Exhibit 4.21


 


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                       


 


 


Senior 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)

  	
   

  	
  4.05

  	
   

  
	
   

  	
   

  	
   

  	
  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

  	
  11

  
	
  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

  	
  18

  
	
  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

  	
  24

  
	
  Section 2.10.

  	
  Registration of Transfer and Exchange

  	
  25

  
	
  Section 2.11.

  	
  Temporary Debt Securities

  	
  26

  
	
  Section 2.12.

  	
  Mutilated, Destroyed, Lost or Stolen Debt Securities

  	
  27

  
	
  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

  	
  30

  
	
  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

  



 


ii





















 


	
  Section 3.06.

  	
  Mandatory and Optional Sinking Fund

  	
  40

  
	
  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

  	
  48

  
	
  Section 4.12.

  	
  Limitation on Sale/Leaseback Transactions

  	
  48

  
	
  Section 4.13.

  	
  Limitation on Liens

  	
  49

  
	
   

  	
   

  	
   

  
	
  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

  	
  51

  
	
  Section 5.02.

  	
  Communications to Holders

  	
  51

  
	
  Section 5.03.

  	
  Reports by Trustee

  	
  51

  
	
  Section 5.04.

  	
  Record Dates for Action by Holders

  	
  52

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
  REMEDIES OF THE TRUSTEE AND
  HOLDERS IN EVENT OF DEFAULT

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Events of Default

  	
  52

  
	
  Section 6.02.

  	
  Collection of Indebtedness by Trustee, etc

  	
  54

  
	
  Section 6.03.

  	
  Application of Monies Collected by Trustee

  	
  55

  
	
  Section 6.04.

  	
  Limitation on Suits by Holders

  	
  56

  
	
  Section 6.05.

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

  	
  57

  
	
  Section 6.06.

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

  	
  57

  
	
  Section 6.07.

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

  	
  58

  
	
  Section 6.08.

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

  	
  58

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  
	
  CONCERNING THE TRUSTEE

  
	
  Section 7.01.

  	
  Certain Duties and Responsibilities

  	
  58

  
	
  Section 7.02.

  	
  Certain Rights of Trustee

  	
  59

  



 


iii





















 


	
  Section 7.03.

  	
  Trustee Not Liable for Recitals in Indenture or in Debt Securities

  	
  60

  
	
  Section 7.04.

  	
  Trustee, Paying Agent or Registrar May Own Debt Securities

  	
  61

  
	
  Section 7.05.

  	
  Monies Received by Trustee to Be Held in Trust

  	
  61

  
	
  Section 7.06.

  	
  Compensation and Reimbursement

  	
  61

  
	
  Section 7.07.

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

  	
  61

  
	
  Section 7.08.

  	
  Separate Trustee; Replacement of Trustee

  	
  62

  
	
  Section 7.09.

  	
  Successor Trustee by Merger

  	
  63

  
	
  Section 7.10.

  	
  Eligibility; Disqualification

  	
  63

  
	
  Section 7.11.

  	
  Preferential Collection of Claims Against Company

  	
  63

  
	
  Section 7.12.

  	
  Compliance with Tax Laws

  	
  63

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  
	
  CONCERNING THE HOLDERS

  
	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
  Evidence of Action by Holders

  	
  64

  
	
  Section 8.02.

  	
  Proof of Execution of Instruments and of Holding of Debt Securities

  	
  64

  
	
  Section 8.03.

  	
  Who May Be Deemed Owner of Debt Securities

  	
  64

  
	
  Section 8.04.

  	
  Instruments Executed by Holders Bind Future Holders

  	
  65

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  
	
  SUPPLEMENTAL INDENTURES

  
	
   

  	
   

  	
   

  
	
  Section 9.01.

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

  	
  66

  
	
  Section 9.02.

  	
  Modification of Indenture with Consent of Holders of Debt Securities

  	
  68

  
	
  Section 9.03.

  	
  Effect of Supplemental Indentures

  	
  69

  
	
  Section 9.04.

  	
  Debt Securities May Bear Notation of Changes by Supplemental
  Indentures

  	
  69

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  
	
  CONSOLIDATION, MERGER, SALE OR
  CONVEYANCE

  
	
   

  	
   

  	
   

  
	
  Section 10.01.

  	
  Consolidations and Mergers of the Company

  	
  69

  
	
  Section 10.02.

  	
  Consolidations and Mergers of the Guarantor

  	
  70

  
	
  Section 10.03.

  	
  Rights and Duties of Successor Company

  	
  70

  
	
  Section 10.04.

  	
  Assumption by the Guarantor of the Company’s Obligations

  	
  70

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  
	
  SATISFACTION AND DISCHARGE OF
  INDENTURE; DEFEASANCE;

  
	
  UNCLAIMED MONIES

  
	
   

  	
   

  	
   

  
	
  Section 11.01.

  	
  Applicability of Article

  	
  71

  
	
  Section 11.02.

  	
  Satisfaction and Discharge of Indenture; Defeasance

  	
  71

  
	
  Section 11.03.

  	
  Conditions of Defeasance

  	
  72

  
	
  Section 11.04.

  	
  Application of Trust Money

  	
  73

  
	
  Section 11.05.

  	
  Repayment to Company

  	
  73

  
	
  Section 11.06.

  	
  Indemnity for U.S. Government Obligations

  	
  73

  
	
  Section 11.07.

  	
  Reinstatement

  	
  74

  



 


iv





















 


	
  ARTICLE XII

  
	
  GUARANTEES OF SECURITIES

  
	
   

  	
   

  	
   

  
	
  Section 12.01.

  	
  Unconditional Guarantees

  	
  74

  
	
  Section 12.02

  	
  Execution and Delivery of Notation of Guarantees

  	
  76

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  
	
  MISCELLANEOUS PROVISIONS

  
	
   

  	
   

  	
   

  
	
  Section 13.01.

  	
  Successors and Assigns of Company Bound by Indenture

  	
  76

  
	
  Section 13.02.

  	
  Acts of Board, Committee or Officer of Successor Company Valid

  	
  77

  
	
  Section 13.03.

  	
  Required Notices or Demands

  	
  77

  
	
  Section 13.04.

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

  	
  78

  
	
  Section 13.05.

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

  	
  78

  
	
  Section 13.06.

  	
  Payments Due on Legal Holidays

  	
  79

  
	
  Section 13.07.

  	
  Provisions Required by TIA to Control

  	
  79

  
	
  Section 13.08.

  	
  Computation of Interest on Debt Securities

  	
  79

  
	
  Section 13.09.

  	
  Rules by Trustee, Paying Agent and Registrar

  	
  79

  
	
  Section 13.10.

  	
  No Recourse Against Others

  	
  79

  
	
  Section 13.11.

  	
  Severability

  	
  79

  
	
  Section 13.12.

  	
  Effect of Headings

  	
  79

  
	
  Section 13.13.

  	
  Indenture May Be Executed in Counterparts

  	
  79

  



 


v





















 


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 OF THE COMPANY


 


The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its
senior unsecured debentures, notes, 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.


 


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 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 purposes of this definition,
control of a Person shall mean the power to direct the management


 


1





















 


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.


 


“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.


 


“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


 


4





















 


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 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.


 


“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


 


5





















 


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.


 


“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, the Guarantor 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, 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.


 


6





















 


“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.


 


“Ordinary Course Lien” means:


 


(a) Liens for taxes, assessments or
governmental charges or levies on the property of the Company, the Guarantor or
any Restricted Subsidiary if the same shall not at the time be delinquent or
thereafter can be paid without penalty, or are being contested in good faith by
appropriate proceedings and for which adequate reserves in accordance with GAAP
shall have been set aside on the books of the Company or the Guarantor;


 


(b) Liens imposed by law, such as carriers’,
warehousemen’s, landlords’ and mechanics’ liens and other similar liens arising
in the ordinary course of business which secure obligations not more than 60
days past due or which are being contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with GAAP shall have
been set aside on the books of the Company or the Guarantor;


 


(c) Liens arising out of pledges or deposits
under worker’s compensation laws, unemployment insurance, old age pensions, or
other social security or retirement benefits, or similar legislation;


 


(d) Utility easements, building restrictions
and such other encumbrances or charges against real property as are of a nature
generally existing with respect to properties of a similar character and which
do not in any material way affect the marketability of the same or interfere
with the use thereof in the ordinary course of business of the Company, the
Guarantor and the Restricted Subsidiaries, as the case may be;


 


(e) Liens arising under operating agreements or
similar agreements in respect of obligations which are not yet due or which are
being contested in good faith by appropriate proceedings;


 


(f) Liens reserved in oil, gas and/or mineral
leases, production sharing contracts and petroleum concession agreements and
licenses for bonus or rental payments and for compliance with the terms of such
leases, contracts, agreements and licenses;


 


(g) Liens pursuant to partnership agreements,
oil, gas and/or mineral leases, production sharing contracts, petroleum
concession agreements and licenses, farm-out agreements, division orders,
contracts for the sale, purchase, exchange, processing or transportation of
oil, gas and/or other hydrocarbons, unitization and pooling declarations and
agreements, operating agreements, development agreements, area of mutual
interest agreements, and other agreements which are customary in the oil, gas
and other mineral exploration, development and production business and in the
business of processing of gas and gas condensate production for the extraction
of products therefrom;


 


(h) Liens on personal property (excluding the
Capital Stock of any Restricted Subsidiary) securing Indebtedness of the
Company, the Guarantor or any Restricted Subsidiary other than Funded
Indebtedness; and


 


(i) Liens imposed by law or order as a result
of any proceeding before any court or regulatory body that is being contested
in good faith, and Liens which secure a judgment or other


 


7





















 


court-ordered
award or settlement as to which the Company or Guarantor has not exhausted its
appellate rights.


 


“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;


 


(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,


8





















 


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.


 


“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.


 


“Sale/Leaseback Transaction” means any arrangement with any Person providing for the leasing by the
Company, the Guarantor or any Restricted Subsidiary, for a period of more than
three years, of any real or tangible personal property, which property has been
or is to be sold or transferred by the Company, the Guarantor or such
Restricted Subsidiary to such Person in contemplation of such leasing.


 


“SEC” means
the Securities and Exchange Commission.


 


9





















 


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


 


“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 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

  	
   

  



 


10





















 


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.


 


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; and


 


(f) 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


 


11





















 


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


 


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 thereon 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 or Guarantees, 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


 


12





















 


AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT
IS                ,
THE ISSUE DATE IS                ,
20 [AND] [,] THE YIELD TO MATURITY IS                 ,]


[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 senior 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 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 registerable 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
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


 


17





















 


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.


 


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:


 


18





















 


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);


 


(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);


 


19





















 


(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;


 


(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


 


20





















 


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 Debt 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;


 


(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


 


21





















 


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) whether the Debt Securities will be issued
pursuant to medium term note program;


 


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


 


(z) 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 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


 


22





















 


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 and 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 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;


 


23





















 


(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.


 


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.


 


24





















 


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, such Holder shall be entitled to receive
the amount of such payment; provided,
however, that, except as otherwise provided in Section 2.15,
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.


 


25





















 


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 2.06, 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.


 


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


 


26





















 


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.


 


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,


 


27





















 


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 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


 


28





















 


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 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


 


29





















 


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 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


 


30





















 


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 2.08, 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
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


 


31





















 


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.


 


(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


 


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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 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


 


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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.


 


(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


 


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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 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


 


35





















 


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 beobligated
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 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.


 


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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 resolution of the Board of Directors 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;


 


(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;


 


37





















 


(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, 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
Debt 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.


 


38





















 


In
any case where more than one Registered Security of such series is registered
in the same 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 Debt 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.


 


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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 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


 


40





















 


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
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


 


41





















 


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 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.


 


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


 


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Securities, end on a date other than an Interest
payment date or extend beyond the Stated Maturity 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 Section 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 and 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.


 


Section 4.12. Limitation On Sale/Leaseback Transactions.  None
of the Company, the Guarantor or any other Restricted Subsidiary will enter
into any Sale/Leaseback Transaction with any Person (other than the Company,
the Guarantor or a Restricted Subsidiary) unless:


 


(a) the Company, the Guarantor or such
Restricted Subsidiary would be entitled to incur Indebtedness, in a principal
amount equal to the Attributable Indebtedness with respect to such
Sale/Leaseback Transaction, secured by a Lien on the property subject to such
Sale/Leaseback Transaction pursuant to Section 4.13 without equally and
ratably securing the Debt Securities pursuant to such Section; or


 


(b) within a period commencing six months prior
to the consummation of such Sale/Leaseback Transaction and ending six months
after the consummation thereof, the Company, the Guarantor or such Restricted
Subsidiary shall have expended for property used or to be used in the ordinary
course of business of the Company, the Guarantor and the Restricted
Subsidiaries (including amounts expended for the exploration, drilling or
development thereof, and for additions, alterations, repairs and improvements
thereto) an amount equal to all or a portion of the Net Proceeds of such
Sale/Leaseback Transaction and the Company or the Guarantor, as the case may
be, shall have elected to designate such amount as a credit against such
Sale/Leaseback Transaction (with any such amount not being so designated to be
applied as set forth in clause (c) below); or


 


(c) the Company or the Guarantor, as the case
may be, during the 12-month period after the effective date of such
Sale/Leaseback Transaction, shall have applied to the voluntary


 


48





















 


defeasance
or retirement of Debt Securities or any Pari Passu Indebtedness an amount equal
to the greater of the Net Proceeds of the sale or transfer of the property
leased in such Sale/Leaseback Transaction and the fair value, as determined by
the Board of Directors of the Company or the Guarantor, as the case may be, of
such property at the time of entering into such Sale/Leaseback Transaction (in
either case adjusted to reflect the remaining term of the lease and any amount
expended by the Company or the Guarantor, as the case may be, as set forth in
clause (b) above), less an amount equal to the principal amount of
Securities and Pari Passu Indebtedness voluntarily defeased or retired by the
Company or the Guarantor, as the case may be, within such 12-month period and
not designated as a credit against any other Sale/Leaseback Transaction entered
into by the Company, the Guarantor or any Restricted Subsidiary during such
period.


 


Section 4.13. Limitation on Liens.  No
provision of this Indenture or the Debt Securities shall in any way restrict or
prevent the Company, the Guarantor or any Restricted Subsidiary from issuing,
assuming, guaranteeing or otherwise incurring any indebtedness; provided, however, that neither the
Company, the Guarantor nor any other Restricted Subsidiary shall issue, assume
or guarantee any Indebtedness for borrowed money secured by any Lien on any
property or asset now owned or hereafter acquired by the Company, the Guarantor
or such Restricted Subsidiary without making effective provision whereby any
and all Debt Securities then or thereafter outstanding will be secured by a
Lien equally and ratably with any and all other obligations thereby secured for
so long as any such obligations shall be so secured.  Notwithstanding the foregoing, the Company,
the Guarantor or any Restricted Subsidiary may, without so securing the Debt
Securities, issue, assume or guarantee Indebtedness secured by the following
Liens:


 


(a) Liens existing on the date of this
Indenture or provided for under the terms of agreements existing on such date
(including, without limitation, the Lien provided for pursuant to Section 7.06);


 


(b) Liens on property securing (i) all or
any portion of the cost of exploration, production, gathering, processing,
marketing, drilling or development of such property, (ii) all or any
portion of the cost of acquiring, constructing, altering, improving or
repairing any property or assets, real or personal, or improvements used or to
be used in connection with such property or (iii) Indebtedness incurred by
the Company, the Guarantor or any Restricted Subsidiary to provide funds for
the activities set forth in clauses (i) and (ii) above;


 


(c) Liens securing Indebtedness owed by a Restricted
Subsidiary to the Company, the Guarantor or to any other Restricted Subsidiary;


 


(d) Liens on property existing at the time of
acquisition of such property by the Company, the Guarantor or a Subsidiary or
Liens on the property of any Person existing at the time such Person becomes a
Restricted Subsidiary of the Company or is merged with the Company in
compliance with Article X hereof and in either case not incurred as a
result of (or in connection with or in anticipation of) the acquisition of such
property or such Person becoming a Restricted Subsidiary of the Company or
being merged with the Company, provided
that such Liens do not extend to or cover any property or assets of the
Company, the Guarantor or any of its Restricted Subsidiaries other than the
property so acquired;


 


(e) Liens on any property securing (i) Indebtedness
incurred in connection with the construction, installation or financing of
pollution control or abatement facilities or other forms of industrial revenue
bond financing, (ii) Indebtedness issued or guaranteed by the United
States or


 


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any
State thereof or any department, agency or instrumentality of either or (iii) Indebtedness
issued or guaranteed by (Y) a foreign government, any state or any department,
agency or instrumentality of either or (Z) an international finance agency or
any division or department thereof, including the World Bank, the International
Finance Corp. and the Multilateral Investment Guarantee Agency;


 


(f) any Lien extending, renewing or replacing
(or successive extensions, renewals or replacements of) any Lien of any type
permitted under clauses (a) through (e) above, provided that such Lien extends to or
covers only the property that is subject to the Lien being extended, renewed or
replaced;


 


(g) any Ordinary Course Lien arising, but only
so long as continuing, in the ordinary course of business of the Company, the
Guarantor and the Restricted Subsidiaries;


 


(h) any Lien resulting from the deposit of monies
or evidences of Indebtedness in trust for the purpose of defeasing Indebtedness
of the Company, the Guarantor or any Subsidiary; or


 


(i) Liens (exclusive of any Lien of any type
otherwise permitted under clauses (a) through (h) above) securing
Indebtedness of the Company, the Guarantor or any Restricted Subsidiary in an
aggregate principal amount which, together with the aggregate amount of
Attributable Indebtedness deemed to be outstanding in respect of all
Sale/Leaseback Transactions entered into pursuant to clause (a) of Section 4.12
(exclusive of any such Sale/Leaseback Transactions otherwise permitted under
clauses (a) through (h) above), does not at the time such
Indebtedness is incurred exceed 10% of the Consolidated Net Tangible Assets of
the Company, the Guarantor and its Restricted Subsidiaries (as derived from the
most recent audited consolidated balance sheet of the Company and its
Subsidiaries).


 


Notwithstanding the foregoing, nothing in this Section 4.13
shall be deemed to prohibit or otherwise limit the following types of
transactions:


 


(1)          the sale, granting of Liens with respect to, or other transfer of,
crude oil, natural gas or other petroleum hydrocarbons in place for a period of
time until, or in an amount such that, the transferee will realize therefrom a
specified amount (however determined) of money or of such crude oil, natural
gas or other petroleum hydrocarbons;


 


(2)          the sale or other transfer of any other interest in property of the
character commonly referred to as a production payment, overriding royalty,
forward sale or similar interest;


 


(3)          the entering into of Hedging Obligations although Liens securing any
Indebtedness for borrowed money that is the subject of any Hedging Obligations
shall not be permitted hereby unless permitted under clauses (a) through (i) above;
or


 


(4)          the granting of Liens required by any contract or statute in order to
permit the Company, the Guarantor or any Restricted Subsidiary to perform any
contract or subcontract made by it with or at the request of the United States
or any State thereof or any department, agency or instrumentality of either, or
to secure partial, progress, advance or other payments to the Company, the
Guarantor or any Restricted Subsidiary by such governmental unit pursuant to the
provisions of any contract or statute.


 


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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.


 


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;


 


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(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 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, 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; 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


 


52





















 


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;


 


(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


 


53










 













 


(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 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


 


54





















 


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.


 


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, 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;


 


55





















 


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


 


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


 


56





















 


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.


 


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.


 


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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 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:


 


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(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 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;


 


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(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 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.


 


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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 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


 


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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.


 


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 successor
Trustee, 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.


 


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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 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.


 


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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.


 


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 2.06) 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.


 


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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 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.


 


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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 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


 


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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 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;


 


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


 


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


 


(j) 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;


 


(k) 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;


 


(l) 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


 


(m) 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.


 


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.


 


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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 Currency other than that stated in the Debt
Security;  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.


 


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


 


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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.


 


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.


 


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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
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 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


 


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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.


 


(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


 


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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 and 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 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;


 


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(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;


 


(f) the Company and the Guarantor delivers 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 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 delivers 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.


 


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


 


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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
rights (if any) of the Holders of such 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, senior obligation of the Guarantor and will rank pari
passu in right of payment with all 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


 


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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, 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,


 


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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.


 


(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


 


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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:


 


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


 


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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.


 


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.


 


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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.


 


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 Guarantee 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.


 


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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: