responsible for any
misconduct or negligence on the part of any agent or attorney appointed by it
with due care hereunder; and


 


(h) if any property other than cash shall at
any time be subject to a Lien in favor of the Holders, the Trustee, if and to
the extent authorized by a receivership or bankruptcy court of competent
jurisdiction or by the supplemental instrument subjecting such property to such
lien, shall be entitled to make advances for the purpose of preserving such
property or of discharging tax Liens or other prior Liens or encumbrances
thereon.


 


Section 7.03. Trustee Not Liable for Recitals in Indenture or in
Debt Securities.


 


The recitals contained herein, in the Debt Securities (except the
Trustee’s certificate of authentication) and in any Coupons shall be taken as
the statements of the Company and the Guarantor, and the Trustee assumes no
responsibility for the correctness of the same. 
The Trustee makes no representations as to the validity or sufficiency
of this Indenture or of the Debt Securities or Coupons, if any, of any series,
or the Guarantees, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Debt
Securities and perform its obligations hereunder, and that the statements made
by it or to be made by it in a Statement of Eligibility and Qualification on Form T-1
supplied to the Company are true and accurate. 
The Trustee shall not be accountable for the use or application by the
Company of any of the Debt Securities or of the proceeds thereof.


 


Section 7.04. Trustee, Paying Agent or Registrar May Own Debt
Securities.  The Trustee or any paying agent or Registrar,
in its individual or any other capacity, may become the owner or pledgee of
Debt Securities or Coupons and subject to the provisions of the TIA relating to
conflicts of interest and preferential claims may otherwise deal with the
Company and the Guarantor with
the same rights it would have if it were not Trustee, paying agent or
Registrar.


 


Section 7.05. Monies Received By Trustee to Be Held in Trust. 
Subject to the provisions of Section 11.05, all monies 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 law. The Trustee shall be under no
liability for interest on any monies received by it hereunder. So long as no
Event of Default shall have occurred and be continuing, all interest allowed on
any such monies shall be paid from time to time to the Company upon a Company
Order.


 


Section 7.06. Compensation and Reimbursement.  Each
of the Company and the Guarantor, jointly and severally, covenants and agrees
to pay in Dollars to the Trustee from time to time, and the Trustee shall be
entitled to, reasonable compensation for all services rendered by it hereunder
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust), and, except as otherwise
expressly provided herein, the Company or the Guarantor will pay or reimburse
in Dollars the Trustee upon its request for all reasonable expenses,
disbursements and advances Incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the expenses and


 


58





















 


disbursements
of its agents, attorneys and counsel and of all Persons not regularly in its
employ) except any such expense, disbursement or advances as may arise from its
negligence or bad faith.  Each of the
Company and the Guarantor, jointly and severally, also covenants to indemnify
in Dollars the Trustee for, and to hold it harmless against, any loss,
liability or expense Incurred without negligence, willful misconduct or bad
faith on the part of the Trustee, arising out of or in connection with the
acceptance or administration of this trust or trusts hereunder, including the
reasonable costs and expenses of defending itself against any claim of
liability in connection with the exercise or performance of any of its powers or
duties hereunder. The obligations of the Company and the Guarantor under this Section 7.06
to compensate and indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall constitute additional indebtedness
hereunder and shall survive the satisfaction and discharge of this Indenture.
The Company, the Guarantor and the Holders agree that such additional
indebtedness shall be secured by a Lien prior to that of the Debt Securities
and Coupons, if any, upon all property and funds held or collected by the
Trustee, as such, except funds held in trust for the payment of principal of,
and premium, if any, or interest on, particular Debt Securities and Coupons.


 


When the Trustee incurs expenses or renders services
after an Event of Default specified in Section 6.01(h) or (i) occurs,
the expenses and the compensation for the services are intended to constitute
expenses of administration under any bankruptcy, insolvency, reorganization or
other similar law.


 


Section 7.07. Right of Trustee to Rely on an Officers’ Certificate
Where No Other Evidence Specifically Prescribed. 
Except as otherwise provided in Section 7.01, whenever in the
administration of the provisions 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 Officers’ Certificate or, if such
matter pertaining to the Guarantor, a Guarantor’s Officers’ 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 7.08. Separate Trustee; Replacement of Trustee.  The
Company may, but need not, appoint a separate Trustee for any one or more
series of Debt Securities.  The Trustee
may resign with respect to one or more or all series of Debt Securities at any
time by giving notice to the Company and the Guarantor.  The Holders of a majority in principal amount
of the Debt Securities of a particular series may remove the Trustee for such
series and only such series by so notifying the Trustee and may appoint a
successor Trustee.  The Company shall
remove the Trustee if:


 


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


 


(b) the Trustee is adjudged bankrupt or
insolvent;


 


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


 


(d) the Trustee otherwise becomes incapable of
acting.


 


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If the Trustee resigns, is removed by the Company or
by the Holders of a majority in principal amount of the Debt Securities of a
particular series and such Holders do not reasonably promptly appoint a
successor Trustee, or if a vacancy exists in the office of Trustee for any
reason (the Trustee in such event being referred to herein as the retiring
Trustee), the Company shall promptly appoint a successor Trustee.  No resignation or removal of the Trustee and
no appointment of a successor Trustee shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of this Section 7.08.


 


A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company and
the Guarantor.  Thereupon the resignation
or removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture.  The successor Trustee shall
mail a notice of its succession to Holders of Debt Securities of each
applicable series.  The retiring Trustee
shall promptly transfer all property held by it as Trustee to the successorTrustee,
subject to the Lien provided for in Section 7.06.


 


If a successor Trustee does not take office within
60 days after the retiring Trustee gives notice of resignation or is removed,
the retiring Trustee or the Holders of 25% in principal amount of the Debt
Securities of any applicable series may petition any court of competent
jurisdiction for the appointment of a successor Trustee for the Debt Securities
of such series.


 


If the Trustee fails to comply with Section 7.10,
any Holder of Debt Securities of any applicable series may petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of
a successor Trustee for the Debt Securities of such series.


 


Notwithstanding the replacement of the Trustee
pursuant to this Section 7.08, the Company’s obligations under Section 7.06
shall continue for the benefit of the retiring Trustee.


 


In the case of the appointment hereunder of a
separate or successor trustee with respect to the Debt Securities of one or
more series, the Company, the Guarantor, any retiring Trustee and each
successor or separate Trustee with respect to the Debt Securities of any
applicable series shall execute and deliver an Indenture supplemental hereto (i) which
shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of any retiring Trustee
with respect to the Debt Securities of any series as to which any such retiring
Trustee is not retiring shall continue to be vested in such retiring Trustee
and (ii) that 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 separate, retiring or
successor Trustee shall be Trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such
Trustee.


 


Section 7.09. Successor Trustee by Merger.  If
the Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee corporation
or banking association without any further act shall be the successor
Trustee.  In case at the time such
successor or successors by merger, conversion or consolidation to the Trustee
shall succeed to the trusts created by this Indenture any of the Debt
Securities 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 Debt Securities so authenticated; and in case at that
time any of the Debt Securities shall not have been authenticated, any
successor to the Trustee may


 


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authenticate
such Debt Securities either in the name of any predecessor hereunder or in the
name of the successor to the Trustee; and in all such cases such certificates
shall have the full force which it is anywhere in the Debt Securities or in
this Indenture provided that the certificate of the Trustee shall have.


 


Section 7.10. Eligibility; Disqualification.  The Trustee
shall at all times satisfy the requirements of Section 310(a) of the
TIA.  The Trustee shall have a combined
capital and surplus of at least $50,000,000 as set forth in its most recent
published annual report of condition.  No
obligor upon the Debt Securities or Coupons, if any, of a particular series or
Person directly or indirectly controlling, controlled by or under common
control with such obligor shall serve as Trustee upon the Debt Securities and
Coupons of such series.  The Trustee
shall comply with Section 310(b) of the TIA; provided, however, that there shall be
excluded from the operation of Section 310(b)(1) of the TIA this
Indenture or any indenture or indentures under which other securities or
certificates of interest or participation in other securities of the Company
are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of
the TIA are met.


 


Section 7.11. Preferential Collection of Claims against Company.  The
Trustee shall comply with Section 311(a) of the TIA, excluding any
creditor relationship listed in Section 311(b) of the TIA.  A Trustee who has resigned or been removed
shall be subject to Section 311(a) of the TIA to the extent


 


indicated therein.


 


Section 7.12. Compliance with Tax Laws.  The
Trustee hereby agrees to comply with all U.S. Federal income tax information
reporting and withholding requirements applicable to it with respect to
payments of premium (if any) and interest on the Debt Securities, whether
acting as Trustee, Security Registrar, paying agent or otherwise with respect
to the Debt Securities.


 


ARTICLE VIII


CONCERNING THE HOLDERS


 


Section 8.01. Evidence of Action by Holders. 
Whenever in this Indenture it is provided that the Holders of a
specified percentage in aggregate principal amount of the Debt Securities of
any or all series may take action (including the making of any demand or
request, the giving of any direction, notice, consent or waiver or the taking
of any other action) the fact that at the time of taking any such action the
Holders of such specified percentage have joined therein may be evidenced by
any instrument or any number of instruments of similar tenor executed by
Holders in Person or by agent or proxy appointed in writing, by the record of
the Holders voting in favor thereof at any meeting of Holders duly called and
held in accordance with the provisions of Section 5.02 or by a combination
of such instrument or instruments and any such record of such a meeting of
Holders.


 


Section 8.02. Proof of Execution of Instruments and of Holding of
Debt Securities.
Subject to the provisions of Sections 7.01, 7.02 and 13.11, proof of the
execution of any instrument by a Holder or his agent or proxy shall be
sufficient if made 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 ownership of Registered Securities of any series
shall be proved by the Debt Security Register or by a certificate of the
Registrar for such series.


 


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The ownership of Bearer Securities shall be proved
by production of such Bearer Securities or by a certificate executed by any
bank or trust company, which certificate shall be dated and shall state on the
date thereof a Bearer Security bearing a specified identifying number or other
mark was deposited with or exhibited to the Person executing such certificate
by the Person named in such certificate, or by any other proof of possession
reasonably satisfactory to the Trustee. 
The holding by the Person named in any such certificate of any Bearer
Security specified therein shall be presumed to continue for a period of one
year unless at the time of determination of such holding (a) another
certificate bearing a later date issued in respect of the same Bearer Security
shall be produced, (b) such Bearer Security shall be produced by some
other Person, (c) such Bearer Security shall have been registered on the
Debt Security Register, if, pursuant to Section 2.06, such Bearer Security
can be so registered, or (d) such Bearer Security shall have been canceled
or paid.


 


The Trustee may require such additional proof of any
matter referred to in this Section 8.02 as it shall deem necessary.


 


Section 8.03. Who May Be Deemed Owner of Debt Securities. 
Prior to due presentment for registration of transfer of any Registered
Security, the Company, the Guarantor, the Trustee, any paying agent and any
Registrar may deem and treat the Person in whose name any Registered Security
shall be registered upon the books of the Company as the absolute owner of such
Registered Security (whether or not such Registered 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 premium,
if any, and (subject to Section


 


2.03) interest on such Registered Security and for
all other purposes, and none of the Company, the Guarantor nor the Trustee nor
any paying agent nor any Registrar shall be affected by any notice to the
contrary; and all such payments so made to any such Holder for the time being,
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 monies payable upon
any such Registered Security.


 


The Company, the Guarantor, the Trustee and any
paying agent may deem and treat the Holder of any Bearer Security or Coupon as
the absolute owner of such Bearer Security or Coupon (whether or not such Debt
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 premium, if any, and (subject to Section 2.06)
interest on such Bearer Security or Coupon and for all other purposes, and none
of the Company, the Guarantor nor the Trustee nor any paying agent shall be
affected by any notice to the contrary; and all such payments so made to any
such Holder for the time being, 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 monies payable upon any such Bearer Security or Coupon.


 


None of the Company, the Guarantor, the Trustee, any
paying agent or the Registrar will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests in a Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.


 


Section 8.04. Instruments Executed by Holders Bind Future Holders.  At
any time prior to (but not after) the evidencing to the Trustee, as provided in
Section 8.01, of the taking of any action by the Holders of the percentage
in aggregate principal amount of the Debt Securities of any series specified in
this Indenture in connection with such action and subject to the following
paragraph, any Holder of a Debt Security which is shown by the evidence to be
included in the Debt Securities the Holders of which have consented to such
action may, by filing


 


62





















 


written
notice with the Trustee at its corporate trust office and upon proof of holding
as provided in Section 8.02, revoke such action so far as concerns such
Debt Security.  Except as aforesaid any
such action taken by the Holder of any Debt Security shall be conclusive and
binding upon such Holder and upon all future Holders and owners of such Debt
Security and all past, present and future Holders of Coupons, if any,
appertaining thereto, and of any Debt Security issued upon transfer thereof or
in exchange or substitution therefor, irrespective of whether or not any
notation in regard thereto is made upon such Debt Security or such other Debt Securities
or Coupons.  Any action taken by the
Holders of the percentage in aggregate principal amount of the Debt Securities
of any series specified in this Indenture in connection with such action shall
be conclusively binding upon the Company, the Guarantor, the Trustee and the
Holders of all the Debt Securities and Coupons of such series.


 


The Company may, but shall not be obligated to, fix
a record date for the purpose of determining the Holders of Registered
Securities entitled to give their consent or take any other action required or
permitted to be taken pursuant to this Indenture.  If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were
Holders of Registered Securities at such record date (or their duly designated
proxies), and only those Persons, shall be entitled to give such consent or to
revoke any consent previously given or to take any such action, whether or not
such Persons continue to be Holders of Registered Securities after such record
date.  No such consent shall be valid or
effective for more than 120 days after such record date unless the consent of
the Holders of the percentage in aggregate principal amount of the Debt
Securities of such series specified in this Indenture shall have been received
within such 120-day period.


 


ARTICLE IX


SUPPLEMENTAL INDENTURES


 


Section 9.01. Purposes for Which Supplemental Indenture May Be
entered into without Consent of Holders. 
The Company
(when authorized by or pursuant to a Board Resolution ), the Guarantor (when
authorized by or pursuant to a Board Resolution), and the Trustee may from time
to time and at any time, without the consent of Holders, enter into an
Indenture or Indentures supplemental hereto (which shall conform to the
provisions of the TIA as in force at the date of the execution thereof) for one
or more of the following purposes:


 


(a) to evidence the succession pursuant to Article X
of another Person to the Company or the Guarantor , or successive successions,
and the assumption by the Successor Company (as defined in Section 10.01)
of the covenants, agreements and obligations of the Company or the Guarantor in
this Indenture and in the Debt Securities or the Guarantees;


 


(b) to surrender any right or power herein
conferred upon the Company or the Guarantor, to add to the covenants of the
Company or the Guarantor such further covenants, restrictions, conditions or
provisions for the protection of the Holders of all or any series of Debt
Securities and the Coupons, if any, appertaining thereto (and if such covenants
are to be for the benefit of less than all series of Debt Securities, stating
that such covenants are expressly being included solely for the benefit of such
series) as the Board of Directors of the Company or the Guarantor, as the case
may be, shall consider to be for the protection of the Holders of such Debt
Securities, and to make the occurrence, or the occurrence and continuance, of a
Default in any of such additional covenants, restrictions, conditions or
provisions a Default or an Event of Default permitting the enforcement of all
or any of the several remedies provided
in this Indenture; 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


 


63





















 


may
be shorter or longer than that allowed in the case of other Defaults) or may
provide for an immediate enforcement upon such Default or may limit the
remedies available to the Trustee upon such Default or may limit the right of
the Holders of a majority in aggregate principal amount of any or all series of
Debt Securities to waive such default;


 


(c) to cure any ambiguity or omission or to
correct or supplement any provision contained herein, in any supplemental
Indenture or in any Debt Securities of any series that may be defective or
inconsistent with any other provision contained herein, in any supplemental
Indenture or in the Debt Securities of such series; to convey, transfer,
assign, mortgage or pledge any property to or with the Trustee, or to make such
other provisions in regard to matters or questions arising under this Indenture
as shall not adversely affect the interests of any Holders of Debt Securities
of any series;


 


(d) to modify or amend this Indenture in such a
manner as to permit the qualification of this Indenture or any Indenture
supplemental hereto under the TIA as then in effect, except that nothing herein
contained shall permit or authorize the inclusion in any Indenture supplemental
hereto of the provisions referred to in Section 316(a)(2) of the TIA;


 


(e) to add to or change any of the provisions
of this Indenture to provide that Bearer Securities may be registerable as to
principal, to change or eliminate any restrictions on the payment of principal
of, or premium, if any, on, Registered Securities or of principal of, or
premium, if any, or interest on, Bearer Securities or to permit Registered
Securities to be exchanged for Bearer Securities or permit or facilitate the
issuance of Debt Securities of any series in uncertificated form; provided, that any such action shall not
adversely affect the interests of the Holders of Debt Securities or any Coupons
of any series in any material respect;


 


(f) to comply with Article X;


 


(g) to make any change in Article XIV that
would limit or terminate the benefits available to any holder of Senior
Indebtedness (or Representatives therefor) under Article XIV;


 


(h) to add Guarantees with respect to any or
all of the Debt Securities or to secure any or all of the Debt Securities or
the Guarantees;


 


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


 


(j) to make any change that does not adversely
affect the rights of any Holder;


 


(k) to add to, change or eliminate any of the
provisions of this Indenture in respect of one or more series of Debt
Securities; provided, however,
that any such addition, change or elimination not otherwise permitted under
this Section 9.01 shall neither apply to any Debt Security of any series
created prior to the execution of such supplemental Indenture and entitled to
the benefit of such provision nor modify the rights of the Holder of any such
Debt Security with respect to such provision or shall become effective only
when there is no such Debt Security Outstanding;


 


(l) to evidence and provide for the acceptance of
appointment hereunder by a successor or separate Trustee with respect to the
Debt 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;


 


64





















 


(m) to establish the form or terms of Debt
Securities and Coupons, if any, of any series as permitted by Sections 2.01 and
2.06; and


 


(n) to provide for uncertificated Debt Securities in
addition to or in place of certificated Debt Securities (provided that the
uncertificated Debt Securities are issued in registered form for purposes of Section 163(f) of
the Internal Revenue Code of 1986, as amended, or in a manner such that the
uncertificated Debt Securities are described in Section 163(f)(2)(B) of
the Internal Revenue Code of 1986, as amended).


 


The Trustee is hereby authorized to join with the
Company and the Guarantor 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 9.01 may be executed by the Company, the
Guarantor and the Trustee without the consent of the Holders of any of the Debt
Securities or Coupons, if any, appertaining thereto at the time Outstanding,
notwithstanding any of the provisions of Section 9.02.


 


An amendment under this Section 9.01 may not
make any change that adversely affects the rights under Article XIV of any
holder of Senior Indebtedness then outstanding unless the holders of such
Senior Indebtedness (or any group or Representative thereof authorized to give
a consent) consent to such change.


 


After an amendment under this Section 9.01
becomes effective, the Company shall mail to Holders of Debt Securities of each
series affected thereby a notice briefly describing such amendment.  The failure to give such notice to all such
Holders, or any defect therein, shall not impair or affect the validity of an
amendment under this Section 9.01.


 


Section 9.02. Modification of Indenture with Consent of Holders of
Debt Securities.
Without notice to any Holder but with the consent (evidenced as provided in Section 8.01)
of the Holders of not less than a majority in aggregate principal amount of the
Outstanding Debt Securities of each series affected by such supplemental
Indenture, the Company (when authorized by or pursuant to a Board Resolution),
the Guarantor (when authorized by or pursuant to a Board Resolution), , 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
TIA as in force 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 Debt Securities of such series; provided, that no such supplemental
Indenture, without the consent of the Holders of each Debt Security so
affected, shall reduce the percentage in principal amount of Debt Securities of
any series whose Holders must consent to an amendment; reduce the rate of or
extend the time for payment of interest on any Debt Security or Coupon or reduce
the amount of any payment to be made with respect to any Coupon; reduce the
principal of or extend the Stated Maturity of any Debt Security;  reduce the premium payable upon the
redemption of any Debt Security or change the time at which any Debt Security
may or shall be redeemed in accordance with Article III; change the
duration of the maximum consecutive period, if any, that payments of interest
on such Debt Securities may be deferred, if applicable; make any Debt Security
or Coupon payable in


 


65





















 


Currency
other than that stated in the Debt Security; make any change in Article XIV
that adversely affects the rights of any Holder under Article XIV; release
any security that may have been granted in respect of the Debt Securities;  make any change in Section 6.06 or this Section 9.02;  change any obligation of the Company to pay
additional interest pursuant to Section 4.07; make any change that
adversely affects the right to convert or exchange any Debt Security into or
for Common Stock or other securities, cash or property in accordance with its
terms; or limit the obligation of the Company to maintain a paying agency
outside the United States for payment on Bearer Securities as provided in Section 4.02
or limit the obligation of the Company to redeem a Bearer Security as provided
in Section 3.02(b).


 


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


 


Upon the request of the Company and the Guarantor,
accompanied by a copy of a resolution of the Board of Directors of the Company
and the Guarantor authorizing the execution of any such supplemental Indenture,
and upon the filing with the Trustee of evidence of the consent of Holders as
aforesaid, the Trustee shall join with the Company and the Guarantor in the
execution of such supplemental Indenture unless such supplemental Indenture
affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion but shall not be
obligated to enter into such supplemental Indenture.


 


It shall not be necessary for the consent of the
Holders under this Section 9.02 to approve the particular form of any
proposed supplemental Indenture, but it shall be sufficient if such consent
shall approve the substance thereof.


 


An amendment under this Section 9.02 may not
make any change that adversely affects the rights under Article XIV of any
holder of Senior Indebtedness then outstanding unless the holders of such
Senior Indebtedness (or any group or Representative thereof authorized to give
a consent) consent to such change.


 


After an amendment under this Section 9.02
becomes effective, the Company shall mail to Holders of Debt Securities of each
series affected thereby a notice briefly describing such amendment.  The failure to give such notice to all such
Holders, or any defect therein, shall not impair or affect the validity of an
amendment under this Section 9.02.


 


Section 9.03. Effect of Supplemental Indentures. Upon the execution of any supplemental
Indenture pursuant to the provisions of this Article IX, 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 Company, the Guarantor and
the Holders 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.


 


The Trustee, subject to the provisions of Sections
7.01 and 7.02, may receive an Officers’ Certificate and an Opinion of Counsel
as conclusive evidence that any such supplemental Indenture complies with the
provisions of this Article IX.


 


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Section 9.04. Debt Securities May Bear Notation of Changes By
Supplemental Indentures.  Debt Securities and Coupons, if any, of any
series authenticated and delivered after the execution of any supplemental
Indenture pursuant to the provisions of this Article IX may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental Indenture.  New Debt Securities and Coupons 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 and executed by the Company with
Guarantees endorsed thereon, authenticated by the Trustee and delivered in
exchange for the Debt Securities and Coupons of such series then
Outstanding.  Failure to make the
appropriate notation or to issue a new Debt Security or Coupon of such series
shall not affect the validity of such amendment.


 


ARTICLE X


CONSOLIDATION, MERGER, SALE OR
CONVEYANCE


 


Section 10.01.    
Consolidations and Mergers of the Company.  The
Company shall not consolidate with or merge with or into any Person, or convey,
transfer or lease all or substantially all its assets, unless:  (a) either (i) the Company shall be
the continuing Person in the case of a merger or (ii) the resulting,
surviving or transferee Person if other than the Company (the “Successor
Company”) shall be a corporation organized and existing under the laws of the
United States, any State thereof or the District of Columbia and the Successor
Company 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 Company under the Debt Securities and Coupons, if any,
according to their tenor, and this Indenture; (b) immediately after giving
effect to such transaction (and treating any Indebtedness which becomes an
obligation of the Successor Company or any Subsidiary of the Company as a
result of such transaction as having been incurred by the Successor Company or
such Subsidiary at the time of such transaction), no Default or Event of
Default would occur or be continuing; (c) the Successor Company waives any
right to redeem any Bearer Security under circumstances in which the Successor
Company would be entitled to redeem such Bearer Security but the Company would
not have been so entitled to redeem if the consolidation, merger, conveyance,
transfer or lease had not occurred; and (d) the Company shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that such consolidation, merger or transfer and such supplemental
Indenture (if any) complies with this Indenture.


 


Section 10.02.    
Consolidations and Mergers of the Guarantor.  The
Guarantor shall not consolidate with or merge with or into any Person, or
convey, transfer or lease all or substantially all its assets, unless:  (a) either (i) the Guarantor shall
be the continuing Person in the case of a merger or (ii) the resulting,
surviving or transferee Person if other than the Guarantor shall be a
corporation organized and existing under the laws of the United States, any
State thereof or the District of Columbia and the successor company 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
Guarantor under the Guarantees according to their tenor, and this Indenture; (b) immediately
after giving effect to such transaction (and treating any Indebtedness which
becomes an obligation of the successor company as a result of such transaction
as having been incurred by the successor company at the time of such
transaction), no Default or Event of Default would occur or be continuing; (c) the
successor company waives any right to redeem any Bearer Security under
circumstances in which the successor company would be entitled to redeem such
Bearer Security but the Guarantor would not have been so entitled to redeem if
the consolidation, merger, conveyance, transfer or lease had not occurred; and (d) the


 


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Guarantor
shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger or transfer and such
supplemental Indenture (if any) complies with this Indenture.


 


Section 10.03.     Rights
and Duties of Successor Company.  In case of any consolidation
or merger, or conveyance or transfer of the assets of the Company or the
Guarantor as an entirety or substantially as an entirety in accordance with Section 10.01
or Section 10.02, the successor company shall succeed to and be
substituted for the Company or the Guarantor, as the case may be, with the same
effect as if it had been named herein as the party of the first part, and the
predecessor corporation shall be relieved of any further obligation under the
Indenture and the Debt Securities.  The
successor company thereupon may cause to be signed, and may issue either in its
own name or in the name of the Company or the Guarantor, as the case may be,
any or all the Debt Securities issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee; and, upon the
order of the successor company, instead of the Company or the Guarantor, as the
case may be, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any Debt
Securities and Coupons, if any, appertaining thereto, which previously shall
have been signed and delivered by the officers of the Company to the Trustee
for authentication, and any Debt Securities and Coupons, if any, appertaining
thereto, which the successor company thereafter shall cause to be signed and
delivered to the Trustee for that purpose. 
All the Debt Securities and Coupons, if any, appertaining thereto so
issued shall in all respects have the same legal rank and benefit under this
Indenture as the Debt Securities and Coupons, if any, appertaining thereto
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all such Debt Securities and Coupons had been issued at the date of
the execution hereof.


 


In case of any such consolidation, merger, sale or
conveyance such changes in phraseology and form (but not in substance) may be
made in the Debt Securities and Coupons, if any, appertaining thereto
thereafter to be issued as may be appropriate.


 


Section 10.04.                  Assumption by the Guarantor
of the Company’s Obligations.


 


(a) The Guarantor may, at its option, assume
the obligations of the Company as obligor under any series of Debt Securities
and this Indenture; provided
that:


 


(i) the Guarantor expressly assumes in an
assumption agreement or supplemental Indenture hereto, executed and delivered
to the Trustee, in form satisfactory to the Trustee, the due and punctual
payment of the principal of and any premium and Interest on such Debt
Securities and the performance or observance of every covenant of this
Indenture on the part of the Company to be performed or observed, and which
agreement or supplemental Indenture shall provide for conversion or exchange
rights in accordance with the provisions of the Debt Securities of the
applicable series;


 


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


 


(iii) the Guarantor shall have delivered to the
Trustee an Officers’ Certificate stating that such assumption and such
assumption agreement or supplemental Indenture comply with this Article and
that all conditions precedent herein provided for relating to such assumption
have been complied with.


 


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(b) Upon any assumption pursuant to Section 10.04(a),
the Guarantor shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under such Debt Securities and this Indenture
with the same effect as if the Guarantor had been named as the Company herein,
and the Company shall be released from its liability as obligor upon the Debt
Securities and any Coupons and under this Indenture.


 


ARTICLE XI


SATISFACTION AND DISCHARGE OF


INDENTURE; DEFEASANCE; UNCLAIMED
MONIES


 


Section 11.01.    
Applicability of Article.  If, pursuant to Section 2.06,
provision is made for the defeasance of Debt Securities of a series and if the
Debt Securities of such series are Registered Securities and denominated and
payable only in Dollars (except as provided pursuant to Section 2.06),
then the provisions of this Article XI relating to defeasance of Debt
Securities shall be applicable except as otherwise specified pursuant to Section 2.06
for Debt Securities of such series. 
Defeasance provisions, if any, for Debt Securities denominated in a
Foreign Currency or for Bearer Securities may be specified pursuant to Section 2.06.


 


Section 11.02.    
Satisfaction and Discharge of Indenture; Defeasance.


 


(a) If at any time the Company shall have
delivered to the Trustee for cancellation all Debt Securities of any series
theretofore authenticated and delivered (other than Coupons appertaining to Bearer
Securities of such series called for redemption and maturing after the relevant
redemption date, surrender of which has been waived,  any Debt Securities and Coupons of such
series which shall have been destroyed, lost or stolen and which shall have
been replaced or paid as provided in Section 2.12 and Debt Securities and
Coupons for whose payment money has theretofore been deposited in trust and
thereafter repaid to the Company as provided in Section 11.05) or all Debt
Securities and the Coupons, if any, of such series 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 the Company or the Guarantor shall
deposit with the Trustee as trust funds the entire amount in the Currency in
which such Debt Securities are denominated (except as otherwise provided pursuant
to Section 2.06) sufficient to pay at maturity or upon redemption all Debt
Securities of such series not theretofore delivered to the Trustee for
cancellation, including principal and premium, if any, and interest due or to
become due on such date of maturity or redemption date, as the case may be, and
if in either case the Company or the Guarantor shall also pay or cause to be
paid all other sums payable hereunder by the Company or the Guarantor, then
this Indenture shall cease to be of further effect (except as to any surviving
rights of registration of transfer or exchange of such Debt Securities herein
expressly provided for and rights to receive payments of principal of, and
premium, if any, and interest on, such Debt Securities and any right to receive
additional interest as provided in Section 4.07) with respect to the Debt
Securities of such series, and the Trustee, on demand of the Company or the
Guarantor accompanied by an Officers’ Certificate and an Opinion of Counsel and
at the cost and expense of the Company or the Guarantor, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture.


 


(b) Subject to Sections 11.02(c), 11.03 and
11.07, the Company at any time may terminate, with respect to Debt Securities
of a particular series, all its obligations under the Debt Securities of such
series and this Indenture with respect to the Debt Securities of such series (“legal
defeasance option”) or the operation of Sections 6.01(e), (f), (g) and (j)
(“covenant


 


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defeasance
option”). The Company may exercise its legal defeasance option notwithstanding
its prior exercise of its covenant defeasance option.


 


If the Company exercises its legal defeasance
option, payment of the Debt Securities of the defeased series may not be
accelerated because of an Event of Default. 
If the Company exercises its covenant defeasance option, payment of the
Debt Securities of the defeased series may not be accelerated because of an
Event of Default specified in Sections 6.01(e), (f), (g) and (j) (except
to the extent covenants or agreements referenced in such Sections remain
applicable).


 


Upon satisfaction of the conditions set forth herein
and upon request of the Company, the Trustee shall acknowledge in writing the
discharge of those obligations that the Company terminates.


 


(c) Notwithstanding clauses (a) and (b) above,
the Company’s and the Guarantor’s obligations in Sections 2.10, 2.12, 4.02,
4.04, 5.01, 7.06, 7.10, 11.05, 11.06 and 11.07 shall survive until the Debt
Securities of the defeased series have been paid in full.  Thereafter, the Company’s and the Guarantor’s
obligations in Sections 7.06, 11.05 and 11.06 shall survive.


 


Section 11.03.    
Conditions of Defeasance.  The Company may exercise its
legal defeasance option or its covenant defeasance option with respect to Debt
Securities of a particular series only if:


 


(a) the Company or the Guarantor irrevocably
deposits in trust with the Trustee money or U.S. Government Obligations for the
payment of principal of, and premium, if any, and interest on, the Debt
Securities of such series to maturity or redemption, as the case may be;


 


(b) the Company or the Guarantor delivers to
the Trustee a certificate from a nationally recognized firm of independent
accountants expressing their opinion that the payments of principal and
interest when due and without reinvestment on the deposited U.S. Government
Obligations plus any deposited money without investment will provide cash at
such times and in such amounts as will be sufficient to pay the principal,
premium and interest when due on all the Debt Securities of such series to
maturity or redemption, as the case may be;


 


(c) 123 days pass after the deposit is made and
during the 123-day period no Default specified in Section 6.01(h) or (i) with
respect to the Company or the Guarantor occurs which is continuing at the end
of the period;


 


(d) no Default has occurred and is continuing
on the date of such deposit and after giving effect thereto;


 


(e) the deposit does not constitute a default
under any other agreement binding on the Company or the Guarantor and, is not
prohibited by Article XIV;


 


(f) the Company and the Guarantor deliver to
the Trustee an Opinion of Counsel to the effect that the trust resulting from
the deposit does not constitute, or is qualified as, a regulated investment
company under the Investment Company Act of 1940;


 


(g) in the event of the legal defeasance
option, the Company or the Guarantor shall have delivered to the Trustee an
Opinion of Counsel stating that the Company or the Guarantor has received from
the Internal Revenue Service a ruling, or since the date of this Indenture
there has been a change in the applicable Federal income tax law, in either
case of the effect that, and based


 


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thereon
such Opinion of Counsel shall confirm that, the Holders of Debt Securities of
such series will not recognize income, gain or loss for Federal income tax
purposes as a result of such defeasance and will be subject to Federal income
tax on the same amounts, in the same manner and at the same times as would have
been the case if such defeasance had not occurred;


 


(h) in the event of the covenant defeasance
option, the Company and the Guarantor shall have delivered to the Trustee an
Opinion of Counsel to the effect that the Holders of Debt Securities of such
series will not recognize income, gain or loss for Federal income tax purposes
as a result of such covenant defeasance and will be subject to Federal income
tax on the same amounts, in the same manner and at the same times as would have
been the case if such covenant defeasance had not occurred; and


 


(i) the Company and the Guarantor deliver to
the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that all conditions precedent to the defeasance and discharge of the Debt
Securities of such series as contemplated by this Article XI have been
complied with.


 


Before or after a deposit, the Company and the
Guarantor may make arrangements satisfactory to the Trustee for the redemption
of Debt Securities of such series at a future date in accordance with Article III.


 


Section 11.04.    
Application of Trust Money.  The Trustee shall hold in trust
money or U.S. Government Obligations deposited with it pursuant to this Article XI.  It shall apply the deposited money and the
money from U.S. Government Obligations through any paying agent and in
accordance with this Indenture to the payment of principal of, and premium, if
any, and interest on, the Debt Securities and Coupons, if any, of the defeased
series.  Money and securities so held in
trust are not subject to Article XIV.


 


Section 11.05.     Repayment
to Company.  The Trustee and any paying agent shall
promptly turn over to the Company or the Guarantor, as the case may be, upon
request any excess money or securities held by them at any time.  Subject to any applicable abandoned property
law, the Trustee and any paying agent shall pay to the Company or the
Guarantor, as the case may be, upon request any money held by them for the
payment of principal, premium or interest that remains unclaimed for two years,
and, thereafter, Holders entitled to such money must look to the Company or the
Guarantor, as the case may be, for payment as general creditors.


 


Section 11.06.     Indemnity
for U.S. Government Obligations.  The Company and the Guarantor
shall pay and shall indemnify the Trustee and the Holders against any tax, fee
or other charge imposed on or assessed against deposited U.S. Government
Obligations or the principal and interest received on such U.S. Government
Obligations.


 


Section 11.07.    
Reinstatement.  If the Trustee or any paying agent is unable
to apply any money or U.S. Government Obligations in accordance with this Article XI
by reason of any legal proceeding or by reason of any order or judgment of any
court or government authority enjoining, restraining or otherwise prohibiting
such application, the Company’s and the Guarantor’s obligations under this
Indenture and the Debt Securities and the related Guarantees of the defeased
series shall be revived and reinstated as though no deposit had occurred
pursuant to this Article XI until such time as the Trustee or any paying
agent is permitted to apply all such money or U.S. Government Obligations in
accordance with this Article XI, provided
however, that if the Company or the Guarantor makes any payment of
principal of, any premium or Interest on or with respect to any such Debt
Security or the related Guarantee following reinstatement of its obligations,
the Company or the Guarantor, as the case may be, shall be subrogated to the


 


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rights
(if any) of the Holders of such Debt Securities to receive such payment from
the money so held in trust.


 


ARTICLE XII


GUARANTEES OF SECURITIES


 


Section 12.01. Unconditional Guarantees.


 


(a) For value received, the Guarantor
hereby fully, irrevocably, unconditionally and absolutely guarantees to each
Holder of a Debt Security authenticated and delivered by the Trustee, and to
the Trustee, on behalf of such Holder, the due and punctual payment of the
principal of, and premium, if any, and interest on the Debt Securities and all
other amounts due and payable under this Indenture and the Debt Securities by
the Company (including, without limitation, all costs and expenses (including
reasonable legal fees and disbursements) incurred by the Trustee or the Holders
in connection with the enforcement of this Indenture and the Guarantees)
(collectively, the “Indenture Obligations”), when and as
such principal, premium, if any, and interest and such other amounts shall
become due and payable, whether at the Stated Maturity, upon redemption or by
declaration of acceleration or otherwise, according to the terms of the Debt Securities
and this Indenture. The guarantees by the Guarantor set forth in this Article XII
are referred to herein as the “Guarantees.” Without limiting the generality of
the foregoing, the Guarantor’s liability shall extend to all amounts that
constitute part of the Indenture Obligations and would be owed by the Company
under this Indenture and the Debt Securities but for the fact that they are
unenforceable, reduced, limited, impaired, suspended or not allowable due to
the existence of a bankruptcy, reorganization or similar proceeding involving
the Company.


 


(b) Failing payment
when due of any amount guaranteed pursuant to the Guarantees, for whatever
reason, the Guarantor will be obligated to pay the same immediately to the
Trustee, without set-off or counterclaim or other reduction whatsoever (whether
for taxes, withholding or otherwise). Each Guarantee hereunder is intended to
be a general, unsecured, subordinated obligation of the Guarantor and will be
subordinate to all Guarantor Senior Indebtedness and rank pari passu in right
of payment with all other Indebtedness of the Guarantor that is not, by its
terms, expressly subordinated in right of payment to the Guarantee of the
Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be
full, irrevocable, unconditional and absolute, irrespective of the validity,
regularity or enforceability of the Debt Securities, the Guarantees or this
Indenture, the absence of any action to enforce the same, any waiver or consent
by any Holder with respect to any provisions hereof or thereof, the recovery of
any judgment against the Company, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of the Guarantor. The Guarantor hereby agrees that in the event of a
default in payment of the principal of, or premium, if any, or interest on the
Debt Securities of any series or any other amounts payable under this Indenture
and the Debt Securities by the Company, whether at the Stated Maturity, upon
redemption or by declaration of acceleration or otherwise, legal proceedings
may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.04
hereof, by the Holders, on the terms and conditions set forth in this
Indenture, directly against the Guarantor to enforce the Guarantees without
first proceeding against the Company.


 


(c) To the fullest
extent permitted by applicable law, the obligations of the Guarantor under this
Article XII shall be as aforesaid full, irrevocable, unconditional and
absolute and shall not be impaired, modified, discharged, released or limited
by any occurrence or condition whatsoever, including, without limitation, (i) any
compromise, settlement, release, waiver,


 


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renewal, extension, indulgence or modification of,
or any change in, any of the obligations and liabilities of the Company or the
Guarantor contained in any of the Debt Securities or this Indenture, (ii) any
impairment, modification, release or limitation of the liability of the
Company, the Guarantor or any of their estates in bankruptcy, or any remedy for
the enforcement thereof, resulting from the operation of any present or future
provision of any applicable Bankruptcy Law, as amended, or other statute or
from the decision of any court, (iii) the assertion or exercise by the
Company, the Guarantor or the Trustee of any rights or remedies under any of
the Debt Securities or this Indenture or their delay in or failure to assert or
exercise any such rights or remedies, (iv) the assignment or the purported
assignment of any property as security for any of the Debt Securities,
including all or any part of the rights of the Company or the Guarantor under
this Indenture, (v) the extension of the time for payment by the Company
or the Guarantor of any payments or other sums or any part thereof owing or
payable under any of the terms and provisions of any of the Debt Securities or
this Indenture or of the time for performance by the Company or the Guarantor
of any other obligations under or arising out of any such terms and provisions
or the extension or the renewal of any thereof, (vi) the modification or
amendment (whether material or otherwise) of any duty, agreement or obligation
of the Company or the Guarantor set forth in this Indenture, (vii) the
voluntary or involuntary liquidation, dissolution, sale or other disposition of
all or substantially all of the assets, marshaling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of, or other similar
proceeding affecting, the Company or the Guarantor or any of their respective
assets, or the disaffirmance of any of the Debt Securities, the Guarantees or
this Indenture in any such proceeding, (viii) the release or discharge of
the Company or the Guarantor from the performance or observance of any
agreement, covenant, term or condition contained in any of such instruments by
operation of law, (ix) the unenforceability of any of the Debt Securities,
the Guarantees or this Indenture, (x) any change in the name, business, capital
structure, corporate existence, or ownership of the Company or the Guarantor,
or (xi) any other circumstance which might otherwise constitute a defense
available to, or a legal or equitable discharge of, a surety or the Guarantor.


 


(d) The Guarantor
hereby (i) waives diligence, presentment, demand of payment, notice of
acceptance, filing of claims with a court in the event of the merger,
insolvency or bankruptcy of the Company or the Guarantor, and all demands and
notices whatsoever, (ii) acknowledges that any agreement, instrument or
document evidencing the Guarantees may be transferred and that the benefit of
its obligations hereunder shall extend to each holder of any agreement,
instrument or document evidencing the Guarantees without notice to them and (iii) covenants
that its Guarantee will not be discharged except by complete performance of the
Guarantees. The Guarantor further agrees that if at any time all or any part of
any payment theretofore applied by any Person to any Guarantee is, or must be,
rescinded or returned for any reason whatsoever, including without limitation,
the insolvency, bankruptcy or reorganization of the Guarantor, such Guarantee
shall, to the extent that such payment is or must be rescinded or returned, be
deemed to have continued in existence notwithstanding such application, and the
Guarantees shall continue to be effective or be reinstated, as the case may be,
as though such application had not been made.


 


(e) The Guarantor
shall be subrogated to all rights of the Holders and the Trustee against the
Company in respect of any amounts paid by the Guarantor pursuant to the
provisions of this Indenture; provided,
however, that the Guarantor shall not be entitled to enforce or to
receive any payments arising out of, or based upon, such right of subrogation
with respect to any of the Debt Securities until all of the Debt Securities and
the Guarantees thereof shall have been indefeasibly paid in full or discharged.


 


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(f) A director,
officer, employee or stockholder, as such, of the Guarantor shall not have any
liability for any obligations of the Guarantor under this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation.


 


(g) No failure to
exercise and no delay in exercising, on the part of the Trustee or the Holders,
any right, power, privilege or remedy under this Article XII and the
Guarantees shall operate as a waiver thereof, nor shall any single or partial
exercise of any rights, power, privilege or remedy preclude any other or
further exercise thereof, or the exercise of any other rights, powers,
privileges or remedies. The rights and remedies herein provided for are
cumulative and not exclusive of any rights or remedies provided in law or
equity. Nothing contained in this Article XII shall limit the right of the
Trustee or the Holders to take any action to accelerate the maturity of the
Debt Securities pursuant to Article VI or to pursue any rights or remedies
hereunder or under applicable law.


 


Section 12.02. Execution and Delivery of Notation of Guarantees.


 


To further evidence the
Guarantees, the Guarantor hereby agrees that a notation of such Guarantees in
the form set forth in Section 2.05 shall be endorsed on each Debt Security
authenticated and delivered by the Trustee and executed by either manual or
facsimile signature of an Officer of the Guarantor.


 


The Guarantor hereby
agrees that its Guarantees shall remain in full force and effect
notwithstanding any failure to endorse on each Debt Security a notation
relating to the Guarantee thereof.


 


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


 


The delivery of any Debt
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.


 


ARTICLE XIII


MISCELLANEOUS PROVISIONS


 


Section 13.01.     Successors
and Assigns of Company Bound by Indenture. All the covenants, stipulations, promises
and agreements in this Indenture contained by or in behalf of the Company, the
Guarantor or the Trustee shall bind its respective successors and assigns,
whether so expressed or not.


 


Section 13.02.     Acts of
Board, Committee or Officer of Successor Company Valid.  Any
act or proceeding by any provision of this Indenture authorized or required to
be done or performed by any board, committee or officer of the Company or the
Guarantor, as applicable, shall and may be done and performed with like force
and effect by the like board, committee or officer of any Successor Company.


 


Section 13.03.     Required
Notices or Demands.  Any notice or communication by the Company, the
Guarantor or the Trustee to the others is duly given if in writing and
delivered in Person or mailed by registered or certified mail (return receipt
requested), telex, telecopier or overnight air courier guaranteeing next day
delivery, to the other’s address:


 


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If to the Company:


 


Warren Resources, Inc.


489 Fifth Avenue


32nd Floor


New York, NY 10017


Attention: 
General Counsel


 


If to the Guarantor:


 


Warren Resources of California, Inc.


301 East Ocean Blvd., Suite 1010


Long Beach, CA 90802


Attention: 
President


 


If to the Trustee:


 


The Bank of New York


Corporate Trust Office


[            ]


[            ]


Attention: Corporate Trust Administration


 


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


 


All notices and communications shall be deemed to
have been duly given:  at the time
delivered by hand, if personally delivered; five Business Days after being deposited
in the mail, postage prepaid, if mailed; when answered back, if telexed; on the
first Business Day on or after being sent, if telecopied and the sender
receives confirmation of successful transmission; and the next Business Day
after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery.


 


Any notice required or permitted to a Registered
Holder pursuant to the provisions of this Indenture shall be deemed to be
properly mailed by being deposited postage prepaid in a post office letter box
in the United States addressed to such Holder at the address of such Holder as
shown on the Debt Security Register.  Any
report pursuant to Section 313 of the TIA shall be transmitted in
compliance with subsection (c) therein.


 


Any notice required or permitted to a Bearer Holder
pursuant to this Indenture shall be deemed to be properly given if published on
two separate business days in an Authorized Newspaper or Newspapers in such
Place or Places of Payment specified pursuant to Section 2.06, the first
such publication to be not earlier than the earliest date and not later than
two business days prior to the latest date prescribed for the giving of such
notice. Notwithstanding the foregoing, any notice to Holders of Floating Rate
Debt Securities regarding the determination of a periodic rate of interest, if
such notice is required pursuant to Section 2.06, shall be sufficiently
given if given in the manner specified pursuant to Section 2.06.


 


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


 


In the event of suspension of publication of any
Authorized Newspaper or by reason of any other cause it shall be impracticable
to give notice by publication, then such notification as shall be given with
the approval of the Trustee shall constitute sufficient notice for every
purpose hereunder.


 


Failure to mail a notice or communication to a
Holder or any defect in it or any defect in any notice by publication as to a
Holder shall not affect the sufficiency of such notice with respect to other
Holders.  If a notice or communication is
mailed or published in the manner provided above, it is conclusively presumed
duly given.


 


Section 13.04.     Indenture
and Debt Securities to be Construed in accordance with the Laws of the State of
New York.  This Indenture, each Debt Security, each
Coupon and the Guarantees shall be deemed to be New York contracts, and for all
purposes shall be construed in accordance with the laws of said State (without
reference to principles of conflicts of law).


 


Section 13.05.     Officers’
Certificate and Opinion of Counsel to be Furnished Upon Application or Demand
by the Company or Guarantor.  Upon any application or demand
by the Company or the Guarantor to the Trustee to take any action under any of
the provisions of this Indenture, the Company or the Guarantor shall furnish to
the Trustee an Officers’ 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
document 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.


 


Section 13.06.     Payments
Due on Legal Holidays.  In any case where the date of maturity of
interest on or principal of and premium, if any, on the Debt Securities of a
series or the date fixed for redemption or repayment of any Debt Security or
the making of any sinking fund payment shall not be a business day at any Place
of Payment for the Debt Securities of such series, then payment of interest or
principal and premium, if any, or the making of such sinking fund payment need
not be made on such date at such Place of Payment, but may be made on the next
succeeding business day at such Place of Payment with the same force and effect
as if made on the date of maturity or the date fixed for redemption, and no
interest shall accrue for the period after such date.  If a record date is not a business day, the
record date shall not be affected.


 


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Section 13.07.    
Provisions Required by TIA to Control.  If
and to the extent that any provision of this Indenture limits, qualifies or
conflicts with another provision included in this Indenture which is required
to be included in this Indenture by any of Sections 310 to 318, inclusive, of
the TIA, such required provision shall control.


 


Section 13.08.    
Computation of Interest on Debt Securities. 
Interest, if any, on the Debt Securities shall be computed on the basis
of a 360-day year of twelve 30-day months, except as may otherwise be provided
pursuant to Section 2.06.


 


Section 13.09.     Rules by
Trustee, Paying Agent and Registrar.  The Trustee may make reasonable
rules for action by or a meeting of Holders.  The Registrar and any paying agent may make
reasonable rules for their functions.


 


Section 13.10.     No
Recourse against Others.  An incorporator or any past, present or
future director, officer, employee or stockholder, as such, of the Company or
the Guarantor shall not have any liability for any obligations of the Company
or the Guarantor under the Debt Securities, the Coupons, the Guarantees or this
Indenture or for any claim based on, in respect of or by reason of such obligations
or their creation.  By accepting a Debt
Security or Coupon, each Holder shall waive and release all such
liability.  The waiver and release shall
be part of the consideration for the issue of the Debt Securities and Coupons.


 


Section 13.11.     Severability.  In
case any provision in this Indenture, the Debt Securities, the Coupons or the
Guarantees shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.


 


Section 13.12.     Effect of
Headings.  The article and section headings
herein and in the Table of Contents are for convenience only and shall not
affect the construction hereof.


 


Section 13.13.     Indenture
may be Executed in 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.


 


ARTICLE XIV


SUBORDINATION OF DEBT SECURITIES


 


Section 14.01.     Agreement
to Subordinate.


 


Each Holder by accepting a Debt Security agrees that
the Indebtedness evidenced by such Debt Security is subordinated in right of
payment, to the extent and in the manner provided in this Article XIV, to
the prior payment of all Senior Indebtedness and that the subordination is for
the benefit of and enforceable by the holders of Senior Indebtedness.  All provisions of this Article XIV shall
be subject to Section 14.12.


 


Section 14.02.    
Liquidation, Dissolution, Bankruptcy.  Upon
any payment or distribution of the assets of the Company to creditors upon a
total or partial liquidation or a total or partial dissolution of the Company
or in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to the Company or its property:


 


(a) holders of Senior Indebtedness shall be
entitled to receive payment in full in cash of the Senior Indebtedness
(including interest (if any), accruing on or after the commencement of a


 


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proceeding
in bankruptcy, whether or not allowed as a claim against the Company in such
bankruptcy proceeding) before Holders of Debt Securities shall be entitled to
receive any payment of principal of, or premium, if any, or interest on, the
Debt Securities; and


 


(b) until the Senior Indebtedness is paid in
full, any distribution to which Holders of Debt Securities would be entitled
but for this Article XIV shall be made to holders of Senior Indebtedness
as their interests may appear, except that such Holders may receive shares of
stock and any debt securities that are subordinated to Senior Indebtedness to
at least the same extent as the Debt Securities.


 


Section 14.03.     Default
on Senior Indebtedness.  The Company may not pay the principal of, or
premium, if any, or interest on, the Debt Securities or make any deposit
pursuant to Article XI and may not repurchase, redeem or otherwise retire
(except, in the case of Debt Securities that provide for a mandatory sinking
fund pursuant to Section 3.06, by the delivery of Debt Securities by the
Company to the Trustee pursuant to the first paragraph of Section 3.07)
any Debt Securities (collectively, “pay the Debt Securities”) if any principal,
premium or interest in respect of Senior Indebtedness is not paid within any
applicable grace period (including at maturity) or any other default on Senior
Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated
in accordance with its terms unless, in either case, the default has been cured
or waived and any such acceleration has been rescinded or such Senior
Indebtedness has been paid in full in cash; provided,
however, that the Company may pay the Debt Securities without regard
to the foregoing if the Company and the Trustee receive written notice
approving such payment from the Representative of each issue of Designated
Senior Indebtedness. During the continuance of any default (other than a
default described in clause (a) or (b) of the preceding sentence)
with respect to any Senior Indebtedness pursuant to which the maturity thereof
may be accelerated immediately without further notice (except such notice as
may be required to effect such acceleration) or the expiration of any
applicable grace periods, the Company may not pay the Debt Securities for a
period (a “Payment Blockage Period”)
commencing upon the receipt by the Company and the Trustee of written notice of
such default from the Representative of any Designated Senior Indebtedness
specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days
thereafter (or earlier if such Payment Blockage Period is terminated by written
notice to the Trustee and the Company from the Person or Persons who gave such
Blockage Notice, by repayment in full in cash of such Designated Senior
Indebtedness or because the default giving rise to such Blockage Notice is no
longer continuing). Notwithstanding the provisions described in the immediately
preceding sentence (but subject to the provisions contained in the first sentence
of this Section 14.03), unless the holders of such Designated Senior
Indebtedness or the Representative of such holders shall have accelerated the
maturity of such Designated Senior Indebtedness, the Company may resume
payments on the Debt Securities after such Payment Blockage Period. Not more
than one Blockage Notice may be given in any consecutive 360-day period,
irrespective of the number of defaults with respect to any number of issues of
Senior Indebtedness during such period; provided,
however, that if any Blockage Notice within such 360-day period is
given by or on behalf of any holders of Designated Senior Indebtedness (other
than the Bank Indebtedness), the Representative of the Bank Indebtedness may
give another Blockage Notice within such period; provided, further, however, that in no event may the total
number of days during which any Payment Blockage Period or Periods is in effect
exceed 179 days in the aggregate during any 360 consecutive day period. For
purposes of this Section 14.03, no default or event of default which
existed or was continuing on the date of the commencement of any Payment
Blockage Period with respect to the Senior Indebtedness initiating such Payment
Blockage Period shall be, or be made, the basis of the commencement of a
subsequent Payment Blockage Period by the Representative of such


 


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Senior
Indebtedness, whether or not within a period of 360 consecutive days, unless
such default or event of default shall have been cured or waived for a period
of not less than 90 consecutive days.


 


Section 14.04.    
Acceleration of Payment of Debt Securities.  If
payment of the Debt Securities is accelerated because of an Event of Default,
the Company or the Trustee shall promptly notify the holders of the Designated
Senior Indebtedness (or their Representatives) of the acceleration.


 


Section 14.05.     When
Distribution Must Be Paid Over.  If a distribution is made to
Holders of Debt Securities that because of this Article XIV should not
have been made to them, the Holders who receive such distribution shall hold it
in trust for holders of Senior Indebtedness and pay it over to them as their
interests may appear.


 


Section 14.06.    
Subrogation.  After all Senior Indebtedness is paid in full
and until the Debt Securities are paid in full, Holders thereof shall be
subrogated to the rights of holders of Senior Indebtedness to receive
distributions applicable to Senior Indebtedness.  A distribution made under this Article XIV
to holders of Senior Indebtedness which otherwise would have been made to
Holders of Debt Securities is not, as between the Company and such Holders, a
payment by the Company on Senior Indebtedness.


 


Section 14.07.     Relative
Rights.  This Article XIV defines the relative
rights of Holders of Debt Securities and holders of Senior Indebtedness.  Nothing in this Indenture shall:


 


(a) impair, as between the Company and Holders
of Debt Securities, the obligation of the Company, which is absolute and
unconditional, to pay principal of, and premium, if any, and interest on, the
Debt Securities in accordance with their terms; or


 


(b) prevent the Trustee or any Holder of Debt
Securities from exercising its respective available remedies upon a Default,
subject to the rights of holders of Senior Indebtedness to receive
distributions otherwise payable to Holders of Debt Securities.


 


Section 14.08.    
Subordination May Not Be Impaired by Company.  No
right of any holder of Senior Indebtedness to enforce the subordination of the Indebtedness
evidenced by the Debt Securities shall be impaired by any act or failure to act
by the Company or by its failure to comply with this Indenture.


 


Section 14.09.     Rights of
Trustee and Paying Agent.  Notwithstanding Section 14.03, the
Trustee or any paying agent may continue to make payments on Debt Securities
and shall not be charged with knowledge of the existence of facts that would
prohibit the making of any such payments unless, not less than two business
days prior to the date of such payment, a responsible officer of the Trustee
receives notice satisfactory to it that payments may not be made under this Article XIV.  The Company, the Registrar, any paying agent,
a Representative or a holder of Senior Indebtedness may give the notice; provided, however, that, if an issue of
Senior Indebtedness has a Representative, only the Representative may give the
notice on behalf of the Holders of the Senior Indebtedness of that issue.


 


The Trustee in its individual or any other capacity
may hold Senior Indebtedness with the same rights it would have if it were not
Trustee.  The Registrar and any paying
agent may do the same with like rights. 
The Trustee shall be entitled to all the rights set forth in this Article XIV
with respect to any Senior Indebtedness which may at any time be held by it, to
the same extent


 


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as
any other holder of Senior Indebtedness; and nothing in Article VII shall
deprive the Trustee of any of its rights as such holder.  Nothing in this Article XIV shall apply
to claims of, or payments to, the Trustee under or pursuant to Section 7.06.


 


Section 14.10.    
Distribution or Notice to Representative. 
Whenever a distribution is to be made or a notice given to holders of
Senior Indebtedness, the distribution may be made and the notice given to their
Representative (if any).


 


Section 14.11.     Article XIV
Not to Prevent Defaults or Limit Right to Accelerate.  The
failure to make a payment pursuant to the Debt Securities by reason of any
provision in this Article XIV shall not be construed as preventing the
occurrence of a Default.  Nothing in this
Article XIV shall have any effect on the right of the Holders or the
Trustee to accelerate the maturity of either the Debt Securities.


 


Section 14.12.     Trust
Monies Not Subordinated.  Notwithstanding anything contained herein to
the contrary, payments from money or the proceeds of U.S. Government
Obligations held in trust under Article XI by the Trustee for the payment
of principal of, and premium, if any, and interest on, the Debt Securities
shall not be subordinated to the prior payment of any Senior Indebtedness or
subject to the restrictions set forth in this Article XIV, and none of the
Holders thereof shall be obligated to pay over any such amount to the Company
or any holder of Senior Indebtedness of the Company or any other creditor of
the Company.


 


Section 14.13.     Trustee
Entitled to Rely.  Upon any payment or distribution pursuant to
this Article XIV, the Trustee and the Holders shall be entitled to rely
upon any order or decree of a court of competent jurisdiction in which any
proceedings of the nature referred to in Section 14.02 are pending, upon a
certificate of the liquidating trustee or agent or other Person making such payment
or distribution to the Trustee or to such Holders or upon the Representatives
for the holders of Senior Indebtedness for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution, the holders of
the Senior Indebtedness and other Indebtedness of the Company, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article XIV.  In the event that the Trustee determines, in
good faith, that evidence is required with respect to the right of any Person
as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Article XIV, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of Senior Indebtedness held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and other
facts pertinent to the rights of such Person under this Article XIV, and,
if such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.  The provisions of Sections
7.01 and 7.02 shall be applicable to all actions or omissions of actions by the
Trustee pursuant to this Article XIV.


 


Section 14.14.     Trustee to
Effectuate Subordination. 
Each Holder by accepting a Debt Security authorizes and directs the
Trustee on his behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination between the Holders of Debt
Securities and the holders of Senior Indebtedness as provided in this Article XIV
and appoints the Trustee as attorney-in-fact for any and all such purposes.


 


Section 14.15.     Trustee
Not Fiduciary for Holders of Senior Indebtedness.  The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness and shall not be liable to any such holders if it shall mistakenly
pay over or distribute to Holders of


 


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Debt
Securities or the Company or any other Person, money or assets to which any
holders of Senior Indebtedness shall be entitled by virtue of this Article XIV
or otherwise.


 


Section 14.16.     Reliance by holders of Senior Indebtedness On
Subordination Provisions. Each Holder by accepting a Debt Security acknowledges and agrees that
the foregoing subordination provisions are, and are intended to be, an
inducement and a consideration to each holder of any Senior Indebtedness,
whether such Senior Indebtedness was created or acquired before or after the
issuance of the Debt Securities, to acquire and continue to hold, or to
continue to hold, such Senior Indebtedness and such holder of Senior Indebtedness
shall be deemed conclusively to have relied on such subordination provisions in
acquiring and continuing to hold, or in continuing to hold, such Senior
Indebtedness.


 


ARTICLE XV


SUBORDINATION OF GUARANTEES


 


Section 15.01. Guarantee Subordinated to Guarantor Senior
Indebtedness. Notwithstanding the provisions of Section 6.03
or any other provision herein or in any Debt Security, the Guarantor and the
Trustee and, by their acceptance thereof, the Holders of the Debt Securities (a) covenant
and agree that all payments by the Guarantor pursuant to the Guarantee of the
principal of and any premium or Interest on the Debt Securities (other than
Debt Securities which have been discharged pursuant to Article XI or Debt
Securities that provide for a sinking fund pursuant to the Board Resolution,
Officers’ Certificate or supplemental indenture establishing the series as to
which such sinking fund is applicable) shall be subordinated in accordance with
the provisions of this Article XV in right of payment to the prior payment
in full, in cash or cash equivalents, of all amounts payable on, under or in
connection with Guarantor Senior Indebtedness, and (b) acknowledge that
holders of Guarantor Senior Indebtedness are or shall be relying on this Article XV.
Nothing herein or in any Debt Security is intended to or shall limit the amount
of Guarantor Indebtedness the Guarantor may incur.


 


Section 15.02. Priority and Payment of Proceeds in Certain Events:
Remedies Standstill.


 


(1) Upon any payment
or distribution of assets or securities of the Guarantor, as the case may be,
of any kind or character, whether in cash, property or securities, upon any
dissolution or winding up or total or partial liquidation or reorganization of
the Guarantor, whether voluntary or involuntary, or in bankruptcy, insolvency,
receivership or other proceedings, all amounts payable on, under or in
connection with Guarantor Senior Indebtedness (including any Interest accruing
on such Guarantor Senior Indebtedness subsequent to the commencement of a
bankruptcy, insolvency, receivership or similar proceeding) shall first be
paid, ratably according to the aggregate amounts remaining unpaid on account of
the principal of any premium and Interest on the Guarantor Senior Indebtedness
held or represented by each, to the extent necessary to make payment in full of
all Guarantor Senior Indebtedness remaining unpaid, in cash, or payment
provided for in cash or cash equivalents, ratably according to the aggregate
amounts remaining unpaid on account of the principal of and any premium and
Interest on the Guarantor Senior Indebtedness held or represented by each, to
the extent necessary to make payment in full of all Guarantor Senior
Indebtedness remaining unpaid, before the Holders or the Trustee on behalf of the
Holders or the holders of Debt Securities, if any, shall be entitled to receive
from the Guarantor pursuant to the Guarantee any payment of principal of or any
premium or Interest on the Debt Securities or distribution of any assets or
securities.


 


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(2) No direct or
indirect payment by or on behalf of the Guarantor pursuant to the Guarantee of
principal of or any premium or Interest on the Debt Securities (other than Debt
Securities which have been discharged pursuant to Article XI or Debt
Securities that provide for a sinking fund), whether pursuant to the terms of
this Indenture or upon acceleration or otherwise, shall be made if, at the time
of such payment, there exists (a) a default in the payment of all or any
portion of any Guarantor Senior Indebtedness and the Trustee has received
written notice thereof from the Guarantor, from holders of Guarantor Senior
Indebtedness or from any trustee, representative or agent therefor, or (b) any
other default affecting Guarantor Senior Indebtedness as a result of which the
maturity of Guarantor Senior Indebtedness has been accelerated and the Trustee
has received written notice from the Guarantor, from holders of Guarantor
Senior Indebtedness or from any trustee, representative or agent therefor, and
such default shall not have been cured or waived by or on behalf of the holders
of such Guarantor Senior Indebtedness.


 


(3) If,
notwithstanding the foregoing provisions prohibiting such payment or
distribution, the Trustee or any Holder shall have received any payment
pursuant to the Guarantee on account of the principal or any premium or
Interest on the Debt Securities when such payment is prohibited by this Section 15.02
and before all amounts payable on, under or in connection with Guarantor Senior
Indebtedness are paid in full in cash or cash equivalents, then and in such
event (subject to the provisions of Section 15.08) such payment or
distribution shall be received and held in trust for the holders of Guarantor Senior
Indebtedness and, at the written direction of the trustee, representative or
agent for the holders of the Guarantor Senior Indebtedness, shall be paid to
the holders of the Guarantor Senior Indebtedness remaining unpaid to the extent
necessary to pay such Guarantor Senior Indebtedness in full in cash or cash
equivalents.


 


Upon any payment or
distribution of assets or securities referred to in this Article XV, the
Trustee and the Holders shall be entitled to rely upon any order or decree of a
court of competent jurisdiction in which such dissolution, winding up,
liquidation or reorganization proceedings are pending or upon a certificate of
the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making any such payment or distribution, delivered to the Trustee or to the
Holders for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of Guarantor Senior Indebtedness and other
Indebtedness of the Guarantor, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article XV.


 


Section 15.03. Payments which May Be Made Prior to Notice. Nothing in the Article XV
or elsewhere in this Indenture shall prevent (1) the Guarantor, except
under the conditions described in Section 15.02, from making payments of
principal of or any premium or Interest pursuant to the Guarantee with respect
to the Debt Securities or from depositing with the Trustee any monies for such
payments, or (2) the application by the Trustee of any monies deposited
with it for the purpose of making such payments of principal of or any premium
or Interest on the Debt Securities, to the Holders entitled thereto, unless at
least two Business Days prior to the date when such payment would otherwise
(except for the prohibitions contained in Section 15.02) become due and
payable, the Trustee shall have received the written notice provided for in Section 15.02(2)(a) or
(b).


 


Section 15.04. Rights of Holders of Guarantor Senior Indebtedness
Not to be Impaired.  No right of
any present or future holder of any Guarantor Senior Indebtedness to enforce
subordination as herein provided shall at any time or in any way be prejudiced
or impaired by any act or failure to act in good faith by any such holder, or
by any noncompliance by the Guarantor with the terms and provisions and
covenants herein regardless of any knowledge thereof any such holder may have
or otherwise be charged with.


 


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The provisions of this Article XV
are intended to be for the benefit of, and shall be enforceable directly by,
the holders of Guarantor Senior Indebtedness. Notwithstanding anything to the
contrary in this Article XV, to the extent any Holders or the Trustee have
paid over or delivered to any holder of Guarantor Senior Indebtedness any
payment or distribution received on account of the principal of or any premium
or Interest on the Debt Securities to which any other holder of Guarantor Senior
Indebtedness shall be entitled to share in accordance with Section 15.02,
no holder of Guarantor Senior Indebtedness shall have a claim or right against
any Holders or the Trustee with respect to any such payment or distribution or
as a result of the failure to make payments or distributions to such other
holder of Guarantor Senior Indebtedness.


 


Section 15.05. Trustee May Take Action to Effectuate
Subordination.  Each Holder
of a Debt Security, by his acceptance thereof, authorized and directs the Trustee
on his behalf to take such action as may be required by the trustee,
representative or agent for holders of Guarantor Senior Indebtedness or by the
Guarantor to effectuate, as between the holders of Guarantor Senior
Indebtedness and the Holders, the subordination as provided in this Article Eighteen
and appoints the Trustee his attorney-in-fact for any and all such purposes.


 


Section 15.06. Subrogation. 
Upon the payment in full, in cash or cash equivalents, of all Guarantor
Senior Indebtedness, any Holder shall be subrogated to the rights of the
holders of such Guarantor Senior Indebtedness to receive payments or
distributions of assets of the Guarantor in respect of such Guarantor Senior
Indebtedness until the Debt Securities shall be paid in full; and for the
purposes of such subrogation, no payments or distributions to holders of such
Guarantor Senior Indebtedness of any cash property or securities to which such
Holders of the Debt Securities would be entitled except for this Article XV,
and not payment pursuant to this Article XV to the holders of such
Guarantor Senior Indebtedness by such Holders of the Debt Securities, shall, as
between the Guarantor, its creditors other than holders of such Guarantor
Senior Indebtedness and such Holders of the Debt Securities, be deemed to be a
payment by the Guarantor to or on account of such Guarantor Senior
Indebtedness, it being understood that the provisions of this Article XV
are solely for the purpose of defining the relative rights of the holders of
such Guarantor Senior Indebtedness, on the one hand, and such Holders of the
Debt Securities, on the other hand.


 


If any payment or
distribution to this Holders of Debt Securities would otherwise have been
entitled but for the provisions of this Article XV shall have been
applied, pursuant to this Article XV, to the payment of all Guarantor
Senior Indebtedness, then and in such case such Holders of the Debt Securities
shall be entitled to receive from the holders of such Guarantor Senior
Indebtedness at the time outstanding any payments or distributions received by
such holders of Guarantor Senior Indebtedness in excess of the amount
sufficient to pay, in cash or cash equivalents, all such Guarantor Senior
Indebtedness in full.


 


Section 15.07. Obligations of Guarantor Unconditional;
Reinstatement.  Nothing in this Article XV
or elsewhere in this Indenture or in any Debt Security is intended to or shall
impair as among the Guarantor, its creditors other than holders of Guarantor
Senior Indebtedness of the Debt Securities, the obligations of the Guarantor,
which are absolute and unconditional, to pay to such Holders pursuant to the
Guarantee the principal of and any premium and Interest on the Debt Securities
as and when the same shall become due and payable in accordance with their
terms, or is intended to or shall affect the relative rights of such Holders of
the Debt Securities and creditors of the Guarantor other than the holders of
the Guarantor Senior Indebtedness, nor shall anything herein or therein prevent
the Trustee or any Holder of Debt Securities from exercising all remedies
otherwise permitted by applicable law under this Indenture, subject to the


 


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rights, if any, under this Article XV of the
holders of such Guarantor Senior Indebtedness in respect of cash, property or
securities of the Guarantor received upon the exercise of any such remedy.


 


The failure to make a
scheduled payment pursuant to the Guarantee of principal of or any premium or
Interest on the Debt Securities by reason of Section 15.02 shall not be
construed as preventing the occurrence of a Default or an Event of Default
under Section 6.01; provided, however,
that if (1) the conditions preventing the making of such payment no longer
exist, and (2) such Holders of the Debt Securities are made whole with
respect to such omitted payments, the Default or Event of Default relating
thereto (including any failure to pay any accelerated amounts) shall be
automatically waived, and the provisions of the Indenture shall be reinstated
as if no such Event of Default had occurred.


 


Section 15.08. Trustee Entitled to Assume Payments Not Prohibited
in Absence of Notice.  The Trustee or
Paying Agent shall not be charged with the knowledge of the existence of any
default in the payment of all or a portion of Guarantor Senior Indebtedness or
any other default affecting Guarantor Senior Indebtedness as a result of which
the maturity of the Guarantor Senior Indebtedness has been accelerated, unless
and until the Trustee or Paying Agent shall have received written notice
thereof from the Guarantor or one or more holders of Guarantor Senior
Indebtedness or from any trustee, representative or agent therefor; and, prior
to the receipt of any such written notice, the Trustee or Paying Agent may
conclusively assume that no such facts exist.


 


Unless at least two
Business Days prior to the date when by the terms of this Indenture any monies
are to be deposited by the Guarantor with the Trustee or any paying agent for
any purpose (including, without limitation, the payment pursuant to the
Guarantee of the principal of or any premium or Interest on any Debt Security),
the Trustee or paying agent shall have received with respect to such monies the
notice provided for in Section 15.02, the Trustee or paying agent shall
have full power and authority to receive and apply such monies to the purpose
for which they were received. Neither of them shall be affected by any notice
to the contrary, which may be received by either on or after such second
Business Day. The foregoing shall not apply to the paying agent if the
Guarantor is acting as paying agent. Nothing in this Section 15.08 shall
limit the right of the holders of Guarantor Senior Indebtedness to recover
payments as contemplated by Section 15.02. The Trustee or paying agent
shall be entitled to rely on the delivery to it of a written notice by a Person
representing himself or itself to be a holder of such Guarantor Senior
Indebtedness (or a trustee, representative or agent on behalf of such holder)
to establish that such notice has been given by a holder of such Guarantor
Senior Indebtedness or a trustee, representative or agent on behalf of any such
holder. The Trustee shall not be deemed to have any fiduciary duty to the holders
(and shall be fully protected in relying upon such notice) of Guarantor Senior
Indebtedness.


 


Section 15.09. Right of Trustee to Hold Guarantor Senior
Indebtedness.  The Trustee and any
paying agent shall be entitled to all of the rights set forth in this Article XV
in respect of any Guarantor Senior Indebtedness at any time held by them, to
the same extent as any other holder of such Guarantor Senior Indebtedness, and
nothing in this Indenture shall be construed to deprive the Trustee or any
paying agent of any of its rights as such holder.


 


Section 15.10. Notice to Trustee. 
The Guarantor shall give prompt written notice to the Trustee or paying
agent of any fact known to the Guarantor which would prohibit the making of any
payment to or by the Trustee in respect of the Debt Securities. Failure to give
such notice shall not affect the subordination of the Guarantee to Guarantor
Senior Indebtedness.


 


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Notwithstanding the provisions of this or any other
provision of this Indenture, the Trustee or paying agent shall not be charged
with knowledge of the existence of any facts which would prohibit the making of
any payment to or by the Trustee or paying agent in respect to the Debt
Securities pursuant to this Article XV, unless and until the Trustee or
paying agent shall have received written notice from the Guarantor or a holder
of Guarantor Senior Indebtedness or from any trustee or agent therefor; and
prior to the receipt of any such written notice, the Trustee, subject to the
provisions of Section 7.02, or paying agent shall be entitled in all
respect to assume that no such facts exist; provided,
however, that if an Officer of the Trustee or paying agent shall not
have received, at least three Business Days prior to the date upon which by the
terms hereof any such money may become payable for any purpose (including,
without limitation, the payment pursuant to the Guarantee of the principal of
or any premium or Interest on any Debt Security, the notice with respect to
such money provided for in this Section 15.10, then, anything herein
contained to the contrary notwithstanding, the Trustee or paying agent shall
have full power and authority to receive such money and to apply the same to
the purpose for which such money was received and shall not be affected by any
notice to the contrary which may be received by it within three Business Days
prior to such date.


 


The Trustee, subject to
the provisions of Section 7.02, or paying agent shall be entitled to
conclusively rely on the delivery to it of a written notice by a Person
representing himself or itself to be a holder of Guarantor Senior Indebtedness
(or a trustee or agent on behalf of such holder) to establish that such notice
has been given by a holder of Guarantor Senior Indebtedness (or a trustee or
agent on behalf of any such holder). In the event that the Trustee or paying
agent determines in good faith that further evidence is required with respect
to the right of any Person as a holder of Guarantor Senior Indebtedness to
participate in any payment or distribution pursuant to this Article XV,
the Trustee or paying agent may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee or paying agent as to the amount of
Guarantor Senior Indebtedness held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article XV, and if
such evidence is not furnished, the Trustee or paying agent may defer any
payment which it may be required to make for the benefit of such Person
pursuant to the terms of this Indenture pending judicial determination as to
the rights of such Person to receive such payment.


 


Section 15.11. Reliance on Judicial Order or Certificate of
Liquidating Agent.  Upon any payment or
distribution of assets of the Guarantor referred to in this Article XV,
the Trustee subject to the provisions of Section 7.02, and the Holders of
the Debt Securities shall be entitled to rely upon any order or decree entered
by any court of competent jurisdiction in which such insolvency, bankruptcy,
receivership, liquidation, reorganization, dissolution, winding up or similar
case or proceeding is pending, or a certificate of the trustee in bankruptcy,
liquidating trustee, Custodian, receiver, assignee for the benefit of
creditors, agent or other Person making such payment or distribution, delivered
to the Trustee or to the Holders of Debt Securities, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Guarantor Senior Indebtedness and other
indebtedness of the Guarantor, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article XV.


 


Section 15.12. Trustee Not Fiduciary for Holders of Guarantor
Senior Indebtedness.  The Trustee shall
not be deemed to owe any fiduciary duty to the holders of Guarantor Senior
Indebtedness and shall not be liable to any such holders if the Trustee shall
in good faith mistakenly pay over or distribute to Holders of Debt Securities
or to the Guarantor or to any other Person cash, property or securities to
which any holders of Guarantor Senior Indebtedness shall


 


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be entitled by virtue of this Article XV or
otherwise. With respect to the holders of Guarantor Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants or obligations
as are specifically set forth in this Article XV and no implied covenants
or obligations with respect to holders of Guarantor Senior Indebtedness shall
be read into this Indenture against the Trustee.


 


Nothing in this Article shall
apply to claims of or payments to, the Trustee pursuant to Section 7.06.


 


The Trustee hereby accepts the trusts in this
Indenture upon the terms and conditions herein set forth.


 


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


 


	
   

  	
  WARREN RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WARREN RESOURCES OF CALIFORNIA, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK, as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
						



 


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