Exhibit 4.1


NATIONAL SEMICONDUCTOR CORPORATION






 


INDENTURE


Dated as of __________, 2007






 


 


[Name of Trustee]


Trustee






 

















 


CROSS-REFERENCE TABLE*


	
  Trust Indenture Act Section

  	
   

  	
  Indenture Section

  	
   

  
	
  310(a)(1)

  	
   

  	
  7.10

  	
   

  
	
        (a)(2)

  	
   

  	
  7.10

  	
   

  
	
        (a)(3)

  	
   

  	
  N.A.

  	
   

  
	
        (a)(4)

  	
   

  	
  N.A.

  	
   

  
	
        (a)(5)

  	
   

  	
  7.10

  	
   

  
	
        (b)

  	
   

  	
  7.10

  	
   

  
	
        (c)

  	
   

  	
  N.A.

  	
   

  
	
  311(a)

  	
   

  	
  7.11

  	
   

  
	
        (b)

  	
   

  	
  7.11

  	
   

  
	
        (c)

  	
   

  	
  N.A.

  	
   

  
	
  312(a)

  	
   

  	
  2.06

  	
   

  
	
        (b)

  	
   

  	
  11.03

  	
   

  
	
        (c)

  	
   

  	
  11.03

  	
   

  
	
  313(a)

  	
   

  	
  7.06

  	
   

  
	
        (b)(2)

  	
   

  	
  7.06; 7.07

  	
   

  
	
        (c)

  	
   

  	
  7.06; 11.02

  	
   

  
	
        (d)

  	
   

  	
  7.06

  	
   

  
	
  314(a)

  	
   

  	
  4.03; 11.02

  	
   

  
	
        (b)

  	
   

  	
  N.A.

  	
   

  
	
        (c)(1)

  	
   

  	
  11.04

  	
   

  
	
        (c)(2)

  	
   

  	
  11.04

  	
   

  
	
        (c)(3)

  	
   

  	
  N.A.

  	
   

  
	
        (e)

  	
   

  	
  11.05

  	
   

  
	
        (f)

  	
   

  	
  N.A.

  	
   

  
	
  315(a)

  	
   

  	
  7.01

  	
   

  
	
        (b)

  	
   

  	
  7.05; 11.02

  	
   

  
	
        (c)

  	
   

  	
  7.01

  	
   

  
	
        (d)

  	
   

  	
  7.01

  	
   

  
	
        (e)

  	
   

  	
  6.11

  	
   

  
	
  316(a) (last sentence)

  	
   

  	
  2.10

  	
   

  
	
        (a)(1)(A)

  	
   

  	
  6.05

  	
   

  
	
        (a)(1)(B)

  	
   

  	
  6.04

  	
   

  
	
        (a)(2)

  	
   

  	
  N.A.

  	
   

  
	
        (b)

  	
   

  	
  6.07

  	
   

  
	
        (c)

  	
   

  	
  2.13

  	
   

  
	
  317(a)(1)

  	
   

  	
  6.08

  	
   

  
	
        (a)(2)

  	
   

  	
  6.09

  	
   

  
	
        (b)

  	
   

  	
  2.05

  	
   

  
	
  318(a)

  	
   

  	
  11.01

  	
   

  
	
        (b)

  	
   

  	
  N.A.

  	
   

  
	
        (c)

  	
   

  	
  11.01

  	
   

  







N.A. means not
applicable.


*  This Cross
Reference Table is not part of this Indenture.

















 


TABLE OF CONTENTS


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE 1

  
	
  DEFINITIONS AND INCORPORATION

  
	
  BY REFERENCE

  
	
   

  
	
  Section 1.01

  	
   

  	
  Definitions.

  	
   

  	
  1

  
	
  Section 1.02

  	
   

  	
  Other Definitions.

  	
   

  	
  5

  
	
  Section 1.03

  	
   

  	
  Incorporation by Reference of Trust
  Indenture Act.

  	
   

  	
  5

  
	
  Section 1.04

  	
   

  	
  Rules of Construction.

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2

  
	
  THE NOTES

  
	
   

  
	
  Section 2.01

  	
   

  	
  Issuable in Series

  	
   

  	
  6

  
	
  Section 2.02

  	
   

  	
  Establishment of Terms of Series of
  Notes.

  	
   

  	
  7

  
	
  Section 2.03

  	
   

  	
  Execution and Authentication

  	
   

  	
  8

  
	
  Section 2.04

  	
   

  	
  Registrar and Paying Agent

  	
   

  	
  9

  
	
  Section 2.05

  	
   

  	
  Paying Agent to Hold Money in Trust

  	
   

  	
  9

  
	
  Section 2.06

  	
   

  	
  Holder Lists

  	
   

  	
  10

  
	
  Section 2.07

  	
   

  	
  Transfer and Exchange

  	
   

  	
  10

  
	
  Section 2.08

  	
   

  	
  Replacement Notes

  	
   

  	
  10

  
	
  Section 2.09

  	
   

  	
  Outstanding Notes

  	
   

  	
  11

  
	
  Section 2.10

  	
   

  	
  Treasury Notes

  	
   

  	
  11

  
	
  Section 2.11

  	
   

  	
  Temporary Notes

  	
   

  	
  11

  
	
  Section 2.12

  	
   

  	
  Cancellation

  	
   

  	
  11

  
	
  Section 2.13

  	
   

  	
  Defaulted Interest

  	
   

  	
  12

  
	
  Section 2.14

  	
   

  	
  Global Notes

  	
   

  	
  12

  
	
  Section 2.15

  	
   

  	
  CUSIP Number

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3

  
	
  REDEMPTION AND PREPAYMENT

  
	
   

  
	
  Section 3.01

  	
   

  	
  Notice to Trustee

  	
   

  	
  13

  
	
  Section 3.02

  	
   

  	
  Selection of Notes to Be Redeemed

  	
   

  	
  13

  
	
  Section 3.03

  	
   

  	
  Notice of Redemption

  	
   

  	
  14

  
	
  Section 3.04

  	
   

  	
  Effect of Notice of Redemption

  	
   

  	
  14

  
	
  Section 3.05

  	
   

  	
  Deposit of Redemption Price

  	
   

  	
  14

  
	
  Section 3.06

  	
   

  	
  Notes Redeemed in Part.

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4

  
	
  COVENANTS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.01

  	
   

  	
  Payment of Principal and Interest.

  	
   

  	
  15

  
	
  Section 4.02

  	
   

  	
  Maintenance of Office or Agency.

  	
   

  	
  15

  
	
  Section 4.03

  	
   

  	
  Reports.

  	
   

  	
  16

  
	
  Section 4.04

  	
   

  	
  Compliance Certificate.

  	
   

  	
  16

  
	
  Section 4.05

  	
   

  	
  Taxes.

  	
   

  	
  16

  
	
  Section 4.06

  	
   

  	
  Stay, Extension and Usury Laws.

  	
   

  	
  16

  
	
  Section 4.07

  	
   

  	
  Corporate Existence.

  	
   

  	
  17

  



 

















 


	
  ARTICLE 5

  
	
  SUCCESSORS

  
	
   

  
	
  Section 5.01

  	
   

  	
  Merger, Consolidation, or Sale of
  Assets.

  	
   

  	
  17

  
	
  Section 5.02

  	
   

  	
  Successor Corporation Substituted.

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6

  
	
  DEFAULTS AND REMEDIES

  
	
   

  
	
  Section 6.01

  	
   

  	
  Events of Default.

  	
   

  	
  18

  
	
  Section 6.02

  	
   

  	
  Acceleration.

  	
   

  	
  19

  
	
  Section 6.03

  	
   

  	
  Other Remedies.

  	
   

  	
  20

  
	
  Section 6.04

  	
   

  	
  Waiver of Past Defaults.

  	
   

  	
  20

  
	
  Section 6.05

  	
   

  	
  Control by Majority.

  	
   

  	
  20

  
	
  Section 6.06

  	
   

  	
  Limitation on Suits.

  	
   

  	
  20

  
	
  Section 6.07

  	
   

  	
  Rights of Holders of Notes to
  Receive Payment.

  	
   

  	
  21

  
	
  Section 6.08

  	
   

  	
  Collection Suit by Trustee.

  	
   

  	
  21

  
	
  Section 6.09

  	
   

  	
  Trustee May File Proofs of Claim.

  	
   

  	
  21

  
	
  Section 6.10

  	
   

  	
  Priorities.

  	
   

  	
  22

  
	
  Section 6.11

  	
   

  	
  Undertaking for Costs.

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7

  
	
  TRUSTEE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.01

  	
   

  	
  Duties of Trustee.

  	
   

  	
  23

  
	
  Section 7.02

  	
   

  	
  Rights of Trustee.

  	
   

  	
  24

  
	
  Section 7.03

  	
   

  	
  Individual Rights of Trustee.

  	
   

  	
  24

  
	
  Section 7.04

  	
   

  	
  Trustee’s Disclaimer.

  	
   

  	
  25

  
	
  Section 7.05

  	
   

  	
  Notice of Defaults.

  	
   

  	
  25

  
	
  Section 7.06

  	
   

  	
  Reports by Trustee to Holders of
  the Notes.

  	
   

  	
  25

  
	
  Section 7.07

  	
   

  	
  Compensation and Indemnity.

  	
   

  	
  25

  
	
  Section 7.08

  	
   

  	
  Replacement of Trustee.

  	
   

  	
  26

  
	
  Section 7.09

  	
   

  	
  Successor Trustee by Merger, etc.

  	
   

  	
  27

  
	
  Section 7.10

  	
   

  	
  Eligibility; Disqualification.

  	
   

  	
  27

  
	
  Section 7.11

  	
   

  	
  Preferential Collection of Claims
  Against Company.

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8

  
	
  LEGAL DEFEASANCE AND COVENANT
  DEFEASANCE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.01

  	
   

  	
  Option to Effect Legal Defeasance
  or Covenant Defeasance.

  	
   

  	
  28

  
	
  Section 8.02

  	
   

  	
  Legal Defeasance and Discharge.

  	
   

  	
  28

  
	
  Section 8.03

  	
   

  	
  Covenant Defeasance.

  	
   

  	
  28

  
	
  Section 8.04

  	
   

  	
  Conditions to Legal or Covenant
  Defeasance.

  	
   

  	
  29

  
	
  Section 8.05

  	
   

  	
  Deposited Money and Government
  Securities to be Held in Trust; Other Miscellaneous Provisions.

  	
   

  	
  30

  
	
  Section 8.06

  	
   

  	
  Repayment to Company.

  	
   

  	
  30

  
	
  Section 8.07

  	
   

  	
  Reinstatement.

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9

  
	
  AMENDMENT, SUPPLEMENT AND
  WAIVER

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.01

  	
   

  	
  Without Consent of Holders of
  Notes.

  	
   

  	
  31

  
	
  Section 9.02

  	
   

  	
  With Consent of Holders of Notes.

  	
   

  	
  32

  
	
  Section 9.03

  	
   

  	
  Compliance with Trust Indenture
  Act.

  	
   

  	
  33

  
	
  Section 9.04

  	
   

  	
  Revocation and Effect of Consents.

  	
   

  	
  33

  



 


ii

















 


	
  Section 9.05

  	
   

  	
  Notation on or Exchange of Notes.

  	
   

  	
  33

  
	
  Section 9.06

  	
   

  	
  Trustee to Sign Amendments, etc.

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10

  
	
  SATISFACTION AND DISCHARGE

  
	
   

  
	
  Section 10.01

  	
   

  	
  Satisfaction and Discharge.

  	
   

  	
  33

  
	
  Section 10.02

  	
   

  	
  Application of Trust Money.

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11

  
	
  MISCELLANEOUS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.01

  	
   

  	
  Trust Indenture Act Controls.

  	
   

  	
  35

  
	
  Section 11.02

  	
   

  	
  Notices.

  	
   

  	
  35

  
	
  Section 11.03

  	
   

  	
  Communication by Holders of Notes
  with Other Holders of Notes.

  	
   

  	
  36

  
	
  Section 11.04

  	
   

  	
  Certificate and Opinion as to
  Conditions Precedent.

  	
   

  	
  36

  
	
  Section 11.05

  	
   

  	
  Statements Required in Certificate
  or Opinion.

  	
   

  	
  36

  
	
  Section 11.06

  	
   

  	
  Rules by Trustee and Agents.

  	
   

  	
  36

  
	
  Section 11.07

  	
   

  	
  Calculation of Foreign Currency
  Amounts.

  	
   

  	
  37

  
	
  Section 11.08

  	
   

  	
  No Personal Liability of Directors,
  Officers, Employees and Stockholders.

  	
   

  	
  37

  
	
  Section 11.09

  	
   

  	
  Governing Law.

  	
   

  	
  37

  
	
  Section 11.10

  	
   

  	
  No Adverse Interpretation of Other
  Agreements.

  	
   

  	
  37

  
	
  Section 11.11

  	
   

  	
  Successors.

  	
   

  	
  37

  
	
  Section 11.12

  	
   

  	
  Severability.

  	
   

  	
  37

  
	
  Section 11.13

  	
   

  	
  Counterpart Originals.

  	
   

  	
  37

  
	
  Section 11.14

  	
   

  	
  Table of Contents, Headings, etc.

  	
   

  	
  37

  



 


 


iii

















 


INDENTURE dated as of __________, 200_ by and among National
Semiconductor Corporation, a Delaware corporation (the “Company”),
and [Insert Name of Trustee], as trustee (the “Trustee”).


The Company and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the Notes issued under this Indenture.


ARTICLE 1

DEFINITIONS AND INCORPORATION

BY REFERENCE


Section
1.01           Definitions.


“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled
by or under direct or indirect common control with such specified Person. For
purposes of this definition, “control,” as used with respect to any Person,
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided
that beneficial ownership of 10% or more of the Voting Stock of a Person will
be deemed to be control.  For purposes of
this definition, the terms “controlling,” “controlled by” and “under common control with”
have correlative meanings.


“Agent” means any Registrar,
co-registrar, Paying Agent or additional paying agent.


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


“Board of Directors”
means:


(1)                           with respect to a
corporation, the board of directors of the corporation or any committee thereof
duly authorized to act on behalf of such board;


(2)                           with respect to a
partnership, the Board of Directors of the general partner of the partnership;


(3)                           with respect to a
limited liability company, the managing
member or members or any controlling committee of managing members thereof; and


(4)                           with respect to any
other Person, the board or committee of such Person serving a similar function.


“Board Resolution” means a copy
of a resolution certified by the Secretary or an Assistant Secretary of the
Company to have been adopted by the Board of Directors or pursuant to
authorization by the Board of Directors and to be paid in full force and effect
on the date of the certificate and delivered to the Trustee.


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


“Capital Lease Obligation” means,
at the time any determination is to be made, the amount of the liability in
respect of a capital lease that would at that time be required to be
capitalized on a balance sheet prepared in accordance with GAAP.


“Capital Stock” means:


 


1

















 


(1)                           in the case of a
corporation, corporate stock;


(2)                           in the case of an
association or business entity, any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock;


(3)                           in the case of a
partnership or limited liability company, partnership interests (whether
general or limited) or membership interests; and


(4)                           any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person.


“Company”  means National Semiconductor Corporation, and
any and all successors thereto.


“Company Order” means a written
order signed in the name of the Company by an Officer.


“Corporate Trust Office of the Trustee”
will be at the address of the Trustee specified in Section 11.02 hereof or such
other address as to which the Trustee may give notice to the Company.


“Custodian”
means the Trustee, as custodian with respect to the Notes in global form, or
any successor entity thereto.


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


“Depositary”
means, with respect to the Notes of any Series issuable or issued in whole or
in part in the form of one or more Global Notes, the person designated as
Depositary for such Series by the Company, which Depositary shall be a clearing
agency registered under the Exchange Act; and if at any time there is more than
one such person, “Depositary” as used with respect to the Notes of any Series
shall mean the Depositary with respect to the Notes of such Series.


“Discount Note”
means any Note that provides for an amount less than the stated principal
amount thereof to be due and payable upon declaration of acceleration of the
maturity thereof pursuant to Section 6.02.


“Dollars” and “$” means the currency of The United States of America.


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


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


“Foreign Currency” means any
currency or currency unit issued by a government other than the government of
The United States of America.


“GAAP” means generally accepted
accounting principles set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession, which are in
effect as of the date of this Indenture.


 


2

















 


“Global Note” or “Global Notes” means a Note or Notes, as the case may be, in
the form established pursuant to Section 2.02 evidencing all or part of a Series
of Notes, issued to the Depositary for such Series or its nominee, and
registered in the name of such Depositary or nominee.


“Government Securities” means
direct obligations of, or obligations guaranteed by, The United States of
America, and the payment for which the United States pledges its full faith and
credit.


“Guarantee” means a guarantee
other than by endorsement of negotiable instruments for collection in the
ordinary course of business, direct or indirect, in any manner including,
without limitation, by way of a pledge of assets or through letters of credit
or reimbursement agreements in respect thereof, of all or any part of any
Indebtedness.


“Hedging Obligations” means, with
respect to any specified Person, the obligations of such Person under:


(1)                           interest rate swap
agreements (whether from fixed to floating or from floating to fixed), interest
rate cap agreements and interest rate collar agreements;


(2)                           other agreements or
arrangements designed to manage interest rates or interest rate risk; and


(3)                           other agreements or
arrangements designed to protect such Person against fluctuations in currency
exchange rates or commodity prices.


“Holder” means a Person in whose
name a Note is registered.


“Indebtedness”
means, with respect to any specified Person, any indebtedness of such Person,
whether or not contingent:


(1)  
                        in respect
of borrowed money;


(2)  
                        evidenced
by bonds, notes, debentures or similar instruments or letters of credit, or
reimbursement agreements in respect thereof;


(3)  
                        in respect
of banker’s acceptances;


(4)  
                        representing
Capital Lease Obligations;


(5)  
                        representing
the balance deferred and unpaid of the purchase price of any property, except
any such balance that constitutes an accrued expense or trade payable; or


(6)  
                        representing
any Hedging Obligations,


if and to the extent any of the preceding items, other
than letters of credit and Hedging Obligations, would appear as a liability
upon a balance sheet of the specified Person prepared in accordance with GAAP.
In addition, the term “Indebtedness” includes all Indebtedness of others
secured by a Lien on any asset of the specified Person, whether or not such
Indebtedness is assumed by the specified Person, and, to the extent not
otherwise included, the Guarantee by the specified Person of any Indebtedness
of any other Person or any liability of any person, whether or not contingent
and whether or not it appears on the balance sheet of such Person.


The amount of any Indebtedness outstanding as of any
date shall be:


 


3

















 


(1)  
                        the
accreted value of the Indebtedness, in the case of any Indebtedness that does
not require the current payment of interest; and


(2)  
                        the
principal amount of the Indebtedness, together with any interest on the
Indebtedness that is more than 30 days past due, in the case of any other
Indebtedness.


“Indenture”
means this Indenture, as amended, supplemented or restated from time to time
and shall include the form and terms of particular Series of Notes established
as contemplated hereunder.


“Legal Holiday” means a Saturday,
a Sunday or a day on which banking institutions in the City of New York or at a
place of payment are authorized by law, regulation or executive order to remain
closed.  If a payment date is a Legal
Holiday at a place of payment, payment may be made at that place on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.


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


“Notes”
means notes or other debt instruments of the Company of any Series issued under
this Indenture.


“Officer” means, with respect to
any Person, the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Operating Officer, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary, the
Assistant Secretary or any Vice-President of such Person.


“Officer’s Certificate” means a
certificate signed on behalf of the Company by an Officer of the Company that
meets the requirements of Section 11.05 hereof.


“Opinion of Counsel” means an
opinion from legal counsel who is reasonably acceptable to the Trustee, that
meets the requirements of Section 11.05 hereof. 
The counsel may be an employee of or counsel to the Company or any
Subsidiary of the Company.


“Person” means any individual,
corporation, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization, limited liability company or government or
other entity.


“Responsible Officer,” when used
with respect to the Trustee, means any officer within the Corporate Trust
Administration of the Trustee (or any successor group of the Trustee) or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter
is referred because of his knowledge of and familiarity with the particular
subject.


“SEC” means the Securities and
Exchange Commission.


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


 


4

















 


“Series” or “Series of Notes” means each series of debentures, notes or
other debt instruments of the Company created pursuant to Sections 2.01 and
2.02 hereof.


“Stated Maturity”
means, with respect to any installment of interest or principal on any series
of Indebtedness, the date on which the payment of interest or principal was
scheduled to be paid in the documentation governing such Indebtedness as of the
date of this Indenture, and will not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.


“Subsidiary” means, with respect
to any specified Person:


(1)                           any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency and after giving effect to any voting agreement or stockholders’
agreement that effectively transfers voting power) to vote in the election of
directors, managers or trustees of the corporation, association or other
business entity is at the time owned or controlled, directly or indirectly, by
that Person or one or more of the other Subsidiaries of that Person (or a
combination thereof); and


(2)                           any partnership (a)
the sole general partner or the managing general partner of which is such
Person or a Subsidiary of such Person or (b) the only general partners of which
are that Person or one or more Subsidiaries of that Person (or any combination
thereof).


“TIA” means the Trust Indenture
Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).


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


“Voting Stock” of any specified Person
as of any date means the Capital Stock of such Person that is at the time
entitled to vote in the election of the Board of Directors of such Person.


Section
1.02           Other Definitions.




	
  Term

  	
   

  	
  Defined in Section

  	
   

  
	
  “Authentication Order”

  	
   

  	
  2.03

  	
   

  
	
  “Covenant Defeasance”

  	
   

  	
  8.03

  	
   

  
	
  “Event of Default”

  	
   

  	
  6.01

  	
   

  
	
  “Legal Defeasance”

  	
   

  	
  8.02

  	
   

  
	
  “Paying Agent”

  	
   

  	
  2.04

  	
   

  
	
  “Payment Default”

  	
   

  	
  6.01

  	
   

  
	
  “Registrar”

  	
   

  	
  2.04

  	
   

  






 


Section
1.03           Incorporation by Reference of Trust
Indenture Act.


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


 


5

















 


The following TIA terms used in this Indenture have
the following meanings:


“indenture securities” means the
Notes;


“indenture security Holder” means
a Holder of a Note;


“indenture to be qualified” means
this Indenture;


“indenture trustee” or “institutional trustee” means the Trustee; and


“obligor” on the indenture
securities means the Company, and any successor obligor upon the Notes.


All other terms used in this Indenture that are
defined by the TIA, defined by TIA reference to another statute or defined by
SEC rule under the TIA have the meanings so assigned to them.


Section
1.04           Rules of Construction.


Unless the context
otherwise requires:


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


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


(3)                           “or”
is not exclusive;


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


(5)                           “will”
shall be interpreted to express a command;


(6)                           provisions
apply to successive events and transactions; and


(7)                           references
to sections of or rules under the Securities Act will be deemed to include
substitute, replacement or successor sections or rules adopted by the SEC from
time to time.


ARTICLE 2

THE NOTES


Section 2.01           Issuable
in Series.


The aggregate principal amount of Notes that may be
authenticated and delivered under this Indenture is unlimited.  The Notes may be issued in one or more
Series. All Notes of a Series shall be identical except as may be set forth in
a Board Resolution, a supplemental indenture or an Officer’s Certificate
detailing the adoption of the terms thereof pursuant to the authority granted
under a Board Resolution. In the case of Notes of a Series to be issued from
time to time, the Board Resolution, Officer’s Certificate or supplemental
indenture detailing the adoption of the terms thereof pursuant to authority
granted under a Board Resolution may provide for the method by which specified
terms (such as interest rate, maturity date, record date or date from which
interest shall accrue) are to be determined. 
Notes may differ between Series in respect of any matters, provided that all Series of Notes shall be equally and
ratably entitled to the benefits of the Indenture.


 


6

















 


Section 2.02           Establishment of Terms of Series of
Notes.


At or prior to the issuance of any Notes within a
Series, the following shall be established (as to the Series generally, in the
case of Subsection 2.02(a) and either as to such Notes within the Series or as
to the Series generally in the case of Subsections 2.02(b) through 2.02(r)) by
or pursuant to a Board Resolution, and set forth or determined in the manner
provided in a Board Resolution, supplemental indenture or an Officer’s
Certificate pursuant to authority granted under a Board Resolution:


(a)           the title of the Series (which
shall distinguish the Notes of that particular Series from the Notes of any
other Series);


(b)           the price or prices (expressed
as a percentage of the principal amount thereof) at which the Notes of the
Series will be issued;


(c)           any limit upon the aggregate
principal amount of the Notes of the Series which may be authenticated and
delivered under this Indenture (except for Notes authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other
Notes of the Series pursuant to Section 2.07, 2.08, 2.11, 3.06 or 9.05);


(d)           the date or dates on which the
principal of the Notes of the Series is payable;


(e)           the rate or rates (which may
be fixed or variable) per annum or, if applicable, the method used to determine
such rate or rates (including, but not limited to, any commodity, commodity
index, stock exchange index or financial index) at which the Notes of the
Series shall bear interest, if any, the date or dates from which such interest,
if any, shall accrue, the date or dates on which such interest, if any, shall
commence and be payable and any regular record date for the interest payable on
any interest payment date;


(f)            the place or places where the
principal of, premium and interest, if any, on the Notes of the Series shall be
payable, where the Notes of such Series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Notes of such Series and this Indenture may be served, and the
method of such payment, if by wire transfer, mail or other means;


(g)           if applicable, the period or
periods within which, the price or prices at which and the terms and conditions
upon which the Notes of the Series may be redeemed, in whole or in part, at the
option of the Company;


(h)           the obligation, if any, of the
Company to redeem or purchase the Notes of the Series pursuant to any sinking
fund or analogous provisions or at the option of a Holder thereof and the
period or periods within which, the price or prices at which and the terms and
conditions upon which Notes of the Series shall be redeemed or purchased, in
whole or in part, pursuant to such obligation;


(i)            the dates, if any, on which
and the price or prices at which the Notes of the Series will be repurchased by
the Company at the option of the Holders thereof and other detailed terms and
provisions of such repurchase obligations;


(j)            if other than denominations
of $1,000 and any integral multiple thereof, the denominations in which the
Notes of the Series shall be issuable;


 


7

















 


(k)           the forms of the Notes of the
Series in bearer or fully registered form (and, if in fully registered form,
whether the Notes will be issuable as Global Notes);


(l)            if other than the principal
amount thereof, the portion of the principal amount of the Notes of the Series
that shall be payable upon declaration of acceleration of the maturity thereof
pursuant to Section 6.02;


(m)          the designation of the
currency, currencies or currency units in which payment of the principal of, premium
and interest, if any, on the Notes of the Series will be made if other than
U.S. dollars;


(n)           the provisions, if any,
relating to any security or guarantee provided for the Notes of the Series, and
any subordination in right of payment, if any, of the Notes of the Series;


(o)           any addition to or change in
the Events of Default which applies to any Notes of the Series and any change
in the right of the Trustee or the requisite Holders of such Notes to declare
the principal amount thereof due and payable pursuant to Section 6.02;


(p)           any addition to or change in
the covenants set forth in Articles 4 or 5 which applies to Notes of the
Series;


(q)           any other terms of the Notes
of the Series (which may modify or delete any provision of this Indenture
insofar as it applies to such Series); and


(r)            any depositories, interest
rate calculation agents, exchange rate calculation agents or other agents with
respect to Notes of such Series if other than those appointed herein.


All Notes of any one Series need not be issued at the
same time and may be issued from time to time, consistent with the terms of
this Indenture, if so provided by or pursuant to the Board Resolution,
supplemental indenture hereto or Officer’s Certificate referred to above, and
the authorized principal amount of any Series may not be increased to provide
for issuances of additional Notes of such Series, unless otherwise provided in
such Board Resolution, supplemental indenture or Officer’s Certificate.


Section 2.03           Execution and Authentication.


One Officer shall sign the Notes for the Company by
manual or facsimile signature.  If an
Officer whose signature is on a Note no longer holds that office at the time
such Note is authenticated, such Note shall nevertheless be valid.


A Note shall not be valid until authenticated by the
manual signature of the Trustee.  The
signature shall be conclusive evidence that the Note, as applicable, has been
authenticated under this Indenture.


The Trustee shall, upon a written order of the Company
signed by one Officer (an “Authentication
Order”), authenticate Notes for original issue in accordance with
this Indenture.  The Notes shall be dated
their date of authentication.


The Trustee may appoint an authenticating agent
acceptable to the Company to authenticate Notes.  An authenticating agent may authenticate
Notes 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 an Agent to deal with
Holders or an Affiliate of the Company.


 


8

















 


At any time and from time to time
after the execution and delivery of this Indenture, the Company may deliver
Notes of any series executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such
Notes, and the Trustee in accordance with the Company Order will authenticate
and deliver such Notes.  In authenticating
such Notes, and accepting the additional responsibilities under this Indenture
in relation to such Notes, the Trustee shall receive, and (subject to Section
7.01) will be fully protected in relying upon, an Opinion of Counsel stating:


(a)           that such form has been
established in conformity with the provisions of this Indenture;


(b)           that such terms have been
established in conformity with the provisions of this Indenture;


(c)           that such Notes, 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 binding obligations of the Company enforceable in
accordance with their terms, except as the enforceability thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium, or other laws
relating to or affecting creditors’ rights and by general principles of equity;
and


(d)           that all applicable laws and
requirements in respect of the execution and delivery by the Company of such
Notes have been complied with.


Section 2.04           Registrar
and Paying Agent.


The Company shall maintain an office or agency where
Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where
Notes may be presented for payment (“Paying
Agent”).  The Registrar shall
keep a register with respect to each Series of the Notes and of their transfer
and exchange.  The Company may appoint
one or more co-registrars and one or more additional paying agents.  The term “Registrar” includes any
co-registrar and the term “Paying Agent” includes any additional paying
agent.  The Company may change any Paying
Agent or Registrar without notice to any Holder.  The Company shall notify the Trustee in
writing of the name and address of any Agent not a party to this Indenture.  If the Company fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as
such.  The Company or any of its
Subsidiaries may act as Paying Agent or Registrar.


The Company initially appoints the Trustee to act as
the Registrar and Paying Agent and to act as Custodian with respect to the
Global Notes.


Section 2.05           Paying
Agent to Hold Money in Trust.


The Company shall require each Paying Agent other than
the Trustee to agree in writing that the Paying Agent will hold in trust, for
the benefit of Holders of any Series of Notes, or the Trustee, all money held
by the Paying Agent for the payment of principal or interest on the Series of
Notes, and shall notify the Trustee of any default by the Company in making any
such payment.  While any such default
continues, the Trustee may require a Paying Agent to pay all money held by it
to the Trustee.  The Company at any time
may require a Paying Agent to pay all money held by it to the Trustee.  Upon payment over to the Trustee, the Paying
Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money.  If the Company
or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate
trust fund for the benefit of Holders of any Series of Notes all money held by
it as Paying Agent.  Upon any bankruptcy
or reorganization proceedings relating to the Company, the Trustee shall serve
as Paying Agent for the Notes.


 


9

















 


Section 2.06           Holder
Lists.


The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders of each Series of Notes and shall otherwise comply with
TIA Section 312(a).  If the Trustee is
not the Registrar, the Company shall furnish to the Trustee, at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Holders of each
Series of Notes and the Company shall otherwise comply with TIA Section 312(a).


Section 2.07          Transfer
and Exchange.


Where Notes of a Series are presented to the Registrar
or a co-registrar with a request to register a transfer or to exchange them for
an equal principal amount of Notes of the same Series, the Registrar shall
register the transfer or make the exchange if its requirements for such
transactions are met.  To permit
registrations of transfers and exchanges, the Trustee shall authenticate Notes
at the Registrar’s request.  No service
charge shall be made for any registration of transfer or exchange (except as
otherwise expressly permitted herein), but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer tax or similar
governmental charge payable upon exchanges pursuant to Sections 2.11, 3.06 or
9.05).


Neither the Company nor the Registrar shall be
required (a) to issue, register the transfer of, or exchange Notes of any
Series for the period beginning at the opening of business fifteen days
immediately preceding the mailing of a notice of redemption of Notes of that
Series selected for redemption and ending at the close of business on the day
of such mailing, or (b) to register the transfer of or exchange Notes of any
Series selected, called or being called for redemption as a whole or the
portion being redeemed of any such Notes selected, called or being called for
redemption in part.


Each Holder of a Security agrees to indemnify the
Company and the Trustee against any liability that may result from the
transfer, exchange or assignment of such Holder’s Security in violation of any
provision of this Indenture and/or applicable United States federal or state
securities law.


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


Section 2.08          Replacement
Notes.


If any mutilated Note is surrendered to the Trustee,
or if the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Note, the Company shall issue and the
Trustee, upon receipt of an Authentication Order together with such indemnity
or security sufficient in the judgment of the Trustee and the Company to
protect the Company, the Trustee, any Agent and any authenticating agent from
any loss that any of them may suffer if a Note is replaced, shall authenticate
a replacement Note of the same Series if the Trustee’s requirements are met.
The Company may charge for its expenses in replacing a Note.


 


10

















 


Every replacement Note of any Series is an additional
obligation of the Company and shall be entitled to all of the benefits of this
Indenture equally and proportionately with all other Notes of that Series duly
issued hereunder.


Section 2.09           Outstanding
Notes.


The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those canceled by it, those delivered
to it for cancellation, those reductions in the interest in a Global Note
effected by the Trustee in accordance with the provisions hereof, and those
described in this Section as not outstanding. 
Except as set forth in Section 2.10 hereof, a Note does not cease to be
outstanding because the Company or an Affiliate of the Company holds the Note.


If a Note is replaced pursuant to Section 2.08 hereof,
it ceases to be outstanding unless the Trustee receives proof satisfactory to
it that the replaced Note is held by a bona fide purchaser.


If the principal amount of any Note is considered paid
under Section 4.01 hereof, it ceases to be outstanding and interest on it
ceases to accrue.


If the Paying Agent (other than the Company, a
Subsidiary or an Affiliate of any thereof) holds, on a redemption date or
maturity date, money sufficient to pay Notes payable on that date, then on and
after that date such Notes shall be deemed to be no longer outstanding and
shall cease to accrue interest.


Section 2.10           Treasury
Notes.


In determining whether the Holders of the required
principal amount of Notes of a Series have concurred in any direction, waiver
or consent, Notes owned by the Company, or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Company, shall be considered as though not outstanding, except that for the
purposes of determining whether the Trustee shall be protected in relying on
any such direction, waiver or consent, only Notes of a Series that a
Responsible Officer of the Trustee actually knows are so owned shall be so
disregarded.


Section 2.11           Temporary
Notes.


Until certificates representing Notes are ready for
delivery, the Company may prepare and the Trustee, upon receipt of an
Authentication Order, shall authenticate temporary Notes.  Temporary Notes shall be substantially in the
form of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee.  Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate definitive Notes in
exchange for temporary Notes.


Holders of temporary Notes shall be entitled to all of
the benefits of this Indenture.


Section 2.12           Cancellation.


The Company at any time may deliver Notes to the
Trustee for cancellation.  The Registrar
and Paying Agent shall forward to the Trustee any Notes surrendered to them for
registration of transfer, exchange or payment. 
The Trustee and no one else shall cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
shall return such canceled Notes to the Company.  The Company may not issue new Notes to
replace Notes that it has paid or that have been delivered to the Trustee for
cancellation.


 


11

















 


Section 2.13           Defaulted
Interest.


If the Company defaults in a payment of interest on a
Series of Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Holders of the Series
on a subsequent special record date, in each case at the rate provided in the
Notes and in Section 4.01 hereof.  The
Company shall notify the Trustee in writing of the amount of defaulted interest
proposed to be paid on each Note and the date of the proposed payment.  The Company shall fix or cause to be fixed
each such special record date and payment date, provided that no such special record date shall be less than
10 days prior to the related payment date for such defaulted interest.  At least 15 days before the special record
date, the Company (or, upon the written request of the Company, the Trustee in
the name and at the expense of the Company) shall mail or cause to be mailed to
Holders a notice that states the special record date, the related payment date
and the amount of such interest to be paid.


Section 2.14           Global
Notes.


(a)           Terms of Notes.  A Board Resolution, a supplemental indenture
hereto or an Officer’s Certificate shall establish whether the Notes of a
Series shall be issued in whole or in part in the form of one or more Global
Notes and the Depositary for such Global Note or Notes.


(b)           Transfer and Exchange.  Notwithstanding any provisions to the
contrary contained in Section 2.07 of the Indenture and in addition thereto,
any Global Note shall be exchangeable pursuant to Section 2.07 of the Indenture
for Notes registered in the names of Holders other than the Depositary for such
Note or its nominee only if (i) such Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for such Global Note or if at any
time such Depositary ceases to be a clearing agency registered under the
Exchange Act, and, in either case, the Company fails to appoint a successor
Depositary registered as a clearing agency under the Exchange Act within 90
days of such event, (ii) the Company executes and delivers to the Trustee an
Officer’s Certificate to the effect that such Global Note shall be so
exchangeable or (iii) an Event of Default with respect to the Notes represented
by such Global Note shall have happened and be continuing.  Any Global Note that is exchangeable pursuant
to the preceding sentence shall be exchangeable for Notes registered in such
names as the Depositary shall direct in writing in an aggregate principal
amount equal to the principal amount of the Global Note with like tenor and terms.


Except as provided in this Section 2.14(b), a Global
Note may not be transferred except as a whole by the Depositary with respect to
such Global Note to a nominee of such Depositary, by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such a
successor Depositary.


(c)           Legend.  Any Global Note issued hereunder shall bear a
legend in substantially the following form:


“This Note is a Global Note within the meaning of the
Indenture hereinafter referred to and is registered in the name of the
Depositary or a nominee of the Depositary. 
This Note is exchangeable for Notes registered in the name of a person
other than the Depositary or its nominee only in the limited circumstances
described in the Indenture, and may not be transferred except as a whole by the
Depositary to a nominee of the Depositary, by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such a successor
Depositary.”


 


12

















 


(d)           Acts of Holders.  The Depositary, as a Holder, may appoint
agents and otherwise authorize participants to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action which
a Holder is entitled to give or take under the Indenture.


(e)           Payments.  Notwithstanding the other provisions of this
Indenture, unless otherwise specified as contemplated by Section 2.02, payment
of the principal of and interest, if any, on any Global Note shall be made to
the Holder thereof.  Prior to due
presentment of a Note for registration of transfer, the Company, the Trustee,
and any agent of the Company or the Trustee may treat the Person in whose name
such Security is registered as the owner of such Security for the purpose of
receiving payment of principal of and any premium and (subject to Section 2.13)
any interest on such Security and for all other purposes whatsoever, whether or
not such Security shall be overdue, and neither the Company, the Trustees nor
any agent of the Company or the Trustee will be affected by notice to the
contrary.


(f)            Consents, Declaration and
Directions.  Except as provided in
Section 2.14(e), the Company, the Trustee and any Agent shall treat a person as
the Holder of such principal amount of outstanding Notes of such Series
represented by a Global Note as shall be specified in a written statement of the
Depositary with respect to such Global Note, for purposes of obtaining any
consents, declarations, waivers or directions required to be given by the
Holders pursuant to this Indenture.


Section 2.15           CUSIP Number.


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


ARTICLE 3

REDEMPTION AND PREPAYMENT


Section 3.01           Notice to Trustee.


The Company may, with respect to any Series of Notes,
reserve the right to redeem and pay the Series of Notes or may covenant to
redeem and pay the Series of Notes or any part thereof prior to the Stated
Maturity thereof at such time and on such terms as provided for in such
Notes.  If a Series of Notes is redeemable
and the Company wants or is obligated to redeem prior to the Stated Maturity
thereof all or part of the Series of Notes pursuant to the terms of such Notes,
it shall notify the Trustee of the redemption date and the principal amount of
Series of Notes to be redeemed.  The
Company shall give the notice at least 45 days but not more than 60 days before
the redemption date (or such shorter notice as may be acceptable to the
Trustee).


Section 3.02           Selection of Notes to Be Redeemed.


If less than all of the Notes of a Series are to be
redeemed or purchased in an offer to purchase at any time, the Trustee shall
select the Notes of a Series to be redeemed or purchased among the Holders of
the Notes (a) in compliance with the requirements of the principal national
securities exchange, if any, on which the Notes are listed or, (b) if the Notes
are not so listed, on a pro rata basis,
by lot or in accordance with any other method the Trustee considers fair and
appropriate.  In the event of partial
redemption or purchase by lot, the particular Notes to be redeemed shall be
selected, unless otherwise provided herein,


 


13

















 


not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption or purchase.  The Trustee may select for redemption or
repurchase portions of the principal of Notes of the Series that have
denominations larger than $1,000.


The Trustee shall promptly notify the Company in
writing of the Notes selected for redemption and, in the case of any Note
selected for partial redemption, the principal amount thereof to be
redeemed.  Notes of a Series and portions
of them selected shall be in amounts of $1,000 or whole multiples of $1,000, or
with respect to Notes of any Series issuable in other denominations pursuant to
Section 2.02(j), the minimum principal denomination for each Series and
integral multiples thereof.  Except as
provided in the preceding sentence, provisions of this Indenture that apply to
Notes of a Series called for redemption or repurchase also apply to portions of
Notes of a Series called for redemption or repurchase.


Section 3.03           Notice of Redemption.


Unless otherwise indicated for a particular Series by
Board Resolution, a supplemental indenture hereto or an Officer’s Certificate,
at least 30 days but not more than 60 days before a redemption date, the
Company shall mail or cause to be mailed, by first class mail, a notice of
redemption to each Holder whose Notes are to be redeemed at its registered address.


The notice shall identify the Notes of the Series to
be redeemed and shall state:


(1)                           the
redemption date;


(2)                           the
redemption price;


(3)                           the
name and address of the Paying Agent;


(4)                           that
Notes of the Series called for redemption must be surrendered to the Paying
Agent to collect the redemption price;


(5)                           that
interest on Notes of the Series called for redemption ceases to accrue on and
after the redemption date;


(6)                           the
CUSIP number, if any; and


(7)                           any
other information as may be required by the terms of the particular Series of
the Notes or the Notes of a Series being redeemed.


At the Company’s request, and upon receipt of an
Officer’s Certificate complying with Section 11.04 hereof, the Trustee shall
give the notice of redemption in the Company’s name and at its expense.


Section 3.04           Effect of Notice of Redemption.


Once notice of redemption is mailed in accordance with
Section 3.03 hereof, Notes called for redemption become irrevocably due and
payable on the redemption date at the redemption price.  A notice of redemption may not be conditional.


Section 3.05           Deposit of Redemption Price.


One Business Day prior to the redemption date, the
Company shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption price of and accrued interest on all Notes to
be redeemed on that date.  The Trustee or
the Paying Agent shall promptly return to the Company any


 


14

















 


money deposited with the Trustee or the Paying Agent
by the Company in excess of the amounts necessary to pay the redemption price
of, and accrued interest on, all Notes to be redeemed.


If the Company complies with the provisions of the
preceding paragraph, on and after the redemption date, interest shall cease to
accrue on the Notes or the portions of Notes called for redemption.  If a Note is redeemed on or after an interest
record date but on or prior to the related interest payment date, then any
accrued and unpaid interest shall be paid to the Person in whose name such Note
was registered at the close of business on such record date.  If any Note called for redemption shall not
be so paid upon surrender for redemption because of the failure of the Company
to comply with the preceding paragraph, interest shall be paid on the unpaid
principal, from the redemption date until such principal is paid, and to the
extent lawful on any interest not paid on such unpaid principal, in each case
at the rate provided in the Notes and in Section 4.01 hereof.


Section 3.06           Notes
Redeemed in Part.


Upon surrender of a Note that is redeemed in part, the
Company shall issue and, upon the Company’s written request, the Trustee shall
authenticate for the Holder, at the expense of the Company, a new Note equal in
principal amount to the unredeemed portion of the Note surrendered.


No Notes of $1,000 or less can be redeemed in part.


ARTICLE 4

COVENANTS


Section 4.01           Payment of
Principal and Interest.


The Company covenants and agrees for the benefit of
the Holders of each Series of Notes that it will pay or cause to be paid the
principal of, premium, if any, and interest on the Notes on the dates and in
the manner provided in such Notes. 
Principal, premium, if any, and interest on any Series of Notes will be
considered paid on the date due if the Paying Agent, if other than the Company
or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date
money deposited by the Company in immediately available funds and designated
for and sufficient to pay all principal, premium, if any, and interest then
due.


Section 4.02           Maintenance
of Office or Agency.


The Company covenants and agrees for the benefit of
the Holders of each Series of Notes that it will maintain in the Borough of
Manhattan, the City of New York, an office or agency (which may be an office of
the Trustee for such Notes or an affiliate of the Trustee, Registrar for such
Notes or co-registrar) where Notes may be surrendered for registration of
transfer or for exchange and where notices and demands to or upon the Company
in respect of such Notes and this Indenture may be served.  The Company will give prompt written notice
to the Trustee for such Notes of the location, and any change in the location,
of such office or agency.  If at any time
the Company fails to maintain any such required office or agency or fails 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.


The Company may also from time to time designate one
or more other offices or agencies where a Series of Notes may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such
designation or rescission will in any manner relieve the Company of its
obligation to maintain an office or agency in the Borough of Manhattan, the
City of New York for such purposes.  The
Company will give prompt written notice to the Trustee for


 


15

















 


such Series of Notes of
any such designation or rescission and of any change in the location of any
such other office or agency.


With respect to each Series of Notes, the Company
hereby designates the Corporate Trust Office of the Trustee as one such office
or agency of the Company in accordance with Section 2.04.


Section 4.03           Reports.


The Company will at all times comply with TIA
§ 314(a).  Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officer’s
Certificates).


Section 4.04           Compliance
Certificate.


(a)           The Company and each guarantor
of any Series of Notes (to the extent that such guarantor is so required under
the TIA) shall deliver to the Trustee with respect to such Series, within 90
days after the end of each fiscal year, an Officer’s Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge the Company 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 of
this Indenture (or, if a Default or Event of Default shall have occurred,
describing all such Defaults or Events of Default of which he or she may have
knowledge and what action the Company is taking or proposes to take with
respect thereto) and that to the best of his or her knowledge no event has
occurred and remains in existence by reason of which payments on account of the
principal of or interest, if any, on the Notes is prohibited or if such event
has occurred, a description of the event and what action the Company is taking
or proposes to take with respect thereto.


(b)           The Company shall, so long as
any of Series of Notes are outstanding, deliver to the Trustee with respect to
such Series, as soon as possible, but in no event later than five days after
any Officer becoming aware of any Default or Event of Default, an Officer’s
Certificate specifying such Default or Event of Default and what action the
Company is taking or proposes to take with respect thereto.


Section 4.05           Taxes.


The Company will pay, and will cause each of its
Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and
governmental levies except such as are contested in good faith and by
appropriate proceedings or where the failure to effect such payment is not
adverse in any material respect to the Holders of the Notes.


Section 4.06           Stay,
Extension and Usury Laws.


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


 


16

















 


and each of such guarantors (to the extent that it may
lawfully do so), as applicable, hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not, by resort to any
such law, hinder, delay or impede the execution of any power herein granted to the
Trustee for such Notes, but will suffer and permit the execution of every such
power as though no such law has been enacted.


Section 4.07           Corporate
Existence.


Subject to Articles 5 hereof, the Company shall do or
cause to be done all things necessary to preserve and keep in full force and
effect:


(a)           its corporate existence, and
the corporate, partnership or other existence of each of its Subsidiaries, in
accordance with the respective organizational documents (as the same may be
amended from time to time) of the Company or any such Subsidiary; and


(b)           the rights (charter and
statutory), licenses and franchises of the Company and its Subsidiaries; provided, however, that the Company shall not be required to
preserve any such right, license or franchise, or the corporate, partnership or
other existence of any of its Subsidiaries, if an Officer shall determine that
the preservation thereof is no longer desirable in the conduct of the business
of the Company and its Subsidiaries, taken as a whole, and that the loss
thereof is not adverse in any material respect to the Holders of the Notes.


ARTICLE 5

SUCCESSORS


Section 5.01           Merger,
Consolidation, or Sale of Assets.


The Company shall not, directly or indirectly: (a)
consolidate or merge with or into another Person (whether or not the Company is
the surviving corporation); or (b) sell, assign, transfer, convey or otherwise
dispose of all or substantially all of the properties or assets of the Company
and its Subsidiaries taken as a whole, in one or more related transactions, to
another Person, unless:


(1)                           either:


(A)          the
Company is the surviving corporation; or


(B)           the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, conveyance or other
disposition has been made is a corporation, limited liability company,
partnership, trust or other entity organized or existing under the laws of the
United States, any state of the United States or the District of Columbia;


(2)                           the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or the Person to which such sale, assignment, transfer, conveyance
or other disposition has been made assumes all the obligations of the Company
under the Notes and this Indenture pursuant to agreements reasonably
satisfactory to the Trustee;


(3)                           
immediately after such transaction and treating the Company's obligations in
connection with or as a result of such transaction as having been incurred as
of the time of such transaction, no Default or Event of Default shall have
occurred and be continuing; and


 


17

















 


(4)                           the
Company or the surviving entity shall have delivered to the Trustee an
Officer’s Certificate stating that such consolidation, merger, sale,
assignment, transfer, lease, conveyance or other disposition and, if a
supplemental indenture is required in connection with such transaction, such
supplemental indenture complies with the applicable provisions of this
Indenture and that all conditions precedent in this Indenture relating to such
transaction have been satisfied.


In addition, the Company will not, directly or
indirectly, lease all or substantially all of its properties or assets, in one
or more related transactions, to any other Person.  This Section 5.01 will not apply to:


(1)                           a merger of the
Company with an Affiliate solely for the purpose of reincorporating the Company
in another jurisdiction; or


(2)                           any consolidation or
merger, or any sale, assignment, transfer, conveyance, lease or other
disposition of assets between or among the Company and its Subsidiaries.


Section 5.02           Successor
Corporation Substituted.


Upon any consolidation or merger, or any sale,
assignment, transfer, lease, conveyance or other disposition of all or
substantially all of the properties or assets of the Company in a transaction
that is subject to, and that complies with the provisions of, Section 5.01
hereof, the successor Person formed by such consolidation or into or with which
the Company is merged or to which such sale, assignment, transfer, lease,
conveyance or other disposition is made shall succeed to, and be substituted
for (so that from and after the date of such consolidation, merger, sale,
assignment, transfer, lease, conveyance or other disposition, the provisions of
this Indenture referring to the “Company” shall refer instead to the successor
Person and not to the Company), and may exercise every right and power of the
Company under this Indenture with the same effect as if such successor Person
had been named as the Company herein; provided, however,
that the predecessor Company shall not be relieved from the obligation to pay
the principal of and interest on any Series of Notes except in the case of a
sale of all of the Company’s assets in a transaction that is subject to, and
that complies with the provisions of, Section 5.01 hereof.


ARTICLE 6

DEFAULTS AND REMEDIES


Section 6.01           Events of
Default.


“Event of Default,” wherever used herein with respect
to Notes of any Series, means any one of the following events, unless in the
establishing Board Resolution, supplemental indenture or Officer’s Certificate,
it is provided that such Series shall not have the benefit of said Event of
Default:


(a)           default in the payment of any
interest on any Note of that Series when it becomes due and payable, and
continuance of such default for a period of 30 days; or


(b)           default in payment when due of
the principal of, or premium, if any, on any Note of that Series; or


(c)           default in the performance or
breach of any covenant or warranty of the Company in this Indenture (other than
a covenant or warranty that has been included in this Indenture solely for the
benefit of Series of Notes other than that Series), which default continues
uncured for a period of 30 days after written notice given by the Trustees for
such Notes or Holders of such Notes, or the Company and the


 


18

















 


Trustee receive written notice from Holders of not
less than a majority in aggregate principal amount of such Notes outstanding;
or


(d)           the Company:


(A)          commences
a voluntary case in bankruptcy,


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


(C)           consents
to the appointment of a custodian of it or for all or substantially all of its
property,


(D)          makes
a general assignment for the benefit of its creditors, or


(E)           generally
is not paying its debts as they become due;


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


(A)          is
for relief against the Company;


(B)           appoints
a custodian of the Company or for all or substantially all of the property of
the Company; or


(C)           orders
the liquidation of the Company;


and the order or decree remains unstayed and in effect
for 90 consecutive days; or


(f)            any other Event of Default
provided with respect to Notes of that Series, which is specified in a Board
Resolution, a supplemental indenture hereto or an Officer’s Certificate, in
accordance with Section 2.02.


Section 6.02           Acceleration.


If an Event of Default with respect to Notes of any
Series at the time outstanding occurs and is continuing (other than an Event of
Default referred to in Section 6.01(d) or (e)) then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
outstanding Notes of that Series may declare the principal amount (or, if any
Notes of that Series are Discount Notes, such portion of the principal amount
as may be specified in the terms of such Notes) of and accrued and unpaid
interest, if any, on all of the Notes of that Series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) and accrued and unpaid interest, if any, shall become immediately due
and payable.  If an Event of Default
specified in Section 6.01(d) or (e) shall occur, the principal amount (or
specified amount) of and accrued and unpaid interest, if any, on all
outstanding Notes shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder.


At any time after such a declaration of acceleration
with respect to any Series has been made, the Holders of a majority in
principal amount of the outstanding Notes of that Series, by written notice to
the Company and the Trustee, may rescind and annul such declaration and its
consequences if the rescission


 


19

















 


would not conflict with any judgment or decree and if
all existing Events of Default (except nonpayment of principal, interest or
premium that has become due solely because of the acceleration) have been cured
or waived and all sums paid or advanced by the Trustee hereunder and the
reasonable compensation expenses and disbursements of the Trustee and its agent
and counsel have been paid.


No such rescission shall affect any subsequent Default
or impair any right consequent thereon.


Section 6.03           Other
Remedies.


If an Event of Default with respect to Notes of any
Series at the time outstanding occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium, if any, and
interest on such Notes or to enforce the performance of any provision of such
Notes or this Indenture.


The Trustee may maintain a proceeding even if it does
not possess any of the Notes or does not produce any of them in the
proceeding.  A delay or omission by the
Trustee or any Holder of a Note in exercising any right or remedy accruing upon
an Event of Default shall not impair the right or remedy or constitute a waiver
of or acquiescence in the Event of Default. 
All remedies are cumulative to the extent permitted by law.


Section 6.04           Waiver of
Past Defaults.


The Holders of a majority in aggregate principal
amount of the Notes of any Series then outstanding by notice to the Trustee may
on behalf of the Holders of all of the Notes waive any existing Default or
Event of Default and its consequences under this Indenture except a continuing
Default or Event of Default in the payment of premium or interest on, or the
principal of, the Notes (including in connection with an offer to purchase); provided, however,
that the Holders of a majority in aggregate principal amount of the then
outstanding Notes of any Series may rescind an acceleration of such Notes and
its consequences, including any related payment default that resulted from such
acceleration.  Upon any such waiver, such
Default or Event of Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default
or Event of Default or impair any right consequent thereon.


Section 6.05           Control by
Majority.


Holders of a majority in aggregate principal amount of
the then outstanding Notes of any Series may direct the time, method and place
of conducting any proceeding for exercising any remedy available to the Trustee
or exercising any trust or power conferred on it, subject to Section
7.02(f).  However, the Trustee may refuse
to follow any direction that conflicts with law or this Indenture that the
Trustee determines may be unduly prejudicial to the rights of other Holders of
Notes or that may involve the Trustee in personal liability.


Section 6.06           Limitation
on Suits.


A Holder of any Series of Notes may pursue a remedy
with respect to this Indenture or the Notes only if:


(a)           the Holder of a Note gives to
the Trustee written notice of a continuing Event of Default;


 


20

















 


(b)           the Holders of at least 25% in
principal amount of the then outstanding Notes of such Series make a written
request to the Trustee to pursue the remedy;


(c)           such Holder of a Note or
Holders of Notes offer and, if requested, provide to the Trustee indemnity
satisfactory to the Trustee against any loss, liability or expense;


(d)           the Trustee does not comply
with the request within 60 days after receipt of the request and the offer and,
if requested, the provision of indemnity; and


(e)           during such 60-day period the
Holders of a majority in principal amount of the then outstanding Notes do not
give the Trustee a direction inconsistent with the request.


A Holder of any Series of Notes may not use this
Indenture to prejudice the rights of another Holder of such Series of Notes or
to obtain a preference or priority over another Holder of Notes of such Series.


Section 6.07           Rights of
Holders of Notes to Receive Payment.


Notwithstanding any other provision of this Indenture,
the right of any Holder of a Note to receive payment of principal, premium, if
any, and interest on the Note, on or after the respective due dates expressed
in the Note (including in connection with an offer to purchase), or to bring
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 6.08           Collection
Suit by Trustee.


If an Event of Default specified in Section 6.01(a) or
(b) hereof occurs and is continuing, the Trustee is authorized to recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount of principal of, premium, if any, and interest remaining
unpaid on, the Notes and interest on overdue principal and, to the extent
lawful, interest and such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.


Section 6.09           Trustee May
File Proofs of Claim.


The Trustee for each Series of Notes is authorized to
file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and the Holders of the Notes allowed in any
judicial proceedings relative to the Company (or any other obligor upon the
Notes), its creditors or its property and shall be entitled and empowered to
collect, receive and distribute any money or other property payable or
deliverable on any such claims and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it
for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof.  To the extent that
the payment of any such compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 7.07 hereof out of the estate in any such proceeding, shall be
denied for any reason, payment of the same shall be secured by a Lien on, and
shall be paid out of, any and all distributions, dividends, money, securities
and other properties that the Holders may be entitled to receive in such
proceeding whether in liquidation or under any plan of reorganization or
arrangement or


 


21

















 


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


Section 6.10           Priorities.


If the Trustee collects any money pursuant to this
Article 6, it shall pay out the money in the following order:


First:                      to the Trustee, its agents
and attorneys for amounts due under Section 7.07 hereof, including payment of
all compensation, expenses and liabilities incurred, and all advances made, by
the Trustee and the costs and expenses of collection;


Second:                  to Holders of Notes for
amounts due and unpaid on the Notes for principal, premium, if any, and
interest, ratably, without preference or priority of any kind, according to the
amounts due and payable on the Notes for principal, premium, if any and
interest, respectively; and


Third:                     to the Company or to such
party as a court of competent jurisdiction shall direct.


The Trustee may fix a record date and payment date for
any payment to Holders of Notes pursuant to this Section 6.10.


Section 6.11           Undertaking
for Costs.


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 a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys’ fees and expenses, against any party litigant in the
suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant.  This Section
does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant
to Section 6.07 hereof, or a suit by Holders of more than 10% in principal
amount of the then outstanding Notes of any Series.


Section 6.12.          Unconditional Right of Holders to Receive Principal, Premium, and
Interest.


Notwithstanding any other provision in this Indenture,
the Holder of any Note will have the right, which is absolute and
unconditional, to receive payment of the principal of and any premium and
(subject to Section 2.13) interest on such Note on the respective stated
maturities expressed in such Note (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights may not be impaired without the consent of such Holder.


Section 6.13.          Restoration of Rights and Remedies.


If the Trustee or any Holder has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company, the
Trustee, and the Holders will be restored severally


 


22

















 


and respectively to their former positions hereunder
and thereafter all rights and remedies of the Trustee and the Holders will
continue as though no such proceeding had been instituted.


ARTICLE 7

TRUSTEE


Section 7.01           Duties of
Trustee.


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


(b)           Except during the continuance
of an Event of Default:


(1)                           the
duties of the Trustee will be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are
specifically set forth in this Indenture and no others, and no implied
covenants or obligations shall be read into this Indenture against the Trustee;
and


(2)                           in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture. 
However, the Trustee will examine the certificates and opinions to
determine whether or not they conform to the requirements of this Indenture
(but need not confirm or investigate the accuracy of mathematical calculations
or other facts stated thereon).


(c)           The Trustee may not be
relieved from liabilities for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:


(1)                           this
paragraph does not limit the effect of paragraph (b) of this Section 7.01;


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


(3)                           the
Trustee will not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to Section
6.05 hereof; and


(4)                           no
provision of this Indenture will require the Trustee to expend or risk its own
funds or incur any liability.  The
Trustee will be under no obligation to exercise any of its rights and powers
under this Indenture at the request of any Holders, unless such Holder has
offered to the Trustee security and indemnity satisfactory to it against any
loss, liability or expense.


(d)           Whether or not therein
expressly so provided, every provision of this Indenture that in any way
relates to the Trustee is subject to paragraphs (a), (b), and (c) of this
Section 7.01.


(e)           The Trustee will not be liable
for interest on any money received by it except as the Trustee may agree in
writing with the Company.  Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.


 


23

















 


Section 7.02           Rights of
Trustee.


(a)           The Trustee may conclusively
rely upon any document believed by it to be genuine and to have been signed or
presented by the proper Person.  The
Trustee need not investigate any fact or matter stated in the document.


(b)           Before the Trustee acts or
refrains from acting, it may require an Officer’s Certificate or an Opinion of
Counsel or both.  The Trustee will not be
liable for any action it takes or omits to take in good faith in reliance on
such Officer’s Certificate or Opinion of Counsel.  The Trustee may consult with counsel and the
written advice of such counsel or any Opinion of Counsel will be full and
complete authorization and protection from liability in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.


(c)           The Trustee may act through
its attorneys and agents and will not be responsible for the misconduct or
negligence of any agent appointed with due care.


(d)           The Trustee will not be liable
for any action it takes or omits to take in good faith that it believes to be
authorized or within the rights or powers conferred upon it by this Indenture.


(e)           Unless otherwise specifically
provided in this Indenture, any demand, request, direction or notice from the
Company will be sufficient if signed by an Officer of the Company.


(f)            The Trustee will be under no
obligation to exercise any of the rights or powers vested in it by this
Indenture at the request or direction of any of the Holders unless such Holders
have offered to the Trustee reasonable indemnity or security against the
losses, liabilities and expenses that might be incurred by it in compliance
with such request or direction.


(g)           In no event shall the Trustee
be responsible or liable for any failure or delay in the performance of its
obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware)
services; it being understood that the Trustee shall use reasonable efforts
which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.


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


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


Section 7.03           Individual
Rights of Trustee.


The Trustee in its individual or any other capacity
may become the owner or pledgee of Notes and may otherwise deal with the
Company or any Affiliate of the Company with the same rights it would have if
it were not Trustee.  However, in the
event that the Trustee acquires any conflicting interest it must eliminate such
conflict within 90 days, apply to the SEC for permission to continue as trustee
(if this


 


24

















 


Indenture has been qualified under the TIA) or
resign.  Any Agent may do the same with
like rights and duties.  The Trustee is
also subject to Sections 7.10 and 7.11 hereof.


Section 7.04           Trustee’s
Disclaimer and Acceptance of Facsimile Instructions.


The Trustee will not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or the Notes,
it shall not be accountable for the Company’s use of the proceeds from the
Notes or any money paid to the Company or upon the Company’s direction under
any provision of this Indenture, it will not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee,
and it will not be responsible for any statement or recital herein or any
statement in the Notes or any other document in connection with the sale of the
Notes or pursuant to this Indenture other than its certificate of
authentication.


The Trustee agrees to accept and act upon instructions
it receives by facsimile pursuant to this Indenture, provided that promptly
following delivery of such facsimile instructions, the originally executed
instructions shall be delivered to the Trustee, and such originally executed
instructions shall be signed by an authorized person.


Section 7.05           Notice of
Defaults.


If a Default or Event of Default occurs and is
continuing and if it is known to the Trustee, the Trustee will mail to Holders
of Notes a notice of the Default or Event of Default within 90 days after it
occurs.  Except in the case of a Default
or Event of Default in payment of principal of, premium, if any, or interest
on, any Note, the Trustee may withhold the notice from Holders of the Notes if
and so long as a committee of its Responsible Officers in good faith determines
that withholding the notice is in the interests of the Holders of the Notes.


Section 7.06           Reports by
Trustee to Holders of the Notes.


(a)           Within 60 days after January 1
beginning with the January 1 following the date of this Indenture, and for so
long as Notes remain outstanding, the Trustee will mail to the Holders of the
Notes a brief report dated as of such reporting date that complies with TIA § 313(a)
(but if no event described in TIA § 313(a) has occurred within the twelve
months preceding the reporting date, no report need be transmitted).  The Trustee also will comply with TIA
§ 313(b)(2).  The Trustee will also
transmit by mail all reports as required by TIA § 313(c).


(b)           A copy of each report at the
time of its mailing to the Holders of Notes will be mailed by the Trustee to
the Company and filed by the Trustee with the SEC and each stock exchange on
which the Notes are listed in accordance with TIA § 313(d).  The Company will promptly notify the Trustee
when the Notes are listed on any stock exchange or delisted therefrom.


Section 7.07           Compensation
and Indemnity.


(a)           The Company will pay to the
Trustee from time to time such compensation for its acceptance of this
Indenture and services hereunder as the Trustee and the Company may agree.  The Trustee’s compensation will not be
limited by any law on compensation of a trustee of an express trust.  The Company will reimburse the Trustee
promptly upon request for all reasonable disbursements, advances and expenses
incurred or made by it in addition to the compensation for its services.  Such expenses will include the reasonable
compensation, disbursements and expenses of the Trustee’s agents and counsel.


 


25

















 


(b)           The Company will indemnify the
Trustee against any and all losses, liabilities or expenses incurred by it
arising out of or in connection with the acceptance or administration of its
duties under this Indenture, including the costs and expenses of enforcing this
Indenture against the Company (including this Section 7.07) and defending
itself against any claim (whether asserted by the Company, any Holder or any
other Person) or liability in connection with the exercise or performance of
any of its powers or duties hereunder, except to the extent any such loss,
liability or expense may be attributable to its negligence or bad faith.  The Trustee will notify the Company promptly
of any claim for which it may seek indemnity. 
Failure by the Trustee to so notify the Company will not relieve the
Company of its obligations hereunder. 
The Company will defend the claim and the Trustee will cooperate in the
defense.  The Trustee may have separate
counsel and the Company will pay the reasonable fees and expenses of such
counsel.  The Company need not pay for
any settlement made without its consent, which consent will not be unreasonably
withheld.


(c)           The obligations of the Company
under this Section 7.07 will survive the satisfaction and discharge of this
Indenture.


(d)           To secure the Company’s
payment obligations in this Section 7.07, the Trustee will have a Lien prior to
the Notes on all money or property held or collected by the Trustee, except
that held in trust to pay principal and interest on particular Notes.  Such Lien will survive the satisfaction and
discharge of this Indenture.


(e)           When the Trustee incurs
expenses or renders services after an Event of Default specified in Section
6.01(d) or (e) hereof occurs, the expenses and the compensation for the
services (including the fees and expenses of its agents and counsel) are
intended to constitute expenses of administration under any Bankruptcy Law.


(f)            The Trustee will comply with
the provisions of TIA § 313(b)(2) to the extent applicable.


Section 7.08           Replacement
of Trustee.


(a)           A resignation or removal of
the Trustee and appointment of a successor Trustee will become effective only
upon the successor Trustee’s acceptance of appointment as provided in this
Section 7.08.


(b)           The Trustee may resign in
writing at any time and be discharged from the trust hereby created by so
notifying the Company.  The Holders of a
majority in aggregate principal amount of the then outstanding Notes may remove
the Trustee by so notifying the Trustee and the Company in writing.  The Company may remove the Trustee if:


(1)                           the
Trustee fails to comply with Section 7.10 hereof;


(2)                           the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is
entered with respect to the Trustee under any Bankruptcy Law;


(3)                           a
custodian or public officer takes charge of the Trustee or its property; or


(4)                           the
Trustee becomes incapable of acting.


(c)           If the Trustee resigns or is
removed or if a vacancy exists in the office of Trustee for any reason, the
Company will promptly appoint a successor Trustee.  Within one year after the successor


 


26

















 


Trustee takes office, the Holders of a majority in
aggregate principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.


(d)           If a successor Trustee does
not take office within 60 days after the retiring Trustee resigns or is
removed, the retiring Trustee, the Company, or the Holders of at least 10% in
aggregate principal amount of the then outstanding Notes may petition any court
of competent jurisdiction, at the expense of the Company, for the appointment
of a successor Trustee.


(e)           If the Trustee, after written
request by any Holder who has been a Holder for at least six months, fails to
comply with Section 7.10 hereof, such Holder may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.


(f)            A successor Trustee will
deliver a written acceptance of its appointment to the retiring Trustee and to
the Company.  Thereupon, the resignation
or removal of the retiring Trustee will become effective, and the successor
Trustee will have all the rights, powers and duties of the Trustee under this
Indenture.  The successor Trustee will
mail a notice of its succession to Holders. 
The retiring Trustee will promptly transfer all property held by it as
Trustee to the successor Trustee; provided all
sums owing to the Trustee hereunder have been paid and subject to the Lien
provided for in Section 7.07 hereof. 
Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company’s obligations under Section 7.07 hereof will continue for the
benefit of the retiring Trustee.


Section 7.09           Successor
Trustee by Merger, etc.


If the Trustee consolidates, merges or converts into,
or transfers all or substantially all of its corporate trust business to,
another corporation, the successor corporation without any further act will be
the successor Trustee.


Section 7.10           Eligibility;
Disqualification.


There will at all times be a Trustee hereunder that is
a corporation organized and doing business under the laws of the United States
of America or of any state thereof that is authorized under such laws to
exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of
at least $100.0 million as set forth in its most recent published annual report
of condition.


This Indenture will always have a Trustee who
satisfies the requirements of TIA § 310(a)(1), (2) and (5).  The Trustee is subject to TIA § 310(b).


Section 7.11           Preferential
Collection of Claims Against Company.


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


 


27

















 


ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


Section 8.01           Option to
Effect Legal Defeasance or Covenant Defeasance.


The Company may at any time, at the option of its
Board of Directors evidenced by a resolution set forth in an Officer’s
Certificate, elect to have either Section 8.02 or 8.03 hereof be applied to all
outstanding Notes upon compliance with the conditions set forth below in this
Article 8.


Section 8.02           Legal
Defeasance and Discharge.


Upon the Company’s exercise under Section 8.01 hereof
of the option applicable to this Section 8.02, the Company will, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to
have been discharged from its obligations with respect to all outstanding Notes
of such Series (including the related guarantees, if any) on the date the
conditions set forth below are satisfied (hereinafter, “Legal
Defeasance”).  For this
purpose, Legal Defeasance means that the Company will be deemed to have paid
and discharged the entire Indebtedness represented by the outstanding Notes of
such Series (including the related guarantees, if any), which will thereafter
be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and
the other Sections of this Indenture referred to in clauses (a) and (b) below,
and to have satisfied all their other obligations under such Notes, such
guarantees, if any, and this Indenture (and the Trustee, on demand of and at
the expense of the Company, shall execute proper instruments acknowledging the
same), except for the following provisions which will survive until otherwise
terminated or discharged hereunder:


(a)           the rights of Holders of
outstanding Notes to receive payments in respect of the principal of, or
interest or premium, if any, on, such Notes when such payments are due from the
trust referred to in Section 8.04 hereof;


(b)           the Company’s obligations with
respect to such Notes under Article 2 and Section 4.02 hereof;


(c)           the rights, powers, trusts,
duties and immunities of the Trustee hereunder and the Company’s obligations in
connection therewith; and


(d)           this Article 8.


Subject to compliance with this Article 8, the Company
may exercise its option under this Section 8.02 notwithstanding the prior
exercise of its option under Section 8.03 hereof.


Section 8.03           Covenant
Defeasance.


Upon the Company’s exercise under Section 8.01 hereof
of the option applicable to this Section 8.03, the Company and each of the
guarantors, if any, will subject to the satisfaction of the conditions set
forth in Section 8.04 hereof, be released from their obligations under the
covenants contained in Section 4.03 with respect to the outstanding Notes of
the applicable Series on and after the date the conditions set forth in Section
8.04 are satisfied (hereinafter, “Covenant
Defeasance”), and the Notes shall thereafter be deemed not
“outstanding” for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed “outstanding” for all other purposes
hereunder (it being understood that such Notes shall not be deemed outstanding
for accounting purposes).  For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes
of such Series, the Company may omit to comply with and shall have no


 


28

















 


liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of
any reference in any such covenant to any other provision herein or in any
other document and such omission to comply shall not constitute a Default or an
Event of Default under Section 6.01 hereof, but, except as specified above, the
remainder of this Indenture and such Notes shall be unaffected thereby.  In addition, upon the Company’s exercise
under Section 8.01 hereof of the option applicable to this Section 8.03 hereof,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
Section 6.01(c) hereof shall not constitute an Event of Default.


Section 8.04           Conditions
to Legal or Covenant Defeasance.


In order to exercise either Legal Defeasance or
Covenant Defeasance under either Section 8.02 or 8.03 hereof:


(a)           the Company must irrevocably
deposit with the Trustee, in trust, for the benefit of the Holders, cash in
U.S. dollars, non-callable Government Securities, or a combination thereof, in
such amounts as will be sufficient, in the opinion of a nationally recognized
investment bank, appraisal firm, or firm of independent public accountants, to
pay the principal of, premium, if any, and interest on, the outstanding Notes
on the stated date for payment thereof or on the applicable redemption date, as
the case may be, and the Company must specify whether the Notes are being
defeased to such stated date for payment or to a particular redemption date;


(b)           in the case of an election
under Section 8.02 hereof, the Company must deliver to the Trustee an Opinion
of Counsel confirming that:


(1)                           the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling; or


(2)                           since
the date of this Indenture, there has been a change in the applicable federal
income tax law,


in either case to the effect that, and based thereon
such Opinion of Counsel shall confirm that, the Holders of the outstanding
Notes will not recognize income, gain or loss for federal income tax purposes
as a result of such Legal 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 Legal Defeasance had not occurred;


(c)           in the case of an election
under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion
of Counsel confirming that the Holders of the outstanding Notes 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;


(d)           no Default or Event of Default
shall have occurred and be continuing on the date of such deposit (other than a
Default or Event of Default resulting from the borrowing of funds to be applied
to such deposit) and the deposit will not result in a breach or violation of,
or constitute a default under, any other instrument to which the Company is a
party or by which the Company is bound;


(e)           such Legal Defeasance or
Covenant Defeasance will not result in a breach or violation of, or constitute
a default under, any material agreement or instrument (other than this
Indenture) to which


 


29

















 


the Company or any of its Subsidiaries is a party or
by which the Company or any of its Subsidiaries is bound;


(f)            the Company must deliver to
the Trustee an Officer’s Certificate stating that the deposit was not made by
the Company with the intent of preferring the Holders of Notes over the other
creditors of the Company with the intent of defeating, hindering, delaying or
defrauding any creditors of the Company or others; and


(g)           the Company must deliver to
the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
that all conditions precedent relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.


Section 8.05           Deposited
Money and Government Securities to be Held in Trust; Other Miscellaneous
Provisions.


Subject to Section 8.06 hereof, all money and
non-callable Government Securities (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee, collectively for purposes of
this Section 8.05, the “Trustee”)
pursuant to Section 8.04 hereof in respect of the outstanding Notes of any
Series will be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent
required by law.


The Company will pay and indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against the cash or
non-callable Government Securities deposited pursuant to Section 8.04 hereof or
the principal and interest received in respect thereof other than any such tax,
fee or other charge which by law is for the account of the Holders of the
outstanding Notes of the applicable Series.


Notwithstanding anything in this Article 8 to the
contrary, the Trustee will deliver or pay to the Company from time to time upon
the request of the Company any money or non-callable Government Securities held
by it as provided in Section 8.04 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.


Section 8.06           Repayment to
Company.


Any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal
of, premium, if any, or interest on, any Series of Notes and remaining
unclaimed for two years after such principal, premium, if any, or interest has
become due and payable shall be paid to the Company on its request or (if then
held by the Company) will be discharged from such trust; and the Holder of such
Note will thereafter be permitted to look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, will
thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in the New York
Times and The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which will not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Company.


 


30

















 


Section 8.07           Reinstatement.


If the Trustee or Paying Agent is unable to apply any
U.S. dollars or non-callable Government Securities in accordance with Section
8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company’s and any applicable guarantors’
obligations under this Indenture and the applicable Notes and the guarantees
will be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided, however,
that, if the Company makes any payment of principal of, premium, if any, or
interest on, any Note following the reinstatement of its obligations, the
Company will be subrogated to the rights of the Holders of such Notes to
receive such payment from the money held by the Trustee or Paying Agent.


ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER


Section 9.01           Without
Consent of Holders of Notes.


Notwithstanding Section 9.02 of this Indenture, the
Company and the Trustee may amend or supplement this Indenture or the Notes of
one or more Series without the consent of any Holder of Note:


(1)                           to
cure any ambiguity, defect or inconsistency;


(2)                           to
provide for uncertificated Notes in addition to or in place of certificated
Notes;


(3)                           to
provide for the assumption of the Company’s obligations to the Holders of the Notes
by a successor to the Company pursuant to Article 5 hereof;


(4)                           to
make any change that would provide any additional rights or benefits to the
Holders of Notes or that does not adversely affect the legal rights hereunder
of any Holder;


(5)                           to
comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA;


(6)                           to
provide for the issuance of and establish the form and terms and conditions of
Notes of any Series as permitted by this Indenture; or


(7)                           to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Notes 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.


Upon the request of the Company accompanied by a
resolution of its Board of Directors authorizing the execution of any such
amended or supplemental indenture, and upon receipt by the Trustee of the
documents described in Section 7.02 hereof, the Trustee will join with the
Company in the execution of any amended or supplemental indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee will
not be obligated to enter into such amended or supplemental indenture that
affects its own rights, duties or immunities under this Indenture or otherwise.


 


31

















 


Section 9.02           With Consent
of Holders of Notes.


The Company and the Trustee may enter into a
supplemental indenture with the written consent of the Holders of at least a
majority in aggregate principal amount of the outstanding Notes of each Series
affected by such supplemental indenture (including consents obtained in
connection with a tender offer or exchange offer for the Notes of such Series),
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 Notes of
each such Series.  Except as otherwise
provided herein, the Holders of at least a majority in aggregate principal
amount of the outstanding Notes of each Series by notice to the Trustee
(including consents obtained in connection with a tender offer or exchange
offer for the Notes of such Series) may waive compliance by the Company with
any provision of this Indenture or the Notes with respect to such Series.


It shall not be necessary for the consent of the
Holders of Notes under this Section 9.02 to approve the particular form of any
proposed supplemental indenture or waiver, but it shall be sufficient if such
consent approves the substance thereof. 
Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt
by the Trustee of the documents described in Section 7.02 hereof, the Trustee
will join with the Company in the execution of such amended or supplemental
indenture unless such amended or supplemental indenture directly affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise,
in which case the Trustee may in its discretion, but will not be obligated to,
enter into such amended or supplemental Indenture.


After a supplemental indenture or waiver under this
section becomes effective, the Company shall mail to the Holders of Notes
affected thereby a notice briefly describing the supplemental indenture or
waiver.  Any failure by the Company to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture or waiver.  However, without the consent of each Holder
affected, an amendment or waiver under this Section 9.02 may not, with respect
to any Notes held by a non-consenting Holder:


(a)           reduce the principal of or
change the fixed maturity of any Note or alter or waive any of the provisions
with respect to the redemption or repurchase of the Notes;


(b)           reduce the rate (or alter the
method of computation) of or extend the time for payment of interest, including
default interest, on any Note;


(c)           waive a Default or Event of
Default in the payment of principal of or premium, if any, or interest on the
Notes, except a rescission of acceleration of the Notes by the Holders of at
least a majority in aggregate principal amount of the then outstanding Notes
and a waiver of the payment default that resulted from such acceleration;


(d)           make the principal of or
premium, if any or interest on any Note payable in currency other than that
stated in the Notes;


(e)           make any change in the
provisions of this Indenture relating to waivers of past Defaults or the rights
of Holders of the Notes to receive payments of principal of or premium,
interest, if any, on the Notes and to institute suit for the enforcement of any
such payments;


(f)            make any change in the
foregoing amendment and waiver provisions; or


 


32

















 


(g)           reduce the percentage in principal amount of any Notes,
the consent of the Holders of which is required for any of the foregoing
modifications or otherwise necessary to modify or amend the Indenture or to
waive any past Defaults.


Section 9.03           Compliance
with Trust Indenture Act.


Every amendment to this Indenture or the Notes of one
or more Series will be set forth in a supplemental indenture hereto that
complies with the TIA as then in effect.


Section 9.04           Revocation
and Effect of Consents.


Until an amendment or waiver becomes effective, a
consent to it by a Holder of a Note is a continuing consent by the Holder of a
Note and every subsequent Holder of a Note or portion of a Note that evidences
the same debt as the consenting Holder’s Note, even if notation of the consent
is not made on any Note.  However, any such
Holder of a Note or subsequent Holder of a Note may revoke the consent as to
its Note if the Trustee receives written notice of revocation before the date
the amendment or waiver becomes effective. 
An amendment or waiver becomes effective in accordance with its terms
and thereafter binds every Holder.


Section 9.05           Notation on
or Exchange of Notes.


The Trustee may place an appropriate notation about an
amendment or waiver on any Note of any Series thereafter authenticated.  The Company in exchange for Notes of that
Series may issue and the Trustee shall authenticate upon request new Notes of
that Series that reflect the amendment or waiver.


Failure to make the appropriate notation or issue a
new Note will not affect the validity and effect of such amendment or waiver.


Section 9.06           Trustee to
Sign Amendments, etc.


In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee
shall be entitled to receive, and (subject to Section 7.01) shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture.  The Trustee shall sign all supplemental
indentures, except that the Trustee need not sign any supplemental indenture
that adversely affects its rights.


ARTICLE 10

SATISFACTION AND DISCHARGE


Section 10.01          Satisfaction
and Discharge.


This Indenture will be discharged and will cease to be
of further effect as to a Series of 
Notes issued hereunder, when:


(a)           either:


(1)                           all
such Notes that have been authenticated, except lost, stolen or destroyed Notes
that have been replaced or paid and Notes for whose payment money has
theretofore been deposited in trust and thereafter repaid to the Company, have
been delivered to the Trustee for cancellation; or


 


33

















 


(2)                           all
such Notes that have not been delivered to the Trustee for cancellation have become
due and payable by reason of the mailing of a notice of redemption or otherwise
or will become due and payable within one year and the Company has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust
solely for the benefit of the Holders of such Notes, cash in U.S. dollars,
non-callable Government Securities, or a combination thereof, in such amounts
as will be sufficient, without consideration of any reinvestment of interest,
to pay and discharge the entire Indebtedness on the Notes not delivered to the
Trustee for cancellation for principal, premium, if any, and accrued interest
to the date of maturity or redemption;


(b)           no Default or Event of Default
has occurred and is continuing on the date of such deposit (other than a
Default or Event of Default resulting from the borrowing of funds to be applied
to such deposit) and the deposit will not result in a breach or violation of,
or constitute a default under, any other instrument to which the Company or any
guarantor, as applicable, is a party or by which the Company or any guarantor,
as applicable, is bound;


(c)           the Company or any guarantor
of such Notes has paid or caused to be paid all sums payable by it under this
Indenture; and


(d)           the Company has delivered irrevocable
instructions to the Trustee under this Indenture to apply the deposited money
toward the payment of the Notes at maturity or on the redemption date, as the
case may be.


In addition, the Company must deliver an Officer’s
Certificate and an Opinion of Counsel to the Trustee stating that all
conditions precedent to satisfaction and discharge have been satisfied.


Notwithstanding the satisfaction and discharge of this
Indenture, if money has been deposited with the Trustee pursuant to subclause
(2) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and
8.06 hereof will survive.  In addition,
nothing in this Section 10.01 will be deemed to discharge those provisions of
Section 7.07 hereof, that, by their terms, survive the satisfaction and
discharge of this Indenture.


Section 10.02          Application
of Trust Money.


Subject to the provisions of Section 8.06 hereof, all
money deposited with the Trustee pursuant to Section 10.01 hereof shall be held
in trust and applied by it, in accordance with the provisions of the Notes with
respect to which such deposit was made and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
its own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal (and premium, if any) and interest for whose payment
such money has been deposited with the Trustee; but such money need not be
segregated from other funds except to the extent required by law.


If the Trustee or Paying Agent is unable to apply any
money or Government Securities in accordance with Section 10.01 hereof by
reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s and any applicable guarantor’s obligations
under this Indenture and the applicable Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 10.01 hereof; provided that if the Company has made any payment of
principal of, premium, if any, or interest on, any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money or
Government Securities held by the Trustee or Paying Agent.


 


34

















 


ARTICLE 11

MISCELLANEOUS


Section 11.01          Trust
Indenture Act Controls.


If any provision of this Indenture limits, qualifies
or conflicts with the duties imposed by TIA §318(c), the imposed duties will
control.


Section 11.02          Notices.


Any notice or communication by the Company or the
Trustee to the others is duly given if in writing and delivered in Person or by
first class mail (registered or certified, return receipt requested), facsimile
transmission or overnight air courier guaranteeing next day delivery, to the
others’ address:


If to the Company:


 


National Semiconductor
Corporation


3689 Kifer Road


P.O. Box 58090


Mail Stop G3-135

Santa Clara, California  95052-8090

Facsimile No.:  (408) 733-0293

Attention:  General Counsel


 


With a copy to:


 


Latham & Watkins LLP

140 Scott Drive


Menlo Park, CA  94025

Facsimile No.:  (650) 463-2600

Attention: Barry A. Bryer, Esq. and Steven B. Stokdyk, Esq.


 


If to the Trustee:


 


Facsimile No.:  (   ) 

Attention:


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


All notices and communications (other than those sent
to Holders) will 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 receipt acknowledged, if transmitted by
facsimile; and the next Business Day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery.


Any notice or communication to a Holder will be mailed
by first class mail, certified or registered, return receipt requested, or by
overnight air courier guaranteeing next day delivery to its address shown on
the register kept by the Registrar.  Any
notice or communication will also be so mailed


 


35

















 


to any Person described
in TIA § 313(c), to the extent required by the TIA.  Failure to mail a notice or communication to
a Holder or any defect in it will not affect its sufficiency with respect to
other Holders.


If a notice or communication is mailed in the manner
provided above within the time prescribed, it is duly given, whether or not the
addressee receives it.


If the Company mails a notice or communication to
Holders, it will mail a copy to the Trustee and each Agent at the same time.


Section 11.03          Communication
by Holders of Notes with Other Holders of Notes.


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


Section 11.04          Certificate
and Opinion as to Conditions Precedent.


Upon any request or application by the Company to the
Trustee to take any action under this Indenture, the Company shall furnish to
the Trustee:


(1)                           an
Officer’s Certificate stating that, in the opinion of the signers, all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and


(2)                           an
Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied.


Section 11.05          Statements
Required in Certificate or Opinion.


Each certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture (other than a
certificate provided pursuant to TIA § 314(a)(4)) must comply with the
provisions of TIA § 314(e) and must include:


(1)                           a
statement that the Person making such certificate or opinion has read such
covenant or condition;


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


(3)                           a
statement that, in the opinion of such Person, 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
satisfied; and


(4)                           a
statement as to whether or not, in the opinion of such Person, such condition
or covenant has been satisfied.


Section 11.06         Rules by
Trustee and Agents.


The Trustee may make reasonable rules for action by or
at a meeting of Holders.  The Registrar
or Paying Agent may make reasonable rules and set reasonable requirements for
its functions.


 


36

















 


Section 11.07         Calculation
of Foreign Currency Amounts.


The calculation of the U.S. dollar equivalent amount
for any amount denominated in a foreign currency shall be the noon buying rate
in the City of New York as certified by the Federal Reserve Bank of New York on
the date on which such determination is required to be made or, if such day is
not a day on which such rate is published, the rate most recently published
prior to such day.


Section 11.08         No Personal
Liability of Directors, Officers, Employees and Stockholders.


No past, present or future director, officer,
employee, incorporator or stockholder of the Company, as such, will have any
liability for any obligations of the Company under the Notes, this Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation.  Each Holder of Notes by
accepting a Note waives and releases all such liability.  The waiver and release are part of the
consideration for issuance of the Notes. 
The waiver may not be effective to waive liabilities under the federal
securities laws.


Section 11.09         Governing Law.


THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN
AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


Section 11.10         No Adverse
Interpretation of Other Agreements.


This Indenture may not be used to interpret any other
indenture, loan or debt agreement of the Company or its Subsidiaries or of any
other Person.  Any such indenture, loan
or debt agreement may not be used to interpret this Indenture.


Section 11.11         Successors.


All agreements of the Company in this Indenture and
the Notes will bind its successors.  All
agreements of the Trustee in this Indenture will bind its successors.


Section 11.12         Severability.


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


Section 11.13         Counterpart
Originals.


The parties may sign any number of copies of this
Indenture.  Each signed copy will be an
original, but all of them together represent the same agreement.


Section 11.14         Table of
Contents, Headings, etc.


The Table of Contents, Cross-Reference Table and
Headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part of this
Indenture and will in no way modify or restrict any of the terms or provisions
hereof.


 


37

















 


Section 11.15         Waiver of Jury
Trial


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


 


[Signatures on following page]


 


38

















 


SIGNATURES


Dated as of ______, 200__


	
   

  	
  NATIONAL SEMICONDUCTOR CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name of Trustee]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


H-1