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Exhibit 4.4    
  




BEAZER HOMES USA, INC.  


 TO  


 U.S. BANK TRUST NATIONAL ASSOCIATION  


 Indenture Trustee  




 Indenture  


 Dated as of May 21, 2001  




 Debt Securities  







 BEAZER HOMES USA, INC.  


    Reconciliation and tie between Trust Indenture Act of 1939 and Indenture,

dated as of May 21, 2001. 



	Trust Indenture

Act Section
 
	 
	 	Indenture Section

	Section 310	(a)(1)	 	6.07
	 	(a)(2)	 	6.07
	 	(b)	 	6.07, 6.08
	Section 312	(c)	 	7.01
	Section 313	(a)	 	7.02
	 	(c)	 	7.02
	Section 314	(a)	 	7.03
	 	(a)(4)	 	10.09
	 	(c)(1)	 	1.02
	 	(c)(2)	 	1.02
	 	(e)	 	1.02
	Section 315	(b)	 	6.01
	Section 316	(a) (last sentence)	 	1.01 ("Outstanding")
	 	(a)(1)(A)	 	5.02, 5.12
	 	(a)(1)(B)	 	5.13
	 	(b)	 	5.08
	Section 317	(a)(1)	 	5.03
	 	(a)(2)	 	5.04
	Section 318	(a)	 	1.11
	 	(c)	 	1.11







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


    Attention
should also be directed to Section 318(c) of the Trust Indenture Act, which provides that the provisions of Sections 310 to and including 317 of the Trust Indenture
Act are a part of and govern every qualified indenture, whether or not physically contained therein. 






   TABLE OF CONTENTS  



	 
	 	 
	 	Page

	RECITALS OF THE COMPANY	 	1
	

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	

SECTION 1.01	
 	

Definitions	
 	

1
	SECTION 1.02	 	Compliance Certificates and Opinions	 	7
	SECTION 1.03	 	Form of Documents Delivered to Indenture Trustee	 	8
	SECTION 1.04	 	Acts of Holders	 	8
	SECTION 1.05	 	Notices, Etc., to Indenture Trustee and Company	 	9
	SECTION 1.06	 	Notice to Holders; Waivers	 	10
	SECTION 1.07	 	Counterparts; Effect of Headings and Table of Contents	 	11
	SECTION 1.08	 	Successors and Assigns	 	11
	SECTION 1.09	 	Severability Clause	 	11
	SECTION 1.10	 	Benefits of Indenture	 	11
	SECTION 1.11	 	Governing Law	 	11
	SECTION 1.12	 	Legal Holidays	 	11
	SECTION 1.13	 	Immunity of Shareholders, Trustees, Officers and Agents of the Company	 	11
	SECTION 1.14	 	Conflict With Trust Indenture Act	 	11
	

ARTICLE II

SECURITIES FORMS
	

SECTION 2.01	
 	

Forms of Securities	
 	

12
	SECTION 2.02	 	Form of Indenture Trustee's Certificate of Authentication	 	12
	SECTION 2.03	 	Securities Issuable in Global Form	 	12
	

ARTICLE III

THE SECURITIES
	

SECTION 3.01	
 	

Amount Unlimited; Issuable in Series	
 	

13
	SECTION 3.02	 	Denominations	 	16
	SECTION 3.03	 	Execution, Authentication, Delivery and Dating	 	16
	SECTION 3.04	 	Temporary Securities	 	18
	SECTION 3.05	 	Registration, Registration of Transfer and Exchange	 	20
	SECTION 3.06	 	Mutilated, Destroyed, Lost and Stolen Securities	 	22
	SECTION 3.07	 	Payment of Interest; Interest Rights Preserved	 	23
	SECTION 3.08	 	Persons Deemed Owners	 	25
	SECTION 3.09	 	Cancellation	 	26
	SECTION 3.10	 	Computation of Interest	 	26
	

ARTICLE IV

SATISFACTION AND DISCHARGE
	

SECTION 4.01	
 	

Satisfaction and Discharge of Indenture	
 	

26
	SECTION 4.02	 	Application of Trust Funds	 	27
	

ARTICLE V

REMEDIES
	

SECTION 5.01	
 	

Events of Default	
 	

27
	SECTION 5.02	 	Acceleration of Maturity; Rescission and Annulment	 	28
	SECTION 5.03	 	Collection of Indebtedness and Suits For Enforcement by Indenture Trustee	 	29



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	SECTION 5.04	 	Indenture Trustee May File Proofs of Claim	 	30
	SECTION 5.05	 	Indenture Trustee May Enforce Claims Without Possession of Securities or Coupons	 	30
	SECTION 5.06	 	Application of Money Collected	 	31
	SECTION 5.07	 	Limitation on Suits	 	31
	SECTION 5.08	 	Unconditional Right of Holders to Receive Principal, Premium, If Any, Interest and Additional Amounts	 	31
	SECTION 5.09	 	Restoration of Rights and Remedies	 	32
	SECTION 5.10	 	Rights and Remedies Cumulative	 	32
	SECTION 5.11	 	Delay or Omission Not Waiver	 	32
	SECTION 5.12	 	Control By Holders of Securities	 	32
	SECTION 5.13	 	Waiver of Past Defaults	 	32
	SECTION 5.14	 	Waiver of Usury, Stay or Extension Laws	 	33
	SECTION 5.15	 	Undertaking For Costs	 	33
	

ARTICLE VI

THE INDENTURE TRUSTEE
	

SECTION 6.01	
 	

Notice of Defaults	
 	

33
	SECTION 6.02	 	Certain Rights of Indenture Trustee	 	34
	SECTION 6.03	 	Not Responsible For Recitals or Issuance of Securities	 	35
	SECTION 6.04	 	May Hold Securities	 	35
	SECTION 6.05	 	Money Held In Trust	 	35
	SECTION 6.06	 	Compensation and Reimbursement	 	35
	SECTION 6.07	 	Corporate Indenture Trustee Required; Eligibility; Conflicting Interests	 	36
	SECTION 6.08	 	Resignation and Removal; Appointment of Successor	 	36
	SECTION 6.09	 	Acceptance of Appointment By Successor	 	37
	SECTION 6.10	 	Merger, Conversion, Consolidation or Succession to Business	 	38
	SECTION 6.11	 	Appointment of Authenticating Agent	 	38
	

ARTICLE VII

HOLDERS' LISTS AND REPORTS BY INDENTURE TRUSTEE AND COMPANY
	

SECTION 7.01	
 	

Disclosure of Names and Addresses of Holders	
 	

40
	SECTION 7.02	 	Reports By Indenture Trustee	 	40
	SECTION 7.03	 	Reports By Company	 	40
	SECTION 7.04	 	Company To Furnish Indenture Trustee Names and Addresses of Holders	 	40
	

ARTICLE VIII

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE
	

SECTION 8.01	
 	

Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject To Certain Conditions	
 	

41
	SECTION 8.02	 	Rights and Duties of Successor Corporation	 	41
	SECTION 8.03	 	Officers' Certificate and Opinion of Counsel	 	41
	

ARTICLE IX

SUPPLEMENTAL INDENTURES
	

SECTION 9.01	
 	

Supplemental Indentures Without Consent of Holders	
 	

42
	SECTION 9.02	 	Supplemental Indentures With Consent of Holders	 	43
	SECTION 9.03	 	Execution of Supplemental Indentures	 	44
	SECTION 9.04	 	Effect of Supplemental Indentures	 	44
	SECTION 9.05	 	Conformity With Trust Indenture Act	 	44
	SECTION 9.06	 	Reference in Securities to Supplemental Indentures	 	44



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ARTICLE X

COVENANTS
	

SECTION 10.01	
 	

Payment of Principal, Premium, If Any; Interest and Additional Amounts	
 	

44
	SECTION 10.02	 	Maintenance of Office or Agency	 	44
	SECTION 10.03	 	Money For Securities Payments to Be Held in Trust	 	46
	SECTION 10.04	 	Existence	 	47
	SECTION 10.05	 	Maintenance of Properties	 	47
	SECTION 10.06	 	Insurance	 	47
	SECTION 10.07	 	Payment of Taxes and Other Claims	 	47
	SECTION 10.08	 	Provision of Financial Information	 	47
	SECTION 10.09	 	Statement as to Compliance	 	48
	SECTION 10.10	 	Additional Amounts	 	48
	SECTION 10.11	 	Waiver of Certain Covenants	 	49
	

ARTICLE XI

REDEMPTION OF SECURITIES
	

SECTION 11.01	
 	

Applicability of Article	
 	

49
	SECTION 11.02	 	Election to Redeem; Notice to Indenture Trustee	 	49
	SECTION 11.03	 	Selection By Indenture Trustee of Securities to Be Redeemed	 	49
	SECTION 11.04	 	Notice of Redemption	 	49
	SECTION 11.05	 	Deposit of Redemption Price	 	50
	SECTION 11.06	 	Securities Payable on Redemption Date	 	51
	SECTION 11.07	 	Securities Redeemed in Part	 	51
	

ARTICLE XII

SINKING FUNDS
	SECTION 12.01	 	Applicability of Article	 	52
	SECTION 12.02	 	Satisfaction of Sinking Fund Payments With Securities	 	52
	SECTION 12.03	 	Redemption of Securities For Sinking Fund	 	52
	

ARTICLE XIII

REPAYMENT AT THE OPTION OF HOLDERS
	

SECTION 13.01	
 	

Applicability of Article	
 	

53
	SECTION 13.02	 	Repayment of Securities	 	53
	SECTION 13.03	 	Exercise of Option	 	53
	SECTION 13.04	 	When Securities Presented For Repayment Become Due and Payable	 	54
	SECTION 13.05	 	Securities Repaid in Part	 	54
	

ARTICLE XIV

DEFEASANCE AND COVENANT DEFEASANCE
	

SECTION 14.01	
 	

Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance	
 	

55
	SECTION 14.02	 	Defeasance and Discharge	 	55
	SECTION 14.03	 	Covenant Defeasance	 	55
	SECTION 14.04	 	Conditions to Defeasance or Covenant Defeasance	 	56
	SECTION 14.05	 	Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	 	57



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ARTICLE XV

MEETINGS OF HOLDERS OF SECURITIES
	

SECTION 15.01	
 	

Purposes For Which Meetings May Be Called	
 	

58
	SECTION 15.02	 	Call, Notice and Place of Meetings	 	58
	SECTION 15.03	 	Persons Entitled to Vote at Meetings	 	58
	SECTION 15.04	 	Quorum; Action	 	58
	SECTION 15.05	 	Determination of Voting Rights; Conduct and Adjournment of Meetings	 	59
	SECTION 15.06	 	Counting Votes and Recording Action of Meetings	 	60
	

SIGNATURES	
 	

S-1
	

EXHIBIT A	
 	

 
	

FORM OF REDEEMABLE OR NON-REDEEMABLE SECURITY	
 	

A-1
	

EXHIBIT B	
 	

 
	

FORMS OF CERTIFICATION	
 	

B-1




iv







    INDENTURE,
dated as of May 21, 2001, between BEAZER HOMES USA, INC., a corporation organized under the laws of the State of Delaware (hereinafter called the "Company"),
having its principal office at 5775 Peachtree Dunwoody Road, Suite B-200, Atlanta, GA 30342, and U.S. BANK NATIONAL TRUST ASSOCIATION, a national banking association with trust powers as
Indenture Trustee hereunder (hereinafter called the "Indenture Trustee"), having its Corporate Trust Office at St. Paul, Minnesota. 


RECITALS OF THE COMPANY  


    The Company deems it necessary to issue from time to time for its lawful purposes debt securities (hereinafter called the "Securities") evidencing its
indebtedness, and has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of the Securities, to be issued in one or more Series as provided in
this Indenture. 


    This
Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are deemed to be incorporated into this Indenture and shall, to the extent applicable,
be governed by such provisions. 


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


    NOW,
THEREFORE, THIS INDENTURE WITNESSETH: 


    For
and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of
all Holders of the Securities, as follows: 


ARTICLE I  


 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION  


    SECTION 1.01 Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless
the context otherwise requires: 



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


    (2)  all
other terms used herein which are defined in the TIA (as defined), either directly or by reference therein, have the meanings assigned to them therein, and the
terms "cash transaction" and "self-liquidating paper," as used in TIA Section 311, shall have the meanings assigned to them in the rules of the Commission adopted under the TIA; 


    (3)  all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP; and 


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




    "Act," when used with respect to any Holder, has the meaning specified in Section 1.04. 



    "Additional Amounts" means any additional amounts which are required by a Security or by or pursuant to a Board Resolution, under
circumstances specified therein, to be paid by the Company in respect of certain taxes imposed on certain Holders and which are owing to such Holders. 


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





 


    "Authenticating Agent" means any Person authorized by the Indenture Trustee pursuant to Section 6.11 hereof to act on behalf of
the Indenture Trustee to authenticate Securities. 


    "Authorized Newspaper" means a newspaper, printed in the English language or in an official language of the country of publication,
customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in each place in connection with which the term is used or in the
financial community of each such place. Whenever successive publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different
Authorized Newspapers in the same city meeting the foregoing requirements and in each case on any Business Day. 


    "Bankruptcy Law" has the meaning specified in Section 5.01. 


    "Bearer Security" means any Security established pursuant to Section 2.01 which is payable to bearer. 


    "Board of Directors" means the board of directors of the Company or any committee of that board duly authorized to act hereunder. 


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



    "Business Day," when used with respect to any Place of Payment or any other particular location referred to in this Indenture or in the
Securities, means, unless otherwise specified with respect to any Securities pursuant to Section 3.01, any day, other than a Saturday or Sunday, that is not a day on which banking institutions
in that Place of Payment or particular location are authorized or required by law, regulation or executive order to close. 


    "CEDEL" means Centrale de Livraison de Valeurs Mobilieres, S.A., or its successor. 



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


    "Common Shares" means, with respect to any Person, all shares of capital stock or beneficial interest, as applicable, issued by such
Person other than Preferred Stock or Preferred Shares, as applicable, or Excess Stock or Excess Shares, as applicable. 



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


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


    "Conversion Event" means the cessation of use of (i) a Foreign Currency both by the government of the country which issued such
currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community, (ii) the ECU both within the European Monetary
System and for the settlement of transactions by public institutions of or within the European Communities or (iii) any currency unit (or composite currency) other than the ECU for the purposes
for which it was established. 


2





 


    "Corporate Trust Office" means the office of the Indenture Trustee at which, by any particular time, its corporate trust business shall
be principally administered, which office at the date hereof is located at 180 East Fifth Street, St. Paul, MN 55105. 


    "Corporation" includes corporations, associations, companies, business trusts and real estate investment trusts. 


    "Coupon" means any interest coupon appertaining to a Bearer Security. 


    "Custodian" has the meaning specified in Section 5.01. 


    "Defaulted Interest" has the meaning specified in Section 3.07. 


    "Dollar" or "$" means a dollar or other equivalent unit in such coin or currency of the
United States of America as at the time shall be legal tender for the payment of public and private debts. 


    "ECU" means the European Currency Unit as defined and revised from time to time by the Council of the European Communities. 


    "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels office, or its successor as operator of the Euroclear System. 



    "European Communities" means the European Economic Community, the European Coal and Steel Community and the European Atomic Energy
Community. 


    "European Monetary System" means the European Monetary System established by the Resolution of December 5, 1978 of the Council
of the European Communities. 


    "Event of Default" has the meaning specified in Section 5.01. 


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


    "GAAP" means generally accepted accounting principles, as in effect from time to time, as used in the United States applied on a
consistent basis. 


    "Global Security" means a Security evidencing all or a part of a series of Securities issued to and registered in the name of the
depositary for such series, or its nominee, in accordance with Section 3.05, and bearing the legend prescribed in Section 2.03. 



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


3





 


    "Holder" means, in the case of a Registered Security, the Person in whose name a Security is registered in the Security Register and,
in the case of a Bearer Security, the bearer thereof and, when used with respect to any coupon, shall mean the bearer thereof. 


    "Indenture" means this instrument as originally executed or as it may be supplemented or amended from time to time by one or more
indentures supplemental hereto entered into pursuant to the applicable provisions hereof, and shall include the terms of particular series of Securities established as contemplated by
Section 3.01; provided, however, that, if at any time more than one Person is acting as Indenture Trustee under this instrument, "Indenture"
shall mean, with respect to any one or more series of Securities for which such Person is Indenture Trustee, this instrument as originally executed or as it may be supplemented or amended from time to
time by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of the or those particular series of Securities for which such
Person is Indenture Trustee established as contemplated by Section 3.01, exclusive, however, of any provisions or terms which relate solely to other series of Securities for which such Person
is Indenture Trustee, regardless of when such terms or provisions were adopted, and exclusive of any provision or terms adopted by means of one or more indentures supplemental hereto executed and
delivered after such Person had become such Indenture Trustee but to which such Person, as such Indenture Trustee, was not a party. 


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


    "Interest," when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, shall
mean interest payable after Maturity, and, when used with respect to a Security which provides for the payment of Additional Amounts pursuant to Section 10.10, includes such Additional Amounts. 


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


    "Maturity," when used with respect to any Security, means the date on which the principal of such Security or an installment of
principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption, notice of option to elect repayment or
otherwise. 


    "Officers' Certificate" means a certificate signed by the Chairman of the Board of Directors, the President or a Vice President and by
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and delivered to the Indenture Trustee. 


    "Opinion of Counsel" means a written opinion of counsel, who may be counsel for the Company or who may be an employee of or other
counsel for the Company and who shall be reasonably satisfactory to the Indenture Trustee. 



    "Original Issue Discount Security" means any Security which provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02. 


    "Outstanding," when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated
and delivered under this Indenture, EXCEPT: 



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


    (ii)  Securities,
or portions thereof, for whose payment or redemption (including repayment at the option of the Holder) money in the necessary amount has been
theretofore deposited with the 



4





 


Indenture Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such
Securities and any coupons appertaining thereto; provided, however, that, if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Indenture Trustee has been made; 


    (iii)  Securities,
except to the extent provided in Sections 14.02 and 14.03, with respect to which the Company has effected defeasance and/or covenant defeasance as
provided in Article XIV; 


    (iv)  Securities
which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Indenture Trustee proof satisfactory to it that such Securities are held by a bona
fide purchaser in whose hands such Securities are valid obligations of the Company; and 


    (v)  Securities
converted into Common Shares or Preferred Shares pursuant to or in accordance with this Indenture if the terms of such Securities provide for
convertibility pursuant to Section 3.01; 




provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders for quorum purposes, and for the purpose of making the calculations required by TIA
Section 3.03, (i) the principal amount of an Original Issue Discount Security that may be counted in making such determination or calculation and that shall be deemed to be Outstanding
for such purpose shall be equal to the amount of principal thereof that would be (or shall have been declared to be) due and payable, at the time of such determination, upon a declaration of
acceleration of the maturity thereof pursuant to Section 5.02, (ii) the principal amount of any Security denominated in a Foreign Currency that may be counted in making such
determination or calculation and that shall be deemed Outstanding for such purpose shall be equal to the Dollar equivalent, determined pursuant to Section 3.01 as of the date such Security is
originally issued by the Company, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent as of such date of original issuance of the amount determined
as provided in clause (i) above) of such Security, (iii) the principal amount of any Indexed Security that may be counted in making such determination or calculation and that shall be
deemed outstanding for such purpose shall be equal to the principal face amount of such Indexed Security at original issuance, unless otherwise provided with respect to such Security pursuant to
Section 3.01, and (iv) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed
not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which the Indenture Trustee knows to be owned shall be so disregarded. Securities owned as provided in clause (iv) above which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the reasonable satisfaction of the Indenture Trustee the pledgee's right so to act with respect to such Securities and that the
pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor. In case of a dispute as to such right, the advice of counsel shall be full
protection in respect of any decision made by the Indenture Trustee in accordance with such advice. 



    "Paying Agent" means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Securities
or coupons on behalf of the Company. 


5





 


    "Person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity. 



    "Place of Payment," when used with respect to the Securities of or within any series, means the place or places where the principal of
(and premium, if any) and interest on such Securities are payable as specified as contemplated by Sections 3.01 and 10.02. 


    "Predecessor Security" of any particular Security means every previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Security or a Security to which a mutilated, destroyed, lost or stolen coupon appertains shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
Security or the Security to which the mutilated, destroyed, lost or stolen coupon appertains. 


    "Preferred Shares" means, with respect to any Person, all shares of beneficial interest or capital stock, as applicable, issued by such
Person that is entitled to a preference or priority over any other shares of beneficial interest or capital stock, as applicable, issued by such Person with respect to any distribution of such
Person's assets, whether by dividend or upon any voluntary or involuntary liquidation, dissolution or winding up. 



    "Redemption Date," when used with respect to any Security to be redeemed, in whole or in part, means the date fixed for such redemption
by or pursuant to this Indenture. 


    "Redemption Price," when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to
this Indenture. 


    "Registered Security" shall mean any Security which is registered in the Security Register. 


    "Regular Record Date" for the interest payable on any Interest Payment Date on the registered Securities of or within any series means
the date specified for that purpose as contemplated by Section 3.01, whether or not a Business Day. 


    "Repayment Date" means, when used with respect to any Security to be repaid at the option of the Holder, the date fixed for such
repayment by or pursuant to this Indenture. 


    "Repayment Price" means, when used with respect to any Security to be repaid at the option of the Holder, the price at which it is to
be repaid by or pursuant to this Indenture. 


    "Responsible Officer," when used with respect to the Indenture Trustee, means the chairman or vice-chairman of the board of
directors, the chairman or vice-chairman of the executive committee of the board of directors, the president, any vice president (whether or not designated by a number or a word or words
added before or after the title "vice president"), assistant cashier, any trust officer or assistant trust officer, the controller or any other officer of the Indenture 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 such officer's knowledge and familiarity with the particular subject. 


    "Security" has the meaning stated in the first recital of this Indenture and, more particularly, means any Security or Securities
authenticated and delivered under this Indenture; provided, however, that, if at any time there is more than one Person acting as Indenture Trustee
under this Indenture, "Securities" with respect to the Indenture as to which such Person is Indenture Trustee shall have the meaning stated in the first recital of this Indenture and shall more
particularly mean Securities authenticated and delivered under this Indenture, exclusive, however, of Securities of any series as to which such Person is not Indenture Trustee. 



    "Security Register" and "Security Registrar" have the respective meanings specified in
Section 3.05. 


6





 


    "Significant Subsidiary" means any Subsidiary which is a "significant subsidiary" (as defined in Article I,
Rule 1-02 of Regulation S-X, promulgated under the Securities Act of 1933) of the Company. 



    "Special Record Date" for the payment of any Defaulted Interest on the Registered Securities of or within any Series means a date fixed
by the Company pursuant to Section 3.07. 


    "Stated Maturity" when used with respect to any Security or any installment of principal thereof or interest thereon, means the date
specified in such Security or a coupon representing such installment of interest as the fixed date on which the principal of such Security or such installment of principal or interest is due and
payable. 


    "Subsidiary" means a corporation a majority of the outstanding voting equity securities of which is owned, directly or indirectly, by
the Company or by one or more other Subsidiaries of the Company. For the purposes of this definition, "equity securities" means stock or shares having voting power for the election of directors or
trustees, as applicable, whether at all times or only so long as no senior class of stock or shares has such voting power by reason of any contingency. 


    "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as amended and as
in force at the date as of which this Indenture was executed, except as provided in Section 9.05. 


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


    "United States" means, unless otherwise specified with respect to any Securities pursuant to Section 3.01, the United States of
America (including the states and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction. 



    "United States Person" means, unless otherwise specified with respect to any Securities pursuant to Section 3.01, an individual
who is a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States or an estate or trust the income of which
is subject to United States Federal income taxation regardless of its source. 


    "Yield to Maturity" means the yield to maturity, computed at the time of issuance of a Security (or, if applicable, at the most recent
redetermination of interest on such Security) and as set forth in such Security in accordance with generally accepted United States bond yield computation principles. 



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



    Every
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (including certificates delivered pursuant to Section 10.09)
shall include: 



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


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



7





 


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


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




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


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



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


    SECTION
1.04 Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders of the Outstanding Securities of all series or one or more series, as the case may be, may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing. If Securities of a series are issuable as Bearer Securities, any request, demand,
authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of Securities of such series may, alternatively, be embodied in and
evidenced by the record of Holders of Securities of such series voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of Securities of such
series duly called and held in accordance with the provisions of Article XV, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments or record or both are delivered to the Indenture Trustee and, where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments or so voting
at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this
Indenture and conclusive in favor of the Indenture Trustee and the Company and any agent of the Indenture Trustee or the Company, if made in the manner provided in this Section 1.04. The record
of any meeting of Holders of Securities shall be proved in the manner provided in Section 15.06. 


    (b)  The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take acknowledgements of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution
thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute 


8





 


sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable
manner which the Indenture Trustee deems sufficient. 



    (c)  The
ownership of Registered Securities shall be proved by the Security Register. As to any matter relating to beneficial ownership interests in any Global
Security, the appropriate depository's records shall be dispositive for purposes of this Indenture. 


    (d)  The
ownership of Bearer Securities may be proved by the production of such Bearer Securities or by a certificate executed, as depository, by any trust company,
bank, banker or other depository, wherever situated, if such certificate shall be deemed by the Indenture Trustee to be satisfactory, showing that at the date therein mentioned such Person had on
deposit with such depository, or exhibited to it, the Bearer Securities therein described; or such facts may be proved by the certificate or affidavit of the Person holding such Bearer Securities, if
such certificate or affidavit is deemed by the Indenture Trustee to be satisfactory. The Indenture Trustee and the Company may assume that such ownership of any Bearer Security continues until
(1) another certificate or affidavit bearing a later date issued in respect of the same Bearer Security is produced, or (2) such Bearer Security is produced to the Indenture Trustee by
some other Person, or (3) such Bearer Security is surrendered in exchange for a Registered Security, or (4) such Bearer Security is no longer Outstanding. The ownership of Bearer
Securities may also be proved in any other manner which the Indenture Trustee deems sufficient. 


    (e)  If
the Company shall solicit from the Holders of Registered Securities any request, demand, authorization, direction, notice, consent or waiver or other Act, the
Company may, at its option, in or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so. Notwithstanding TIA Section 316(c), such record date shall be the record date specified in or pursuant to such
Board Resolution, which shall be a date not earlier than the date 15 days prior to the first solicitation of Holders generally in connection therewith and not later than the date such
solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent or waiver or other Act may be given before or after such record date, but
only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of outstanding
Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be
computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. 


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


    SECTION
1.05 Notices, Etc., to Indenture Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, 



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



9





 


    (2)  the Company by the Indenture Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing
and mailed, first class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this Indenture or at any other address previously
furnished in writing to the Indenture Trustee by the Company, Attention: President (with a copy to the Company's counsel), or 


    (3)  either
the Indenture Trustee or the Company, by the other party, shall be sufficient for every purpose hereunder if given by facsimile transmission, receipt
confirmed by telephone followed by an original copy delivered by guaranteed overnight courier; if to the Indenture Trustee at (651) 244-0711; and if to the Company at facsimile
number (404) 250-3428. 




    SECTION
1.06 Notice to Holders; Waivers. When this Indenture provides for notice of any event to Holders of Registered Securities by
the Company or the Indenture Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder
affected by such event, at his address as it appears in the Security Register, not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such
notice. In any case where notice to Holders of Registered Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice
mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. 


    If
by reason of the suspension of or irregularities in regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such
notification to Holders of Registered Securities as shall be made with the approval of the Indenture Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder. 



    Except
as otherwise expressly provided herein or otherwise specified with respect to any Securities pursuant to Section 3.01, where this Indenture provides for notice to
Holders of Bearer Securities of any event, such notice shall be sufficiently given if published in an Authorized Newspaper in The City of New York and in such other city or cities as may be specified
in such Securities on a Business Day, such publication to be not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. Any such
notice shall be deemed to have been given on the date of such publication or, if published more than once, on the date of the first such publication. 


    If
by reason of the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause it shall be impracticable to publish any notice to
Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Indenture Trustee shall constitute sufficient notice
to such Holders for every purpose hereunder. Neither the failure to give notice by publication to any particular Holder of Bearer Securities as provided above, nor any defect in any notice so
published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. 


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


    Where
this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Indenture Trustee, but 


10





 


such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 



    SECTION
1.07 Counterparts; Effect of Headings and Table of Contents. This Indenture may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Indenture. The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction thereof. 


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


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


    SECTION
1.10 Benefits of Indenture. Nothing in this Indenture or in the Securities or coupons, express or implied, shall give to any
Person, other than the parties hereto, any Security Registrar, any Paying Agent, any Authenticating Agent and their successors hereunder and the Holders any benefit or any legal or equitable right,
remedy or claim under this Indenture. 


    SECTION
1.11 Governing Law. This Indenture and the Securities and coupons shall be governed by and construed in accordance with the
internal law of the State of New York without regard to the principles of the conflict of laws thereof. This Indenture is subject to the provisions of the TIA that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions. 


    SECTION
1.12 Legal Holidays. In any case where any Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date,
Stated Maturity or Maturity of any Security or the last date on which a Holder has the right to convert or exchange a Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or any Security or coupon other than a provision in the Securities of any series which specifically states that such provision shall apply in
lieu hereof), payment of interest or any Additional Amounts or principal (and premium, if any) or conversion or exchange of such security need not be made at such Place of Payment on such date, but
(except as otherwise provided in the supplemental indenture with respect to such Security) may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if
made on the Interest Payment Date, Redemption Date, Repayment Date or sinking fund payment date, or at the Stated Maturity or Maturity, or on such last day for conversion or exchange, provided that no
interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity, as the
case may be. 


    SECTION
1.13 Immunity of Shareholders, Trustees, Officers and Agents of the Company. No recourse under or upon any obligation, covenant
or agreement contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any past, present or future shareholder, employee, officer or
trustee, as such, of the Company or of any successor, either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities by the Holders and as part of the
consideration for the issue of the Securities. 


    SECTION
1.14 Conflict With Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof
which is required or deemed to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control. If any provision of this Indenture modifies or
excludes any provision of the Trust Indenture Act that may be so 


11





 


modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. 


ARTICLE II  


 SECURITIES FORMS  


    SECTION 2.01 Forms of Securities. The Registered Securities, if any, of each series and the Bearer Securities,
if any, of each series and related coupons shall be substantially in the form of Exhibit A hereto or in such other form as shall be established in one or more indentures supplemental hereto or
approved from time to time by or pursuant to a Board Resolution in accordance with Section 3.01, shall have such appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed
thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the Securities may be listed, or to conform to usage. 


    Unless
otherwise specified as contemplated by Section 3.01, Bearer Securities shall have interest coupons attached. 


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


    SECTION
2.02 Form of Indenture Trustee's Certificate of Authentication. Subject to Section 6.11, the Indenture Trustee's
certificate of authentication shall be in substantially the following form: 



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



	 	 	U.S. BANK TRUST NATIONAL ASSOCIATION

as Indenture Trustee
	

 	
 	

By	
 	

 
	 	 	 	 	
 Authorized Signatory







    SECTION
2.03 Securities Issuable in Global Form. If Securities of or within a series are issuable in the form of one or more Global
Securities, then, notwithstanding clause (8) of Section 3.01 and the provisions of Section 3.02, any such Global Security or Securities may provide that it or they shall represent
the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the
aggregate amount of Outstanding Series of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of any Global Security to reflect the
amount, or any increase or decrease in the amount, or changes in the rights of Holders thereof, of Outstanding Securities represented thereby shall be made by the Indenture Trustee in such manner or
by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Indenture Trustee pursuant to Section 3.03 or 3.04. Subject to the provisions of
Section 3.03 and, if applicable, Section 3.04, the Indenture Trustee shall deliver and redeliver any Global Security in 


12





 


permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 3.03 or
3.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in writing but need not comply with
Section 1.02 and need not be accompanied by an Opinion of Counsel. 


    The
provisions of the last sentence of Section 3.03 shall apply to any Security represented by a Global Security if such Security was never issued and sold by the Company and
the Company delivers to the Indenture Trustee the Global Security together with written instructions (which need not comply with Section 1.02 and need not be accompanied by an Opinion of
Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 3.03. 


    Notwithstanding
the provisions of Section 3.07, unless otherwise specified as contemplated by Section 3.01, payment of principal of and premium, if any, and interest on
any Global Security in permanent global form shall be made to the registered Holder thereof. 


    Notwithstanding
the provisions of Section 3.08 and except as provided in the next preceding paragraph, the Company, the Indenture Trustee and any agent of the Company and the
Indenture Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent Global Security (i) in the case of a permanent Global Security in
registered form, the Holder of such permanent Global Security in registered form, or (ii) in the case of a permanent Global Security in bearer form, Euroclear or CEDEL. 


    Any
Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: 



"This
Security is a Global Security within the meaning set forth in the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository. This Security is
exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and may not be transferred except
as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or its nominee to a successor
Depository or its nominee." 



ARTICLE III  


 THE SECURITIES  


    SECTION 3.01 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. 


    The
Securities may be issued in one or more series. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions and,
subject to Section 3.03, set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series: 



    (1)  the
title of the Securities of the series (which shall distinguish the Securities of such series from all other series of Securities); 


    (2)  any
limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture (except for Series
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05); 



13





 


    (3)  the date or dates, or the method by which such date or dates will be determined, on which the principal of the Securities of the series shall be payable; 


    (4)  the
rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or
dates from which such interest shall accrue or the method by which such date or dates shall be determined, the Interest Payment Dates on which such interest will be payable and the Regular Record
Date, if any, for the interest payable on any Registered Security on any Interest Payment Date, or the method by which such date shall be determined, and the basis upon which interest shall be
calculated if other than that of a 360-day year of twelve 30-day months; 


    (5)  the
place or places where the principal of (and premium, if any), interest, if any, on, and Additional Amounts, if any, payable in respect of Securities of the
series shall be payable, any Registered Securities of the series may be surrendered for registration of transfer, exchange or conversion and notices or demands to or upon the Company in respect of the
Securities of the series and this Indenture may be served; 


    (6)  the
period or periods within which, the price or prices at which, the currency or currencies, currency unit or units or composite currency or currencies in which,
and other terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have the option; 


    (7)  the
obligation, if any, of the Company to redeem, repay or purchase Securities of the series pursuant to any sinking fund or analogous provision or at the option
of a Holder thereof, and the period or periods within which or the date or dates on which, the price or prices at which, the currency or currencies, currency unit or units or composite currency or
currencies in which, and other terms and conditions upon which Securities of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation; 


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


    (9)  if
other than the Indenture Trustee, the identity of each Security Registrar and/or Paying Agent; 


    (10)  if
other than the principal amount thereof, the portion of the principal amount of Securities of the series that shall be payable upon declaration of acceleration
of the Maturity thereof pursuant to Section 5.02 or, if applicable, the portion of the principal amount of Securities of the series that is convertible in accordance with the provisions of this
Indenture, or the method by which such portion shall be determined; 


    (11)  if
other than Dollars, the Foreign Currency or Currencies in which payment of the principal of (and premium, if any) and interest or Additional Amounts, if any,
on the Securities of the series shall be payable or in which the Securities of the series shall be denominated and the manner of determining the equivalent thereof in Dollars for purposes of the
definition of "Outstanding" in Section 1.01; 


    (12)  whether
the amounts of payments of principal of (and premium, if any) or interest, if any, on the Securities of the series may be determined with reference to an
index, formula or other method (which index, formula or method may be based, without limitation, on one or more currencies, currency units, composite currencies, commodities, equity indices or other
indices), and the manner in which such amounts shall be determined; 


    (13)  whether
the principal of (and premium, if any) or interest or Additional Amounts, if any, on the Securities of the series are to be payable, at the election of
the Company or a Holder thereof, in a currency or currencies, currency unit or units, or composite currency or currencies 



14





 


other than that in which such Securities are denominated or stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made, and time and
manner of, and identity of the exchange rate agent with responsibility for, determining the exchange rate between the currency or currencies, currency unit or units or composite currency or currencies
in which such Securities are denominated or stated to be payable and the currency or currencies, currency unit or units or composite currency or currencies in which such Securities are to be so
payable; 


    (14)  provisions,
if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified; 



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


    (16)  whether
Securities of the series are to be issuable as Registered Securities, Bearer Securities (with or without coupons) or both, any restrictions applicable to
the offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities of the series may be exchanged for Registered Securities of the series and vice versa (if permitted by
applicable laws and regulations), whether any Securities of the series are to be issuable initially in temporary global form and whether any Securities of the series are to be issuable in permanent
global form with or without coupons and, if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for Securities of such series and of like tenor
of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in
Section 3.05, and, if Registered Securities of the series are to be issuable as a Global Security, the identity of the depository for such series; 


    (17)  the
date as of which any Bearer Securities of the series and any temporary Global Security representing Outstanding Securities of the series shall be dated if
other than the date of original issuance of the first Security of the series to be issued; 


    (18)  the
Person to whom any interest on any Registered Security of the series shall be payable, if other than the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, the manner in which, or the Person to whom, any interest on any Bearer Security of the
series shall be payable, if otherwise than upon presentation and surrender of the coupons appertaining thereto as they severally mature, and the extent to which, or the manner in which, any interest
payable on a temporary Global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 3.04; 



    (19)  the
applicability, if any, of Sections 14.02 and/or 14.03 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any
of the provisions of Article XIV; 


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


    (21)  if
the Securities of the series are to be issued upon the exercise of warrants, the time, manner and place for such Securities to be authenticated and delivered; 



    (22)  whether
and under what circumstances the Company will pay Additional Amount as contemplated by Section 10.10 on the Securities of the series to any Holder
who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Company will have the
option to 



15





 


redeem such Securities rather than pay such Additional Amounts (and the terms of any such option); 



    (23)  the
obligation, if any, of the Company to permit the conversion of the Securities of such series into the Company's Common Shares or Preferred Shares, as the case
may be, and the terms and conditions
upon which such conversion shall be effected (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any
requirements relative to the reservation of such shares for purposes of conversion); and 


    (24)  any
other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture). 




    All
Securities of any one series and the coupons appertaining to any Bearer Securities of such series shall be substantially identical except, in the case of Registered Securities, as
to denomination and except as may otherwise be provided in or pursuant to such Board Resolution (subject to Section 3.03) and set forth in such Officers' Certificate or in any such indenture
supplemental hereto. All Securities of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the Holders, for issuance of
additional Securities of such series. 


    If
any of the terms of the Securities of any series are established by action taken pursuant to one or more Board Resolutions, a copy of an appropriate record of such action(s) shall
be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Indenture Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the
Securities of such series. 


    SECTION
3.02 Denominations. The Securities of each series shall be issuable in such denominations as shall be specified as contemplated
by Section 3.01. With respect to Securities of any series denominated in Dollars, in the absence of any such provisions with respect to the Securities of any series, the Securities of such
series, other than Global Securities (which may be of any denomination), shall be issuable in denominations of $1,000 and any integral multiple thereof. 


    SECTION
3.03 Execution, Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on
behalf of the Company by its Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, and attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or
otherwise reproduced on the Securities. 


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



    At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto,
executed by the Company to the Indenture Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Indenture Trustee in accordance with the Company Order shall authenticate and deliver such Securities; provided,
however, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and  provided, further that, unless otherwise specified with respect to any series of Securities pursuant to Section 3.01, a Bearer
Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may
be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to 


16





 


Section 3.01, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes
exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for
purposes of this Section and Section 3.04, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global
Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 3.06, the
Indenture Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. 


    If
all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order
may set forth procedures acceptable to the Indenture Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula,
maturity date, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such
Securities, the Indenture Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through 315(d)) shall be fully protected in relying upon, 



    (i)  an
Opinion of Counsel stating that 



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


    (b)  the
terms of such Securities and any coupons have been established in conformity with the provisions of this Indenture; and 


    (c)  such
Securities, together with any coupons appertaining thereto, when completed by appropriate insertions and executed and delivered by the Company to the
Indenture Trustee for authentication in
accordance with this Indenture, authenticated and delivered by the Indenture Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified
in such Opinion of Counsel, will constitute legal, valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency,
fraudulent transfer, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights generally and to general equitable principles; and 




    (ii)  an
Officers' Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of the Securities have been complied with
and that, to the best of the knowledge of the signers of such certificate, that no Event of Default with respect to any of the Securities shall have occurred and be continuing. 




If
such form or terms have been so established, the Indenture Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the
Indenture Trustee's own rights, duties, obligations or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Indenture Trustee. 


    Notwithstanding
the provisions of Section 3.01 and of the preceding paragraph, if all the Securities of any series are not to be issued at one time it shall not be necessary to
deliver an Officers' Certificate otherwise required pursuant to Section 3.01 or a Company Order, or an Opinion of Counsel or an Officers' Certificate otherwise required pursuant to the next
preceding paragraph at the time of issuance of each Security of such series, but such order, opinion and certificates, with appropriate modifications to cover such future issuances, shall be delivered
at or before the time of issuance of the first Security of such series. 


17







 
    Each Registered Security shall be dated the date of its authentication and each Bearer Security shall be dated as of the date specified as contemplated by Section 3.01. 


    No
Security or coupon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security or Security to which such
coupon appertains a certificate of authentication substantially in the form provided for herein duly executed by the Indenture Trustee by manual signature of an authorized signatory, and such
certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefit of this
Indenture. Notwithstanding the foregoing, if any Security (including a Global Security) shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Security to the Indenture Trustee for cancellation as provided in Section 3.09 together with a written statement (which need not comply with Section 1.02 and need not
be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. 


    SECTION
3.04 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon
Company Order the Indenture Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupon or without coupon,
and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Series may determine, as conclusively evidenced by their execution of such
Securities. In the case of Securities of any series, such temporary Securities may be in global form. 


    Except
in the case of temporary Global Securities (which shall be exchanged as otherwise provided herein or as otherwise provided in or pursuan to a Board Resolution), if temporary
Securities or any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such
series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the
Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series (accompanied by any
non-matured coupons appertaining thereto), the Company shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive
Securities of the same series of authorized denominations; provided however, that no definitive Bearer Security shall be delivered in exchange for a
temporary Registered Security, and provided, further that a definitive Bearer Security shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth in Section 3.03. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series. 


    Unless
otherwise provided in or pursuant to a Board Resolution, the following provisions of this Section 3.04 shall govern the exchange of temporary Securities other than
through the facilities of The Depository Trust Company. If any such temporary Security is issued in global form, then such temporary Global Security shall, unless otherwise provided therein, be
delivered to the London office of a depository or common depository (the "Common Depository"), for the benefit of Euroclear and CEDEL, for credit to the respective accounts of the beneficial owners of
such Securities (or to such other accounts as they may direct). 


    Without
unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary Global Security (the "Exchange Date"), the
Company shall deliver to the Indenture Trustee definitive Securities, in aggregate principal amount equal to the 


18





 


principal amount of such temporary Global Security, executed by the Company. On or after the Exchange Date, such temporary Global Security shall be surrendered by the Common Depository to the
Indenture Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Indenture Trustee shall
authenticate and deliver in exchange for each portion of such temporary Global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and
of like tenor as the portion of such temporary Global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary Global Security shall be in bearer form,
registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 3.01, and, if any combination thereof is
so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary Global Security, upon
such presentation by the Common Depository, such temporary Global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of
such temporary Global Security held for its account then to be exchanged and a certificate dated the Exchange Date or a subsequent date and signed by CEDEL as to the portion of such temporary Global
Security held for its account then to be exchanged, each in the form set forth in Exhibit B-2 to this Indenture or in such other form as may be established pursuant to
Section 3.01; and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary
Global Security only in compliance with the requirements of Section 3.03. 


    Unless
otherwise specified in such temporary Global Security, the interest of a beneficial owner of Securities of a series in a temporary Global Security shall be exchanged for
definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or CEDEL, as the case may be, to request such exchange on his behalf
and delivers to Euroclear or CEDEL, as the case may be, a certificate in the form set forth in Exhibit B-1 to this Indenture (or in such other form as may be established pursuant to
Section 3.01), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and CEDEL, the Indenture Trustee,
any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary Global Security, any such exchange shall be made free of charge to
the beneficial owners of such Temporary Global Security, except that a
Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities in person at the offices of
Euroclear or CEDEL. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary Global Security shall be delivered only outside the United States. 


    Until
exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive
Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 3.01, interest payable on a temporary
Global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and CEDEL on such Interest Payment Date upon
delivery by Euroclear and CEDEL to the Indenture Trustee of a certificate or certificates in the form set forth in Exhibit B-2 to this Indenture (or in such other forms as may be
established pursuant to Section 3.01), for credit without further interest on or after such Interest Payment Date to the respective accounts of Persons who are the beneficial owners of such
temporary Global Security on such Interest Payment Date and who have each delivered to Euroclear or CEDEL, as the case may be, a certificate dated no earlier than 15 days prior to the Interest
Payment Date occurring prior to such Exchange Date in the form set forth as Exhibit B-1 to this Indenture (or in such other forms as may be established pursuant to
Section 3.01). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two
paragraphs of this Section 3.04 and of the third paragraph of Section 3.03 of this Indenture and the interests of the 


19





 


Persons who are the beneficial owners of the temporary Global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like
tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this
paragraph, no payments of principal or interest owing with respect to a beneficial interest in a temporary Global Security will be made unless and until such interest in such temporary Global Security
shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and CEDEL and not paid as herein provided shall be returned to the Indenture Trustee prior to
the expiration of two years after such Interest Payment Date in order to be repaid to the Company. 


    SECTION
3.05 Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of
the Indenture Trustee or in any office or agency of the Company in a Place of Payment a register for each series of Securities (the registers maintained in such office or in any such office or agency
of the Company in a Place of Payment being herein sometimes referred to collectively as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Registered Securities and of transfers of Registered Securities. The Security Register shall be in written form or any other form capable of being converted into
written form within a reasonable time. The Indenture Trustee, at its Corporate Trust Office, is hereby initially appointed "Security Registrar" for the purpose of registering Registered Securities and
transfers of Registered Securities on such Security Register as herein provided. In the event that the Indenture Trustee shall cease to be Security Registrar, it shall have the right to examine the
Security Register at all reasonable times. 


    Subject
to the provisions of this Section 3.05, upon surrender for registration of transfer of any Registered Security of any series at any office or agency of the Company in a
Place of Payment for that series, the Company shall execute, and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new
Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount, bearing a number not contemporaneously outstanding, and containing identical terms
and positions. 


    Subject
to the provisions of this Section 3.05, at the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same
series, of any authorized denomination or denominations and of a like aggregate principal amount, containing identical terms and provisions, upon surrender of the Registered Securities to be exchanged
at any such office or agency. Whenever any such Registered Securities are so surrendered for exchange, the Company shall execute, and the Indenture Trustee shall authenticate and deliver, the
Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified with respect to any series of Securities as contemplated by Section 3.01, Bearer
Securities may not be issued in exchange for Registered Securities. 


    If
(but only if) permitted by the applicable Board Resolution and (subject to Section 3.03) set forth in the applicable Officers' Certificate, or in any indenture supplemental
hereto, delivered as contemplated by Section 3.01, at the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured
coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such permitted
exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the
surrender of such missing coupon or coupons may be waived by the Company and the Indenture Trustee if there is furnished to them such security or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in 


20





 


respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that,
except as otherwise provided in Section 10.02, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the
United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security of the same series
and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be, and interest or Defaulted Interest, as the case may be, will not be payable on
such Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture.
Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Indenture Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive. 


    Notwithstanding
the foregoing, except as otherwise specified as contemplated by Section 3.01, any permanent Global Security shall be exchangeable only as provided in this
paragraph. If the depository for any permanent Global Security is The Depository Trust Company ("DTC"), then, unless the terms of such Global Security expressly permit such Global Security to be
exchanged in whole or in part for definitive Securities, a Global Security may be transferred, in whole but not in part, only to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to
DTC for such Global Security selected or approved by the Company or to a nominee of such successor to DTC. If at any time DTC notifies the Company that it is unwilling or unable to continue as
depository for the applicable Global Security or Securities or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934 if so required by applicable law
or regulation, the Company shall appoint a successor depository with respect to such Global Security or Securities. If (x) a successor depository for such Global Security or Securities is not
appointed by the Company within 90 days after the Company received such notice or becomes aware of such unwillingness, inability or ineligibility, (y) an Event of Default has occurred
and is continuing and the beneficial owners representing a majority in principal amount of the applicable series of Securities represented by such Global Security or Securities advise DTC to cease
acting as depository for such Global Security or Securities or (z) the Company, in its sole discretion, determines at any time that all Outstanding Securities (but not less than all) of any
series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities, then the Company shall execute, and the Indenture Trustee
shall authenticate and deliver definitive Securities of like series, rank, tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such beneficial owner's
interest in such permanent Global Security. On or after the earliest date on which such interests may be so exchanged, such permanent Global Security shall be surrendered for exchange by DTC or such
other depository as shall be specified in the Company Order with respect thereto to the Indenture Trustee, as the Company's agent for such purpose; provided,
however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on
the relevant Redemption Date if the Security for which exchange is requested may be among those selected for redemption; and provided
further that no Bearer Security delivered in exchange for a portion of a permanent Global Security shall be mailed or otherwise delivered to any location in the
United States. If a Registered Security is issued in exchange for any portion of a permanent Global Security after the close of business at the office or agency where such exchange occurs on
(i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and the opening of business
at 


21





 


such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed
date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to
whom interest in respect of such portion of such permanent Global Security is payable in accordance with the provisions of this Indenture. 


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


    Every
Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Security Registrar) be duly
endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in
writing. 


    No
service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06, 11.07 or 13.05 not
involving any transfer. 


    The
Company or the Indenture Trustee, as applicable, shall not be required (i) to issue, register the transfer of or exchange any Security if such Security may be among those
selected for redemption during a period beginning at the opening of business 15 days before selection of the Securities to be redeemed under Section 11.03 and ending at the close of
business on (A) if such Securities are issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption and (B) if such Securities are issuable as
Bearer Securities, the day of the first publication of the relevant notice of redemption or, if such Securities are also issuable as Registered Securities and there is no publication, the mailing of
the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except, in the case of any Registered
Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged
for a Registered Security of that series and like tenor, provided that such Registered Security shall be simultaneously surrendered for
redemption, or (iv) to issue, register the transfer of or exchange any Security which has been surrendered for repayment at the option of the Holder, except the portion, if any, of such
Security not to be so repaid. 


    SECTION
3.06 Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Indenture Trustee or the Company, together with, in proper cases, such security or indemnity as may be required by the Company or the Indenture Trustee to save
each of them or any agent of either of them harmless, the Company shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and
principal amount, containing identical terms and provisions and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to the surrendered
Security. 


    If
there shall be delivered to the Company and the Indenture Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security or coupon, and
(ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence
of notice to the Company or the Indenture Trustee that such Security or coupon has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Indenture Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen Security or in exchange for the Security to which a destroyed, lost or stolen coupon appertains (with all appurtenant coupons
not destroyed, lost or stolen), a new Security of the same series and principal 


22





 


amount, containing identical terms and provisions and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to such destroyed, lost or
stolen Security or to the Security to which such destroyed, lost or stolen coupon appertains. 


    Notwithstanding
the provisions of the previous two paragraphs, in case any such mutilated, destroyed, lost or stolen Security or coupon has become or is about to become due and
payable, the Company in its discretion may, instead of issuing a new Security, with coupons corresponding to the coupons, if any, appertaining to such destroyed, lost or stolen Security or to the
Security to which such destroyed, lost or stolen coupon appertains, pay such Security or coupon; provided, however, that payment of principal of (and
premium, if any), any interest on and any Additional Amounts with respect to, Bearer Securities shall, except as otherwise provided in Section 10.02, be payable only at an office or agency
located outside the United States and, unless otherwise specified as contemplated by Section 3.01, any interest on Bearer Securities shall be payable only upon presentation and surrender of the
coupons appertaining thereto. 


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


    Every
new Security of any series with its coupons, if any, issued pursuant to this Section in lieu of any destroyed, lost or stolen Security, or in exchange for a Security to which a
destroyed, lost or stolen coupon appertains, shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security and its coupons, if
any, or the destroyed, lost or stolen coupon shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other
Securities of that series and their coupons, if any, duly issued hereunder. 


    The
provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or coupons. 



    SECTION
3.07 Payment of Interest; Interest Rights Preserved. Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 3.01, interest on any Registered
Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest at the office or agency of the Company maintained for such purpose pursuant to Section 10.02;  provided, however,
that each installment of interest on any Registered Security may at the Company's option be paid by (i) mailing a check for
such interest, payable to or upon the written order of the Person entitled thereto pursuant to Section 3.08, to the address of such Person as it appears on the Security Register or
(ii) transfer to an account maintained by the payee located inside the United States. 


    Unless
otherwise provided as contemplated by Section 3.01 with respect to the Securities of any series, payment of interest may be made, in the case of a Bearer Security, by
transfer to an account maintained by the payee with a bank located outside the United States. 


    Unless
otherwise provided as contemplated by Section 3.01, every permanent global Security will provide that interest, if any, payable on any Interest Payment Date will be paid
by DTC, Euroclear and/or CEDEL, as the case may be, with respect to that portion of such permanent global Security held for its account by Cede & Co. or the Common Depository, as the case may
be, for the purpose of permitting such party to credit the interest received by it in respect of such permanent global Security to the accounts of the beneficial owners thereof. 


23





 


    In case a Bearer Security of any series is surrendered in exchange for a Registered Security of such series after the close of business (at an office or agency in a Place of Payment
for such series) on any Regular Record Date and before the opening of business (at such office or agency) on the next succeeding Interest Payment Date, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date and interest will not be payable on such Interest Payment Date in respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. 


    Except
as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 3.01, any interest on any Registered Security of any series
that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the registered Holder thereof
on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or
(2) below: 



    (1)  The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall
notify the Indenture Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Registered Security of such series and the date of the proposed payment (which shall not be less than 20 days after such notice is
received by the Indenture Trustee), and at the same time the Company shall deposit with the Indenture Trustee an amount of money in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series) equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Indenture Trustee for such deposit on or prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Indenture Trustee shall fix a Special Record Date
for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after
the receipt by the Indenture Trustee of the notice of the proposed payment. The Indenture Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of
the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Registered
Securities of such series at his address as it appears in the Security Register not less than 10 days prior to such Special Record Date. The Indenture Trustee may, in its discretion, in the
name and at the expense of the Company, cause a similar notice to be published at least once in an Authorized Newspaper in each Place of Payment, but such publications shall not be a condition
precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such
Defaulted Interest shall be paid to the Persons in whose names the Registered Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such
Special Record Date and shall no longer be payable pursuant to the following clause (2). In case a Bearer Security of any series is surrendered at the office or agency in a Place of Payment for
such series in exchange for a Registered Security of such series after the close of business at such office or agency on any Special Record Date and before the opening of business at such office or
agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such proposed date of payment and Defaulted Interest
will not be payable on such proposed date of payment in respect of the Registered Security issued in exchange 



24





 


for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. 


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




    Subject
to the foregoing provisions of this Section and Section 3.05, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in
lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 


    SECTION
3.08 Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the
Indenture Trustee and any agent of the Company or the Indenture Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Security for the purpose of
receiving payment of principal of (and premium, if any) and (subject to Sections 3.05 and 3.07) interest on, such Registered Security and for all other purposes whatsoever, whether or not such
Registered Security be overdue, and neither the Company, the Indenture Trustee nor any agent of the Company or the Indenture Trustee shall be affected by notice to the contrary. All such payments so
made to any such Person, or upon such Person's order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for money payable upon any such
Security. 


    Title
to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Company, the Indenture Trustee and any agent of the Company or the Indenture Trustee may
treat the Holder of any Bearer Security and the Holder of any coupon as the absolute owner of such Security or coupon for the purpose of receiving payment thereof or on account thereof and for all
other purposes whatsoever, whether or not such Security or coupon be overdue, and neither the Company, the Indenture Trustee nor any agent of the Company or the Indenture Trustee shall be affected by
notice to the contrary. 


    Title
to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Company, the Indenture Trustee and any agent of the Company or the Indenture Trustee may
treat the Holder of any Bearer Security and the Holder of any coupon as the absolute owner of such Security or coupon for the purpose of receiving payment thereof or on account thereof and for all
other purposes whatsoever, whether or not such Security or coupon be overdue, and neither the Company, the Indenture Trustee, nor any agent of the Company or the Indenture Trustee shall be affected by
notice to the contrary. 


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


    Notwithstanding
the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the Indenture Trustee, or any agent of the Company or the Indenture
Trustee, from giving effect to any written certification, proxy or other authorization furnished by any depository, as a 


25





 


Holder, with respect to such Global Security or impair, as between such depository and owners of beneficial interests in such Global Security, the operation of customary practices governing the
exercise of the rights of such depository (or its nominee) as Holder of such Global Security. 


    SECTION
3.09 Cancellation. All Securities and coupons surrendered for payment, redemption, repayment at the option of the Holder,
registration of transfer or exchange or conversion or for credit against any sinking fund payment shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture
Trustee, and any such Securities and coupons surrendered directly to the Indenture Trustee for any such purpose shall be promptly cancelled by it. The Company may at any time deliver to the Indenture
Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Indenture Trustee (or to
any other Person for delivery to the Indenture Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered
shall be promptly cancelled by the Indenture Trustee. If the Company shall so acquire any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are surrendered to the Indenture Trustee for cancellation. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. Cancelled Securities and coupons held by the Indenture Trustee shall be destroyed by the Indenture
Trustee and the Indenture Trustee shall deliver a certificate of such destruction to the Company, unless the Indenture Trustee is otherwise directed by a Company Order. 


    SECTION
3.10 Computation of Interest. Except as otherwise specified as contemplated by Section 3.01 with respect to Securities
of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year consisting of twelve 30-day months. 


ARTICLE IV  


 SATISFACTION AND DISCHARGE  


    SECTION 4.01 Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of
further effect with respect to any series of Securities specified in such Company Request (except as to any surviving rights of registration of transfer or exchange of Securities of such series herein
expressly provided for and any right to receive Additional Amounts, as provided in Section 10.10), and the Indenture Trustee, upon receipt of a Company Order, and at the expense of the Company,
shall execute instruments in form and substance reasonably satisfactory to the Indenture Trustee and the Company acknowledging satisfaction and discharge of this Indenture as to such series when 



    (1)  either 



    (A)  all
Securities of such series theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to
Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 3.05,
(ii) Securities and coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06, (iii) coupons appertaining
to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 11.06, and (iv) Securities and coupons of such
series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in
Section 10.03) have been delivered to the Indenture Trustee for cancellation; or (B) all Securities of such series and, in the case of (i) or (ii) below, any coupons
appertaining thereto not theretofore delivered to the Indenture Trustee for cancellation 




26





 



    (i)  have
become due and payable, or 


    (ii)  will
become due and payable at their Stated Maturity within one year, or 


    (iii)  if
redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the
giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Company. 





and
the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Indenture Trustee as trust funds in trust for the purpose an amount
in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on
such Securities and such coupons not theretofore delivered to the Indenture Trustee for cancellation, for principal (and premium, if any) and interest, and any Additional Amounts with respect thereto,
to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 


    (2)  the
Company has paid or caused to be paid all other sums payable hereunder by the Company; and 


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




Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the Indenture Trustee and any predecessor Indenture Trustee under Section 6.06, the
obligations of the Company to any Authenticating Agent under Section 6.11 and, if money shall have been deposited with and held by the Indenture Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Indenture Trustee under Section 4.02 and the last paragraph of Section 10.03 shall survive. 


    SECTION
4.02 Application of Trust Funds. Subject to the provisions of the last paragraph of Section 10.03, all money deposited
with the Indenture Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with the provisions of the Securities, the coupons and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Indenture Trustee may determine, to the Persons entitled thereto, of the principal
(and premium, if any), and any interest and Additional Amounts for whose payment such money has been deposited with or received by the Indenture Trustee, but such money need not be segregated from
other funds except to the extent required by law. 


ARTICLE V  


 REMEDIES  


    SECTION 5.01 Events of Default. "Event of Default," wherever used herein with respect to any particular series
of Securities, means any one of the following events (whatever the reason for such Event of Default and whether or not it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): 



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



27





 


    (2)  default in the payment of the principal of (or premium, if any, on) any Security of that series when it becomes due and payable at its Maturity; or 


    (3)  default
in the deposit of any sinking fund payment, when and as due by the terms of any Security of that series; or 


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


    (5)  the
Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law; 



    (A)  commences
a voluntary case, 



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


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


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




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



    (A)  is
for relief against the Company or any Significant Subsidiary in an involuntary case, 


    (B)  appoints
a Custodian of the Company or any Significant Subsidiary or for all or substantially all of either of its property, or 


    (C)  orders
the liquidation of the Company or any Significant Subsidiary, and the order or decree remains unstayed and in effect for 90 days; or 




    (7)  any
other Event of Default provided with respect to Securities of that series. 




As
used in this Section 5.01, the term "Bankruptcy Law" means title 11, U.S. Code or any similar Federal or state law for the relief of debtors and the term "Custodian" means any receiver,
trustee, assignee, liquidator or other similar official under any Bankruptcy Law. 


    SECTION
5.02 Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then and in every such case the Indenture Trustee or the Holders of not less than 25% in principal amount of all the Securities of that series will have the
right to declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms
thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Indenture Trustee if given by the Holders), and upon any such declaration such principal or specified
portion thereof shall become immediately due and payable. 


    At
any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been
obtained by the Indenture Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount 


28





 


of the Outstanding Securities of that series, by written notice to the Company and the Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences if: 



    (1)  the
Company has paid or deposited with the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities
of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series): 



    (A)  all
overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related coupons, 



    (B)  the
principal of (and premium, if any, on) any Outstanding Securities of that series which have become due otherwise than by such declaration of acceleration and
interest thereon at the rate or rates borne by or provided for in such Securities, 


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


    (D)  all
sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its
agents and counsel; and 




    (2)  all
Events of Default with respect to Securities of that series, other than the nonpayment of the principal of (or premium, if any) or interest on Securities of
that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. 




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


    SECTION
5.03 Collection of Indebtedness and Suits For Enforcement by Indenture Trustee. The Company covenants that if: 



    (1)  default
is made in the payment of any installment of interest or Additional Amounts, if any, on any Security of any series and any related coupon when such
interest or Additional Amount becomes due and payable and such default continues for a period of 30 days, or 


    (2)  default
is made in the payment of the principal of (or premium, if any, on) any Security of any series at its Maturity, 




then
the Company will, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of such Securities of such series and coupons, the whole amount then due and
payable on such Securities and coupons for principal (and premium, if any) and interest and Additional Amounts, with interest upon any overdue principal (and premium, if any) and, to the extent that
payment of such interest shall be legally enforceable, upon any overdue installments of interest or Additional Amounts, if any, at the rate or rates borne by or provided for in such Securities, and,
in addition thereto, 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
Indenture Trustee, its agents and counsel. 


    If
the Company fails to pay such amounts forthwith upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for
the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor upon such Securities of
such series and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities of such series, wherever
situated. 


29





 


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


    SECTION
5.04 Indenture Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such
other obligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Securities of any series shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Company for the payment of overdue principal, premium, if any, or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise: 



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


    (ii)  to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; 




and
any custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Holder of Securities of such series
and coupons to make such payments to the Indenture Trustee, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture
Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, their agents and counsel, and any
other amounts due the Indenture Trustee or any predecessor Indenture Trustee under Section 6.06. 


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


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


    SECTION
5.05 Indenture Trustee May Enforce Claims Without Possession of Securities or Coupons. All rights of action and claims under
this Indenture or any of the Securities or coupons may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Securities or coupons or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, be for the 


30





 


ratable benefit of the Holders of the Securities and coupons in respect of which such judgment has been recovered. 



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



    FIRST:
To the payment of all amounts due the Indenture Trustee and any predecessor Indenture Trustee under Section 6.06; 



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


    THIRD:
To the payment of the remainder, if any, to the Company. 




    SECTION
5.07 Limitation on Suits. No Holder of any Security of any series or any related coupon shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: 



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


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



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


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


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




it
being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect,
disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture,
except in the manner herein provided and for the equal and ratable benefit of all such Holders. 


    SECTION
5.08 Unconditional Right of Holders to Receive Principal, Premium, If Any, Interest and Additional Amounts. Notwithstanding any
other provision in this Indenture, the Holder of any Security or coupon shall have the right which is absolute and unconditional to receive payment of the principal of (and premium, if any) and
(subject to Sections 3.05 and 3.07) interest on, and any Additional Amounts in respect of, such Security or payment of such coupon on the respective due dates expressed in such Security or coupon (or,
in the case of redemption, on the Redemption Date) and to institute 


31





 


suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 



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



    SECTION
5.10 Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or coupons in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Holders of
Securities or coupons is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall no prevent the concurrent
assertion or employment of any other appropriate right or remedy. 


    SECTION
5.11 Delay or Omission Not Waiver. No delay or omission of the Indenture Trustee or of any Holder of any Security or coupon to
exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and
remedy given by this Article or by law to the Indenture Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the
Holders of Securities or coupons, as the case may be. 


    SECTION
5.12 Control By Holders of Securities. The Holders of not less than a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee or exercising any trust or power
conferred on the Indenture Trustee with respect to the Securities of such series, provided that 



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


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



    (3)  the
Indenture Trustee need not take any action which might involve it in personal liability or be unduly prejudicial to the Holders of Securities of such series
not joining therein. 




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


    SECTION
5.13 Waiver of Past Defaults. The Holders of not less than a majority in principal amount of the Outstanding Securities of any
series may on behalf of the Holders of all the Securities of such series and any related coupons waive any past default hereunder with respect to such series and its consequences, except a default 



    (1)  in
the payment of the principal of (or premium, if any) or interest on or Additional Amounts payable in respect of any Security of such series or any related
coupons, or 



32





 


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




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


    SECTION
5.14 Waiver of Usury, Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will not
at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force,
which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and
covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such
law had been enacted. 


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


ARTICLE VI  


 THE INDENTURE TRUSTEE  


    SECTION 6.01 Notice of Defaults. Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Company shall transmit in the manner and to the extent provided in TIA Section 313(c), notice of such default hereunder known to the Indenture
Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal
of (or premium, if any) or interest on or any Additional Amounts with respect to any Security of such series, or in the payment of any sinking fund installment with respect to the Securities of such
series, the Indenture Trustee shall be protected in withholding such notice if and so long as Responsible Officers of the Indenture Trustee in good faith determine that the withholding of such notice
is in the interests of the Holders of the Securities and coupons of such series; and provided further that in the case of any default or
breach of the character specified in Section 5.01(4) with respect to the Securities and coupons of such series, no such notice to Holders shall be given until at least 60 days after the
occurrence thereof. For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to the
Securities of such series. 


33





 


    SECTION 6.02 Certain Rights of Indenture Trustee. Subject to the provisions of TIA Section 315(a) through 315(d): 



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


    (2)  any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (other than delivery of any
Security, together with any coupons appertaining thereto, to the Indenture Trustee for authentication and delivery pursuant to Section 3.03 which shall be sufficiently evidenced as provided
therein) and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; 



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


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


    (5)  the
Indenture Trustee shall 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 of Securities of any series or any related coupons pursuant to this Indenture, unless such Holders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to
the Indenture Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; 


    (6)  the
Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document, unless requested in writing so to do by the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of any series; provided that, if the payment within a reasonable time to the
Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the
Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such expenses or liabilities as a condition to
proceeding; the reasonable expenses of every such examination shall be paid by the Holders or, if paid by the Indenture Trustee, shall be repaid by the Holders upon demand. The Indenture Trustee, in
its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises of the Company, relevant to the facts or matters that are the subject of its inquiry, personally or by agent or attorney; 



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


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



34





 

    The
Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured
to it. 


    Except
during the continuance of an Event of Default, the Indenture Trustee undertakes to perform only such duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Indenture Trustee. 


    SECTION
6.03 Not Responsible For Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the
Indenture Trustee's certificate of authentication, and in any coupons shall be taken as the statements of the Company, and neither the Indenture Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Indenture Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or coupons, except that the Indenture
Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder. Neither the Indenture Trustee nor any
Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof. 


    SECTION
6.04 May Hold Securities. The Indenture Trustee, any Paying Agent, Security Registrar, Authenticating Agent or any other agent
of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and coupons and, subject to TIA Sections 310(b) and 311, may otherwise deal with the Company with
the same rights it would have if it were not Indenture Trustee, Paying Agent, Security Registrar, Authenticating Agent or such other agent. 



    SECTION
6.05 Money Held In Trust. Money held by the Indenture Trustee in trust hereunder need not be segregated from other funds except
to the extent required by law. The Indenture Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company. 


    SECTION
6.06 Compensation and Reimbursement. The Company agrees: 



    (1)  to
pay to the Indenture Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of an Indenture Trustee of an express trust); 


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


    (3)  to
indemnify each of the Indenture Trustee and any predecessor Indenture Trustee for, and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending
itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. 




    When
the Indenture Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or Section 5.01(6), the expenses
(including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state
bankruptcy, insolvency or other similar law. 


    As
security for the performance of the obligations of the Company under this Section, the Indenture Trustee shall have a lien prior to the Securities upon all property and funds held
or collected 


35





 


by the Indenture Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest on particular Securities or any coupons. 


    The
provisions of this Section shall survive the termination of this Indenture. 


    SECTION
6.07 Corporate Indenture Trustee Required; Eligibility; Conflicting Interests. There shall at all times be an Indenture Trustee
hereunder which shall be eligible to act as Indenture Trustee under TIA Section 310(a)(1) and shall have a combined capital and surplus of at least $25,000,000. If such
corporation publishes reports of condition at least annually, pursuant to law or the requirements of Federal, state, territorial or District of Columbia supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so
published. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter
specified in this Article. Neither the Company nor any Person directly or indirectly controlling, controlled by, or under common control with the Company shall serve as Indenture Trustee. 


    SECTION
6.08 Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Indenture Trustee and no
appointment of a successor Indenture Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Indenture Trustee in accordance with the applicable
requirements of Section 6.09. 


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


    (c)  The
Indenture Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Indenture Trustee and to the Company. 


    (d)  If
at any time: 



    (1)  the
Indenture Trustee shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by the Company or by any Holder of a
Security who has been a bona fide Holder of a Security for at least six months, or 


    (2)  the
Indenture Trustee shall cease to be eligible under Section 6.07 and shall fail to resign after written request therefor by the Company or by any Holder
of a Security who has been a bona fide Holder of a Security for at least six months, or 


    (3)  the
Indenture Trustee shall become incapable of acting or shall be adjudged bankrupt or insolvent or a receiver of the Indenture Trustee or of its property shall
be appointed or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 




then,
in any such case, (i) the Company by or pursuant to a Board Resolution may remove the Indenture Trustee and appoint a successor Indenture Trustee with respect to all Securities, or
(ii) subject to TIA Section 315(e), any Holder of a Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the Indenture Trustee with respect to all Securities and the appointment of a successor Indenture Trustee or Indenture
Trustees. 


    (e)  If
the Indenture Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Indenture Trustee for any cause with
respect to the Securities of 


36





 


one or more series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor Indenture Trustee or Indenture Trustees with respect to the Securities of that or those series
(it being understood that any such successor Indenture Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one
Indenture Trustee with respect to the Securities of any particular series). If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor
Indenture Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Indenture Trustee, the successor Indenture Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Indenture Trustee with respect
to the Securities of such series and to that extent supersede the successor Indenture Trustee appointed by the Company. If no successor Indenture Trustee with respect to the Securities of any series
shall have been so appointed by the Company or the Holders of Securities and accepted appointment in the manner hereinafter provided, any Holder of a Security who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Indenture
Trustee with respect to Securities of such series. 


    (f)  The
Company shall give notice of each resignation and each removal of the Indenture Trustee with respect to the Securities of any series in the manner provided for
notices to the Holders of Securities in Section 1.06. Each notice shall include the name of the successor Indenture Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office. 


    SECTION
6.09 Acceptance of Appointment By Successor. (a) In case of the appointment hereunder of a successor Indenture Trustee
with respect to all Securities, every such successor Indenture Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Indenture Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring Indenture Trustee shall become effective and such successor Indenture Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the retiring Indenture Trustee; but, on request of the Company or the successor Indenture Trustee, such retiring Indenture Trustee
shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Indenture Trustee all the rights, powers and trusts of the retiring Indenture Trustee, and
shall duly assign, transfer and deliver to such successor Indenture Trustee all property and money held by such retiring Indenture Trustee hereunder, subject nevertheless to its claim, if any,
provided for in Section 6.06. 


    (b)  In
case of the appointment hereunder of a successor Indenture Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring
Indenture Trustee and each successor Indenture Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto, pursuant to Article IX
hereof, wherein each successor Indenture Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Indenture Trustee all the rights, powers, trusts and duties of the retiring Indenture Trustee with respect to the Securities of that or those series to which the appointment of
such successor Indenture Trustee relates, (2) if the retiring Indenture Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the retiring Indenture Trustee with respect to the Securities of that or those series as to which the retiring Indenture Trustee
is not retiring shall continue to be vested in the retiring Indenture Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Indenture Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Indenture
Trustees co-trustees of the same trust and that each such Indenture Trustee shall be trustee of a trust 


37





 


or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Indenture Trustee; and upon the execution and delivery of such supplemental indenture the
resignation or removal of the retiring Indenture Trustee shall become effective to the extent provided therein and each such successor Indenture Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the retiring Indenture Trustee with respect to the Securities of that or those series to which the appointment of such successor
Indenture Trustee relates; but, on request of the Company or any successor Indenture Trustee, such retiring Indenture Trustee shall duly assign, transfer and deliver to such successor Indenture
Trustee all property and money held by such retiring Indenture Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Indenture Trustee
relates. 


    (c)  Upon
request of any such successor Indenture Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to
such successor Indenture Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section 6.09, as the case may be. 


    (d)  No
successor Indenture Trustee shall accept its appointment unless at the time of such acceptance such successor Indenture Trustee shall be qualified and eligible
under this Article. 


    SECTION
6.10 Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Indenture Trustee may be
merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Indenture Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the Indenture Trustee, shall be the successor of the Indenture Trustee hereunder,  provided such corporation shall be
otherwise qualified and eligible under this Article, without the execution or filing of any paper or
any further act on the part of any of the parties hereto. In case any Securities or coupons shall have been authenticated, but not delivered, by the Indenture Trustee then in office, any successor by
merger, conversion or consolidation to such authenticating Indenture Trustee may adopt such authentication and deliver the Securities or coupons so authenticated with the same effect as if such
successor Indenture Trustee had itself authenticated such Securities or coupons. In case any Securities or coupons shall not have been authenticated by such predecessor Indenture Trustee, any such
successor Indenture Trustee may authenticate and deliver such Securities or coupons, in either its own name or that of its predecessor Indenture Trustee, with the full force and effect which this
Indenture provides for the certificate of authentication of the Indenture Trustee. 


    SECTION
6.11 Appointment of Authenticating Agent. At any time when any of the Securities remain Outstanding, the Indenture Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Indenture Trustee to authenticate Securities of such series
issued upon exchange, registration of transfer or partial redemption or repayment thereof, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Indenture
Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Indenture Trustee
or the Indenture Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a bank or
trust company or corporation organized and doing business and in good standing under the laws of the United States of America or of any state or the District of Columbia, authorized under such laws to
act as Authenticating Agent, having a combined capital and surplus of not less than $25,000,000 and subject to supervision or examination by Federal or state authorities. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to laws or the 


38





 


requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions
of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 


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


    An
Authenticating Agent for any series of Securities may at any time resign by giving written notice of resignation to the Indenture Trustee for such series and to the Company. The
Indenture Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company.
Upon receiving such a notice of resignation or upon such a termination, or in any case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section, the Indenture Trustee for such series may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment to all Holders of
Securities of the series with respect to which such Authenticating Agent will serve in the manner set forth in Section 1.06. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent herein. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 


    The
Company agrees to pay to each Authenticating Agent from time to time reasonable compensation including reimbursement of its reasonable expenses for its services under this
Section. 


    If
an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the
Indenture Trustee's certificate of authentication, an alternate certificate of authentication substantially in the following form: 



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



	 	 	U.S. BANK TRUST NATIONAL ASSOCIATION

as Indenture Trustee
	

 	
 	

By:	
 	

 
	 	 	 	 	
 as Authenticating Agent
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Authorized Signatory






39






   ARTICLE VII  


 HOLDERS' LISTS AND REPORTS BY INDENTURE TRUSTEE AND COMPANY  


    SECTION 7.01 Disclosure of Names and Addresses of Holders. Every Holder of Securities or coupons, by receiving
and holding the same, agrees with the Company and the Indenture Trustee that neither the Company nor the Indenture Trustee nor any Authenticating Agent nor any Paying Agent nor any Security Registrar
shall be held accountable by reason of the disclosure of any information as to the names and addresses of the Holders of Securities in accordance with TIA Section 312, regardless of the source
from which such information was derived, and that the Indenture Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under TIA Section 312(b). 


    SECTION
7.02 Reports By Indenture Trustee. Within 60 days after May 15 of each year (commencing with May 15,
2001), the Indenture Trustee shall transmit by mail to all Holders of Securities as provided in TIA Section 313(c) a brief report dated as of May 15 if required by TIA
Section 313(a). 


    SECTION
7.03 Reports By Company. The Company will: 



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


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



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




    SECTION
7.04 Company To Furnish Indenture Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to
the Indenture Trustee: 



    (a)  semiannually,
not later than 15 days after the Regular Record Date for interest for each series of Securities, a list, in such form as the Indenture Trustee
may reasonably require, of the names and addresses of the Holders of Registered Securities of such series as of such Regular Record Date, or if there is no Regular Record Date for interest for such
series of Securities, semiannually, upon such dates as are set forth in the Board Resolution or indenture supplemental hereto authorizing such series, and 



40





 


    (b)  at such other times as the Indenture Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list is furnished, 




provided, however, that, so long as the Indenture Trustee is the Security Registrar, no such list shall be required to be furnished. 


ARTICLE VIII  


 CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE  


    SECTION 8.01 Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject To Certain
Conditions. The Company may consolidate with, or sell, lease or convey all or substantially all of its assets to, or merge with or into any other corporation, provided that in
any such case, (1) either the Company shall be the continuing corporation, or the successor corporation shall be a corporation organized and existing under the laws of the United States or a
State thereof and such successor corporation shall expressly assume the due and punctual payment of the principal of (and
premium, if any) and any interest (including all Additional Amounts, if any, payable pursuant to Section 10.10) on all of the Securities, according to their tenor, and the due and punctual
performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company by supplemental indenture, complying with Article IX hereof, satisfactory to
the Indenture Trustee, executed and delivered to the Indenture Trustee by such corporation and (2) immediately after giving effect to such transaction and treating any indebtedness which
becomes an obligation of the Company or any Subsidiary as a result thereof as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event
which, after notice or the lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. 


    SECTION
8.02 Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease or conveyance and upon
any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of
the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the Securities. Such successor corporation
thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Indenture Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Indenture Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Indenture
Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Indenture Trustee for that purpose. All the Securities so
issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all
of such Securities had been issued at the date of the execution hereof. 


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


    SECTION
8.03 Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, lease or conveyance permitted under
Section 8.01 is also subject to the condition that the Indenture Trustee receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale,
lease or conveyance, and the assumption by any successor corporation, complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction
have been complied with. 


41





 
ARTICLE IX  


 SUPPLEMENTAL INDENTURES  


    SECTION 9.01 Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of
Securities or coupons, the Company, when authorized by or pursuant to a Board Resolution, and the Indenture Trustee, at any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: 



    (1)  to
evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities
contained; or 


    (2)  to
add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less
than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or 


    (3)  to
add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit
of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided,
however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be
shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Indenture Trustee upon such
default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;
or 


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


    (5)  to
change or eliminate any of the provisions of this Indenture, provided that any such change or
elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such
provision; or 


    (6)  to
secure the Securities; or 


    (7)  to
establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 and 3.01, including the provisions and procedures
relating to Securities convertible into Common Shares or Preferred Shares, as the case may be; or 


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


    (9)  to
cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other
provisions with 



42





 


respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture,  provided such provisions shall not adversely affect the interests
of the Holders of Securities of any series or any related coupons in
any material respect; or 


    (10)  to
supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of
Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the
Holders of Securities of such series and any related coupons or any other series of Securities in any material respect. 




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



    (1)  change
the Stated Maturity of the principal of (or premium, if any, on) or any installment of principal of or interest on, any Security; or reduce the principal
amount thereof or the rate or amount of interest thereon or any Additional Amounts payable in respect thereof, or any premium payable upon the redemption thereof, or change any obligation of the
Company to pay Additional Amounts pursuant to Section 10.10 (except as contemplated by Section 8.01(1) and permitted by Section 9.01(1)), or reduce the amount of principal of an
Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the amount thereof provable in bankruptcy
pursuant to Section 5.04, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where, or the currency or currencies, currency
unit or units or composite currency or currencies in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in the case of redemption or repayment at the option of the Holder, on or after the Redemption Date or the Repayment Date, as the case may be), or 


    (2)  reduce
the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental
indenture, or the consent of whose Holders is required for any waiver with respect to such series (or compliance with certain provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture, or reduce the requirements of Section 15.04 for quorum or voting, or 


    (3)  modify
any of the provisions of this Section, Section 5.13 or Section 10.11, except to increase the required percentage to effect such action or to
provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby. 




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


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


43





 


covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 


    SECTION
9.03 Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modification thereby of the
trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and 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 Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Indenture
Trustee's own rights, duties or immunities under this Indenture or otherwise. 


    SECTION
9.04 Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture
shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder and of any coupon appertaining thereto shall be bound thereby. 



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


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


ARTICLE X  


 COVENANTS  


    SECTION 10.01 Payment of Principal, Premium, If Any; Interest and Additional Amounts. The Company covenants and
agrees for the benefit of the Holders of each series of Securities that it will duly and punctually pay the principal of (and premium, if any) and interest on and any Additional Amounts payable in
respect of the Securities of that series in accordance with the terms of such series of Securities, any coupons appertaining thereto and this Indenture. Unless otherwise specified as contemplated by
Section 3.01 with respect to any series of Securities, any interest due on and any Additional Amounts payable in respect of Bearer Securities on or before Maturity, other than Additional
Amounts, if any, payable as provided in Section 10.10 in respect of principal of (or premium, if any, on) such a Security, shall be payable only upon presentation and surrender of the several
coupons for such interest installments as are evidenced thereby as they severally mature. Unless otherwise specified with respect to Securities of any series pursuant to Section 3.01, at the
option of the Company, all payments of principal may be paid by check to the registered Holder of the Registered Security or other person entitled thereto against surrender of such Security. 



    SECTION
10.02 Maintenance of Office or Agency. If Securities of a series are issuable only as Registered Securities, the Company shall
maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment or conversion, where Securities of that
series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If
Securities of a series are issuable as Bearer Securities, the Company will maintain: (A) in the Borough of Manhattan, The City of New York, an office or agency where any 


44





 


Registered Securities of that series may be presented or surrendered for payment or conversion, where any Registered Securities of that series may be surrendered for registration of transfer, where
Securities of that series may be surrendered for exchange, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where
Bearer Securities of that series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following paragraph (and not otherwise);
(B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series
and related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 10.10) or conversion;  provided,
however, that if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange
shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United States, as the case may be, so long as the Securities of
that series are listed on such exchange; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or
agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange and where notices and demands to
or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Indenture Trustee of the location, and any change
in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Indenture Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Indenture Trustee, except that Bearer Securities of that series and the related
coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 10.10) or conversion at the
offices specified in the Security, in London, England, and the Company hereby appoints the same as its agent to receive such respective presentations, surrenders, notices and demands, and the Company
hereby appoints the Indenture Trustee its agent to receive all such presentations, surrenders, notices and demands. 


    Unless
otherwise specified with respect to any Securities pursuant to Section 3.01, no payment of principal, premium or interest on or Additional Amounts in respect of Bearer
Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located
in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of and any premium and
interest on any Bearer Security (including any Additional Amounts payable on Securities of such series pursuant to Section 10.10) shall be made at the office of the Company's Paying Agent in
the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the
full amount of such principal, premium, if any, interest or Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for the purpose by the Company in
accordance with this Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. 


    The
Company may from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such
purposes, and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written
notice to the Indenture Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities
pursuant to Section 3.01 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the
Borough of Manhattan, The City of New York, and initially appoints the Indenture 


45





 


Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. 


    Unless
otherwise specified with respect to any Securities pursuant to Section 3.01, if and so long as the Securities of any series (i) are denominated in a Foreign
Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series
of Securities, or as so required, at least one exchange rate agent. 


    SECTION
10.03 Money For Securities Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent with
respect to any series of any Securities and any related coupons, it will, on or before each due date of the principal of (and premium, if any), or interest on or Additional Amounts in respect of, any
of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series) sufficient to pay the principal (and
premium, if any) or interest or Additional Amounts so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify the Indenture
Trustee of its action or failure so to act. 


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


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



    (1)  hold
all sums held by it for payment of principal of (and premium, if any) or interest on Securities in trust for the benefit of the Persons entitled thereto until
such sums shall be paid to such Persons or otherwise disposed of as herein provided; 


    (2)  give
the Indenture Trustee notice of any default by the Company (or any other obligor upon the Securities) in the making of any such payment of principal (and
premium, if any) or interest on the Securities of that series; and 


    (3)  at
any time during the continuance of any such default upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held
in trust by such Paying Agent. 




    The
Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent
to pay, to the Indenture Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held
by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such sums. 



    Except
as otherwise provided in the Securities of any series, any money deposited with the Indenture Trustee or any Paying Agent, or then held by the Company, in trust for the payment
of the 


46





 


principal of (and premium, if any) or interest on, or any Additional Amounts in respect of, any Security of any series and remaining unclaimed for one year after such principal (and premium, if any),
interest or Additional Amounts has become due and payable shall be paid to the Company upon Company Request or (if then held by the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the Company for payment of such principal of (and premium, if any) or interest on, or any Additional Amounts in respect of,
any Security, without interest thereon, and all liability of the Indenture Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Indenture 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 an Authorized Newspaper, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to
the Company. 


    SECTION
10.04 Existence. Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in
full force and effect its corporate existence, all material rights (by articles of incorporation, by-laws and statute) and material franchises, provided,
however, that the Company shall not be required to preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company. 


    SECTION
10.05 Maintenance of Properties. The Company will cause all of its material properties used or useful in the conduct of its
business or the business of any Subsidiary to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly
and advantageously conducted at all times; provided, however, that the Company and its Subsidiaries shall not be prevented from selling or otherwise
disposing of their properties for value in the ordinary course of business. 



    SECTION
10.06 Insurance. The Company will cause each of its and its Subsidiaries' insurable properties to be insured against loss or
damage in an amount at least equal to their then full insurable value with insurers of recognized responsibility. 


    SECTION
10.07 Payment of Taxes and Other Claims. The Company will pay or discharge or cause to be paid or discharged, before the same
shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon it or any Subsidiary or upon the income, profits or property of the Company or any
Subsidiary, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company or any Subsidiary;  provided, however, that the
Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or
claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings. 


    SECTION
10.08 Provision of Financial Information. Whether or not the Company is subject to Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company will prepare the annual reports, quarterly reports and other documents within 15 days of each of the respective dates by which the Company would have been
required to file such annual reports, quarterly reports and other documents with the Commission pursuant to such Section 13 or 15(d) and will (i) transmit by mail to all Holders, as
their names and addresses appear in the Security Register, without cost to such Holders copies of the annual reports, quarterly reports and other documents which the Company would have been required
to file with the Commission pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 if the Company were subject to such Sections, and (ii) file with the Indenture Trustee copies of the annual reports, quarterly reports and other documents which the Company would
have 


47





 


been required to file with the Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 if the Company were subject to such Sections and (iii) promptly upon
written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder. 


    SECTION
10.09 Statement as to Compliance. The Company will deliver to the Indenture Trustee, within 120 days after the end of
each fiscal year, a brief certificate from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of the Company's compliance with all
conditions and covenants under this Indenture and, in the event of any noncompliance, specifying such noncompliance and the nature and status thereof. For purposes of this Section 10.09, such
compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. 


    SECTION
10.10 Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company will pay to
the Holder of any Security of such series or any coupon appertaining thereto Additional Amounts as may be specified as contemplated by Section 3.01. Whenever in this Indenture there is
mentioned, in any context except in the case of Section 5.02(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any
related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the
terms of such series established pursuant to Section 3.01 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms and
express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express
mention is not made. 


    Except
as otherwise specified as contemplated by Section 3.01, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the
first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and
any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the
below-mentioned Officers' Certificate, the Company will furnish the Indenture Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Indenture Trustee, with an Officers'
Certificate instructing the Indenture Trustee and such Paying Agent or Paying Agents whether such payment of principal, of any premium or of interest on the Securities of that series shall be made to
Holders of Securities of that series or any related coupons who are not United States persons without withholding for or on account of any tax, assessment or other governmental charge described in the
Securities of the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such
Holders of Securities of that series or related coupons and the
Company will pay to the Indenture Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Indenture Trustee or any Paying Agent, as the case
may be, shall not so receive the above-mentioned certificate, then the Indenture Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required
with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make
all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the
Indenture Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in
connection with actions taken or omitted by any of them or in reliance on any Officers' Certificate furnished pursuant to this Section or in reliance on the Company's not furnishing such an Officers'
Certificate. 


48





 


    SECTION 10.11 Waiver of Certain Covenants. The Company may omit in any particular instance to comply with any term, provision or
condition set forth in Sections 10.04 to 10.08, inclusive, if before or after the time for such compliance the Holders of at least a majority in principal amount of all outstanding Securities of such
series, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant
or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Indenture Trustee in respect of any such
term, provision or condition shall remain in full force and effect. 


ARTICLE XI  


 REDEMPTION OF SECURITIES  


    SECTION 11.01 Applicability of Article. Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 3.01 for Securities of any series) in accordance with this Article. 



    SECTION
11.02 Election to Redeem; Notice to Indenture Trustee. The election of the Company to redeem any Securities shall be evidenced
by or pursuant to a Board Resolution. In case of any redemption at the election of the Company of less than all of the Securities of any series, the Company shall, at least 45 days prior to the
giving of the notice of redemption in Section 11.04 (unless a shorter notice shall be satisfactory to the Indenture Trustee), notify the Indenture Trustee of such Redemption Date and of the
principal amount of Securities of such series to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Indenture Trustee with an Officers' Certificate evidencing compliance with such restriction. 


    SECTION
11.03 Selection By Indenture Trustee of Securities to Be Redeemed. If less than all the Securities of any series issued on the
same day with the same terms are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Indenture Trustee, from the
Outstanding Securities of such series issued on such date with the same terms not previously called for redemption, by such method as the Indenture Trustee shall deem fair and appropriate and which
may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of
Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series. 


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


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


    SECTION
11.04 Notice of Redemption. Notice of redemption shall be given in the manner provided in Section 1.06, not less than
15 days nor more than 60 days prior to the Redemption Date, unless a shorter period is specified by the terms of such series established pursuant to Section 3.01, to each Holder
of Securities to be redeemed, but failure to give such notice in the manner herein provided to the Holder of any Security designated for redemption as a whole or in part, or any defect in the notice
to any such Holder, shall not affect the validity of the proceedings for the redemption of any other Security or portion thereof. 


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


    All
notices of redemption shall state: 



    (1)  the
Redemption Date, 


    (2)  the
Redemption Price, accrued interest to the Redemption Date payable as provided in Section 11.06, if any, and Additional Amounts, if any, 


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


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


    (5)  that
on the Redemption Date, the Redemption Price and accrued interest to the Redemption Date payable as provided in Section 11.06, if any, will become due
and payable upon each such Security, or the portion thereof, to be redeemed and, if applicable, that interest thereon shall cease to accrue on and after said date, 



    (6)  the
Place or Places of Payment where such Securities, together in the case of Bearer Securities with all coupons pertaining thereto, if any, maturing after the
Redemption Date, are to be surrendered for payment of the Redemption Price and accrued interest, if any, or for conversion, 


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


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


    (9)  if
Bearer Securities of any series are to be redeemed and any Registered Securities of such series are not to be redeemed, and if such Bearer Securities may be
exchanged for Registered Securities not subject to redemption on this Redemption Date pursuant to Section 3.05 or otherwise, the last date, as determined by the Company, on which such exchanges
may be made, 



    (10)  the
CUSIP number of such Security, if any, and 


    (11)  if
applicable, that a Holder of Securities who desires to convert Securities for redemption must satisfy the requirements for conversion contained in such
Securities, the then existing conversion price or rate, the place or places where such Securities may be surrendered for conversion, and the date and time when the option to convert shall expire. 




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


    SECTION
11.05 Deposit of Redemption Price. On or prior to any Redemption Date, the Company shall deposit with the Indenture Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent, which it may not do in the case of a sinking fund payment under Article Twelve, segregate and hold in trust as provided in
Section 10.03) an amount of money in the currency or currencies, currency unit or units or composite currency of currencies in which the Securities of such 


50





 


series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series) sufficient to pay on the Redemption Date the Redemption Price of, and (except if
the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities or portions thereof which are to be redeemed on that date. 


    If
any Securities called for redemption are converted, any money deposited with the Indenture Trustee or with any Paying Agent or so segregated and held in trust for the redemption of
such Security shall be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust. 



    SECTION
11.06 Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified in the currency or currencies, currency unit or units of composite currency or currencies in
which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall, if the same were interest-bearing,
cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such
Security for redemption in accordance with said notice, together with all coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however, that installments of interest on Bearer Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 10.02) and,
unless otherwise specified as contemplated by Section 3.01, only upon presentation and surrender of coupons for such interest; and  provided further that, except as
otherwise provided with respect to Securities convertible into Common Shares or Preferred Shares, installments of interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their
terms and the provisions of Section 3.07. 


    If
any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Security may be paid after deducting
from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Indenture Trustee if
there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Indenture
Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made from the Redemption Price, such Holder shall be entitled to receive the amount so deducted;  provided,
however, that interest represented by coupons shall be payable only at an office or agency located outside the United States (except as
otherwise provided in Section 10.02) and, unless otherwise specified as contemplated by Section 3.01, only upon presentation and surrender of those coupons. 


    If
any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the
Redemption Date at the rate borne by the Security. 


    SECTION
11.07 Securities Redeemed in Part. Any Registered Security which is to be redeemed only in part (pursuant to the provisions of
this Article or of Article XII) shall be surrendered at a Place of Payment therefor (with, if the Company or the Indenture Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Indenture Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Company shall 


51





 


execute and the Indenture Trustee shall authenticate and deliver to the Holder of such Security without service charge a new Security or Securities of the same series, of any authorized denomination
as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. If a Global Security is so surrendered,
the Company shall execute and the Indenture Trustee shall authenticate and deliver to the depository, without service charge, a new Global Security in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Global Security so surrendered. 


ARTICLE XII  


 SINKING FUNDS  


    SECTION 12.01 Applicability of Article. The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series except as otherwise specified as contemplated by Section 3.01 for Securities of such series. 


    The
minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a "mandatory sinking fund payment," and any payment in
excess of such minimum amount provided for by the terms of such Securities of any series is herein referred to as an "optional sinking fund payment." If provided for by the terms of any Securities of
any series, the cash amount of any mandatory sinking fund payment may be subject to reduction as provided in Section 12.02. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such series. 


    SECTION
12.02 Satisfaction of Sinking Fund Payments With Securities. The Company may, in satisfaction of all or any part of any
mandatory sinking fund payment with respect to the Securities of a series, (1) deliver Outstanding Securities of such series (other than any previously called for redemption) together in the
case of any Bearer Securities of such series with all unmatured coupons appertaining thereto and (2) apply as a credit Securities of such series which have been redeemed either at the election
of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, as provided for by the terms of
such Securities, or which have otherwise been acquired by the Company; provided that such Securities so delivered or applied as a credit
have not been previously so credited. Such Securities shall be received and credited for such purpose by the Indenture Trustee at the applicable Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such mandatory sinking fund payment shall be reduced accordingly. 


    SECTION
12.03 Redemption of Securities For Sinking Fund. Not less than 60 days prior to each sinking fund payment date for
Securities of any series, the Company will deliver to the Indenture Trustee an Officers' Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that series pursuant
to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash in the currency or currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series) and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 12.02, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and will
also deliver to the Indenture Trustee any Securities to be so delivered and credited. If such Officers' Certificate shall specify an optional amount to be added in cash to the next ensuing mandatory
sinking fund payment, the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days before each such sinking fund payment date the Indenture Trustee shall
select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.03 and cause notice of the redemption thereof to be given in the name of and at
the expense of the Company in the 


52





 


manner provided in Section 11.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.06 and 11.07. 


ARTICLE XIII  


 REPAYMENT AT THE OPTION OF HOLDERS  


    SECTION 13.01 Applicability of Article. Repayment of Securities of any series before their Stated Maturity at
the option of Holders thereof shall be made in accordance with the terms of such Securities, if any, and (except as otherwise specified by the terms of such series established pursuant to
Section 3.01) in accordance with this Article. 


    SECTION
13.02 Repayment of Securities. Securities of any series subject to repayment in whole or in part at the option of the Holders
thereof will, unless otherwise provided in the terms of such Securities, be repaid at a price equal to the principal amount thereof, together with interest, if any, thereon accrued to the Repayment
Date specified in or pursuant to the terms of such Securities. The Company covenants that on or prior to the Repayment Date it will deposit with the Indenture Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series) sufficient to pay the
principal (or, if so provided by the terms of the Securities of any series, a percentage of the principal) of, and (except if the Repayment Date shall be an Interest Payment Date) accrued interest on,
all the Securities or portions thereof, as the case may be, to be repaid on such date. 


    SECTION
13.03 Exercise of Option. Securities of any series subject to repayment at the option of the Holders thereof will contain an
"Option to Elect Repayment" form on the reverse of such Securities. In order for any Security to be repaid at the option of the Holder, the Indenture Trustee must receive at the Place of Payment
therefor specified in the terms of such Security (or at such other place or places of which the Company shall from time to time notify the Holders of such Securities) not earlier than 60 days
nor later than 30 days prior to the Repayment Date (1) the Security so providing for such repayment together with the "Option to Elect Repayment" form on the reverse thereof duly
completed by the Holder (or by the Holder's attorney duly authorized in writing) or (2) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or
the National Association of Securities Dealers, Inc. ("NASD"), or a commercial bank or trust company in the United States setting forth the name of the Holder of the Security, the principal
amount of the Security, the principal amount of the Security to be repaid, the CUSIP number, if any, or a description of the tenor and terms of the Security, a statement that the option to elect
repayment is being exercised thereby and a
guarantee that the Security to be repaid, together with the duly completed form entitled "Option to Elect Repayment" on the reverse of the Security, will be received by the Indenture Trustee not later
than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter; provided, however, that such telegram, telex,
facsimile transmission or letter shall only be effective if such Security and form duly completed are received by the Indenture Trustee by such fifth Business Day. If less than the entire principal
amount of such Security is to be repaid in accordance with the terms of such Security, the principal amount of such Security to be repaid, in increments of the minimum denomination for Securities of
such series, and the denomination or denominations of the Security or Securities to be issued to the Holder for the portion of the principal amount of such Security surrendered that is not to be
repaid, must be specified. The principal amount of any Security providing for repayment at the option of the Holder thereof may not be repaid in part if, following such repayment, the unpaid principal
amount of such Security would be less than the minimum authorized denomination of Securities of the series of which such Security to be repaid is a part. Except as otherwise may be provided by the
terms of any Security providing for repayment at the 


53





 


option of the Holder thereof, exercise of the repayment option by the Holder shall be irrevocable unless waived by the Company. 


    SECTION
13.04 When Securities Presented For Repayment Become Due and Payable. If Securities of any series providing for repayment at
the option of the Holders thereof shall have been surrendered as provided in this Article and as provided by or pursuant to the terms of such Securities, such Securities or the portions thereof, as
the case may be, to be repaid shall become due and payable and shall be paid by the Company on the Repayment Date therein specified, and on and after such Repayment Date (unless the Company shall
default in the payment of such Securities on such Repayment Date) such Securities shall, if the same were interest-bearing, cease to bear interest and the coupons for such interest appertaining to any
Bearer Securities so to be repaid, except to the extent provided below, shall be void. Upon surrender of any such Security for repayment in accordance with such provisions, together with all coupons,
if any, appertaining thereto maturing after the Repayment Date, the principal amount of such Security so to be repaid shall be paid by the Company, together with accrued interest, if any, to the
Repayment Date; provided, however, that coupons whose Stated Maturity is on or prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 10.02) and, unless otherwise specified pursuant to Section 3.01, only upon presentation and surrender of such
coupons; and provided further that, in the case of Registered Securities, installments of interest, if any, whose Stated Maturity is on or prior to the
Repayment Date shall be payable (but without interest thereon, unless the Company shall default in the payment thereof) to the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.07. 


    If
any Bearer Security surrendered for repayment shall not be accompanied for all appurtenant coupons maturing after the Repayment Date, such Security may be paid after deducting from
the amount payable therefor as provided in Section 13.02 an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Indenture Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such
Security shall
surrender to the Indenture Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made as provided in the preceding sentence, such Holder shall be entitled
to receive the amount so deducted; provided, however, that interest represented by coupons shall be payable only at an office or agency located outside
the United States (except as otherwise provided in Section 10.02) and, unless otherwise specified as contemplated by Section 3.01, only upon presentation and surrender of those coupons. 



    If
the principal amount of any Security surrendered for repayment shall not be so repaid upon surrender thereof, such principal amount (together with interest, if any, thereon accrued
to such Repayment Date) shall, until paid, bear interest from the Repayment Date at the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) set forth in such
Security. 


    SECTION
13.05 Securities Repaid in Part. Upon surrender of any Registered Security which is to be repaid in part only, the Company
shall execute and the Indenture Trustee shall authenticate and deliver to the Holder of such Security, without service charge and at the expense of the Company, a new Registered Security or Securities
of the same series, of any authorized denomination specified by the Holder, in an aggregate principal amount equal to and in exchange for the portion of the principal of such Security so surrendered
which is not to be repaid. 


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ARTICLE XIV  


 DEFEASANCE AND COVENANT DEFEASANCE  


    SECTION 14.01 Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance. If,
pursuant to Section 3.01, provision is made for either or both of (a) defeasance of the Securities of or within a series under Section 14.02 or (b) covenant defeasance of
the Securities of or within a series under Section 14.03, then the provisions of such Section or Sections, as the case may be, together with the other provisions of this Article (with such
modifications thereto as may be specified pursuant to Section 3.01 with respect to any Securities), shall be applicable to such Securities and any coupons appertaining thereto, and the Company
may at its option by Board Resolution, at any time, with respect to such Securities and any coupons appertaining thereto, elect to have Section 14.02 (if applicable) or Section 14.03 (if
applicable) be applied to such Outstanding Securities and any coupons appertaining thereto upon compliance with the conditions set forth below in this Article. 



    SECTION
14.02 Defeasance and Discharge. Upon the Company's exercise of the above option applicable to this Section with respect to any
Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities and
any coupons appertaining thereto on the date the conditions set forth in Section 14.04 are satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means that the Company shall
be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities and any coupons appertaining thereto, which shall thereafter be deemed to be "Outstanding" only
for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) below, and to have satisfied all of its other obligations under such
Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Indenture Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of
such Outstanding Securities and any coupons appertaining thereto to receive, solely from the trust fund described in Section 14.04 and as more fully set forth in such Section, payments in
respect of the principal of (and premium, if any) and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due, (B) the Company's obligations with
respect to such Securities under Sections 3.05, 3.06, 10.02 and 10.03 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.10,
(C) the rights, powers, trusts, duties and immunities of the Indenture Trustee hereunder and (D) this Article. Subject to compliance with this Article XIV, the Company may
exercise its option under this Section notwithstanding the prior exercise of its option under Section 14.03 with respect to such Securities and any coupons appertaining thereto. 


    SECTION
14.03 Covenant Defeasance. Upon the Company's exercise of the above option applicable to this Section with respect to any
Securities of or within a series, the Company shall be released from its obligations under Sections 10.04 to 10.08, inclusive, and, if specified pursuant to Section 3.01, its obligations under
any other covenant, with respect to such Outstanding Securities and any coupons appertaining thereto on and after the date the conditions set forth in Section 14.04 are satisfied (hereinafter,
"covenant defeasance"), and such Securities and any coupons appertaining thereto shall thereafter be deemed to be not "Outstanding" for the purposes of any direction, waiver, consent or declaration or
Act of Holders (and the consequences of any thereof) in connection with Sections 10.04 to 10.08, inclusive, or such other covenant, but shall continue to be deemed "Outstanding" for all other purposes
hereunder. For this purpose, such covenant defeasance means that, with respect to such Outstanding Securities and any coupons appertaining thereto, the Company may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any Section or such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such
Section or such other covenant or by reason of reference in any such Section or such other covenant to any other provision herein or in any other document and such 


55





 


omission to comply shall not constitute a default or an Event of Default under Section 5.01(4) or 5.01(8) or otherwise, as the case may be, but, except as specified above, the remainder of this
Indenture and such Securities and any coupons appertaining thereto shall be unaffected thereby. 


    SECTION
14.04 Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of
Section 14.02 or Section 14.03 to any Outstanding Securities of or within a series and any coupons appertaining thereto: 



    (a)  The
Company shall irrevocably have deposited or caused to be deposited with the Indenture Trustee (or another trustee satisfying the requirements of
Section 6.07 who shall agree to comply with the provisions of this Article XIV applicable to it) as trust funds in trust for the purpose of making the following payments, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any coupons appertaining thereto, (1) an amount in such currency, currencies or currency unit
in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity, or (2) Government Obligations applicable to such securities and coupons
appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and coupons appertaining thereto are then specified as payable at Stated Maturity)
which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment of principal of (and premium,
if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without
consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Indenture Trustee, to pay and discharge, and which shall be applied by the Indenture Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and
premium, if any) and interest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and
(ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and
payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto. 



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


    (c)  No
Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons
appertaining thereto shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(6) and 5.01(7) are concerned, at any time during the period ending on the 91st day
after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). 



    (d)  In
the case of an election under Section 14.02, the Company shall have delivered to the Indenture Trustee an Opinion of Counsel stating that (i) the
Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the
applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto
will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such defeasance had not occurred. 



56





 


    (e)  In the case of an election under Section 14.03, the Company shall have delivered to the Indenture Trustee an Opinion of Counsel to the effect that the
Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be
subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. 


    (f)  The
Company shall have delivered to the Indenture Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the
defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either
(i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Company's opinion under Section 14.02 or Section 14.03 (as the case may be),
registration is not required under the Investment Company Act of 1940, as amended, by the Company, with respect to the trust funds representing such deposit or by the Indenture Trustee for such trust
funds or (ii) all necessary registrations under said Act have been effected. 


    (g)  Notwithstanding
any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute
terms, conditions or limitations with may be imposed on the Company in connection therewith pursuant to Section 3.01. 




    SECTION
14.05 Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions
of the last paragraph of Section 10.03, all money and Government Obligations (or other property as may be provided pursuant to Section 3.01) (including the proceeds thereof) deposited
with the Indenture Trustee (or other qualifying trustee, collectively for purposes of this Section 14.05, the "Indenture Trustee") pursuant to Section 14.04 in respect of any Outstanding
Securities of any series and any coupons appertaining thereto shall be held in trust and applied by the Indenture Trustee, in accordance with the provisions of such Securities and any coupons
appertaining thereto and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Indenture Trustee may determine, to
the Holders of such Securities and any coupons appertaining thereto of all sums due and to become due thereon in respect of principal (and premium, if any) and interest and Additional Amounts, if any,
but such money need not be segregated from other funds except to the extent required by law. 


    Unless
otherwise specified with respect to any Security pursuant to Section 3.01, if, after a deposit referred to in Section 14.04(a) has been made, (a) the
Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 3.01 or the terms of such Security to receive payment in a currency or
currency unit other than that in which the deposit pursuant to Section 14.04(a) has been made in respect of such Security, or (b) a Conversion Event occurs in respect of the currency or
currency unit in which the deposit pursuant to Section 14.04(a) has been made, the indebtedness represented by such Security and any coupons appertaining thereto shall be deemed to have been,
and will be, fully discharged and satisfied through the payment of the principal of (and premium, if any), and interest, if any, on such Security as the same becomes due out of the process yielded by
converting (from time to time as specified below in the case of any such election) the amount or other property deposited in respect of such Security into the currency or currency unit in which such
Security become payable as a result of such election or Conversion Event based on the
applicable market exchange rate for such currency or currency unit in effect on the second Business Day prior to each payment date, except, with respect to a Conversion Event, for such currency or
currency unit in effect (as nearly as feasible) at the time of the Conversion Event. 


    The
Company shall pay and indemnify the Indenture Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to
Section 14.04 or the 


57





 


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 such Outstanding Securities and any coupons
appertaining thereto. 


    Anything
in this Article to the contrary notwithstanding, subject to Section 6.06, the Indenture Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 14.04 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to the Indenture Trustee, are in excess of the amount thereof which would then be required to be deposited to
effect a defeasance or covenant defeasance, as applicable, in accordance with this Article. 


ARTICLE XV  


 MEETINGS OF HOLDERS OF SECURITIES  


    SECTION 15.01 Purposes For Which Meetings May Be Called. A meeting of Holders of Securities of any series may
be called at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this
Indenture to be made, given or taken by Holders of Securities of such series. 


    SECTION
15.02 Call, Notice and Place of Meetings. (a) The Indenture Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 15.01, to be held at such time and at such place as the Indenture Trustee shall determine. Notice of every meeting of Holders of
Securities of any series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided in
Section 1.06, not less than 20 nor more than 180 days prior to the date fixed for the meeting. 


    (b)  In
case at any time the Company, pursuant to a Board Resolution or the Holders of at least 25% in principal amount of the Outstanding Securities of any series
shall have requested the Indenture Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in Section 15.01, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the Indenture Trustee shall not have made the first publication of the notice of such meeting within 20 days after receipt
of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Securities of such series in the amount above specified, as the
case may be, may determine the time and the place for such meeting and may call such meeting for such purposes by giving notice thereof as provided in subsection (a) of this Section. 


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


    SECTION
15.04 Quorum; Action. The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a series
shall constitute a quorum for a meeting of Holders of Securities of such series; provided, however, that if any action is to be taken at such meeting
with respect to a consent or waiver which this Indenture expressly provides may be given by the Holders of not less than a specified percentage in principal amount of the Outstanding Securities of a
series, the Persons entitled to vote such specified percentage in principal amount of the Outstanding Securities of such series shall constitute a quorum. In the absence of a quorum within 30 minutes
after the time 


58





 


appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned for a period of not
less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at the reconvening of any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10 days; at the reconvening of any meeting adjourned or further adjourned for lack of a quorum, the persons entitled to
vote 25% in aggregate principal amount of the then Outstanding Securities shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section 15.02(a), except that such notice need be given only once not less than five days prior to the date on which the
meeting is scheduled to be reconvened. 


    Except
as limited by the proviso to Section 9.02, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be
adopted by the affirmative vote of the persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities represented at such meeting; provided,
however, that, except as limited by the proviso to Section 9.02, any resolution with respect to any request, demand, authorization, direction, notice,
consent, waiver or other action which this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of that series. 


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


    Notwithstanding
the foregoing provisions of this Section 15.04, if any action is to be taken at a meeting of Holders of Securities of any series with respect to any request,
demand, authorization, direction, notice, consent, waiver or other action that this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage in principal
amount of all Outstanding Securities affected thereby, or of the Holders of such series and one or more additional series: 



    (i)  there
shall be no minimum quorum requirement for such meeting; and 


    (ii)  the
principal amount of the Outstanding Securities of such series that vote in favor of such request, demand, authorization, direction, notice, consent, waiver or
other action shall be taken into account in determining whether such request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under this
Indenture. 




    SECTION
15.05 Determination of Voting Rights; Conduct and Adjournment of Meetings. (a) Notwithstanding any provisions of this
Indenture, the Indenture Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of
such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities
shall be proved in the manner specified in Section 1.04 and the appointment of any proxy shall be proved in the manner specified in Section 1.04 or by having the signature of the Person
executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 1.04 to certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 1.04 or other proof. 


59





 


    (b)  The Indenture Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or
by Holders of Securities as provided in Section 15.02(b), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding
Securities of such series represented at the meeting. 


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


    (d)  Any
meeting of Holders of Securities of any series duly called pursuant to Section 15.02 at which a quorum is present may be adjourned from time to time by
Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting, and the meeting may be held as so adjourned without further notice. 



    SECTION
15.06 Counting Votes and Recording Action of Meetings. The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal
amounts and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all
votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A
record, at least in duplicate, of the proceedings of each meeting of Holders of Securities of any Series shall be prepared by the secretary of the meeting and there shall be attached to said record
the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the fact, setting forth a copy of the notice of the
meeting and showing that said notice was given as provided in Section 15.02 and, if applicable, Section 15.04. Each copy shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one such copy shall be delivered to the Company and another to the Indenture Trustee to be preserved by the Indenture Trustee, the latter to have attached
thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. 


60






   SIGNATURES  


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



	 	 	BEAZER HOMES USA, INC.
	

 	
 	

By:	
 	

/s/ DAVID S. WEISS   
 Title: Executive Vice President
	

 	
 	

 	
 	

Attest:	
 	

/s/ TERESA ROSE DIETZ   
 Title: Secretary
	

 	
 	

U.S. BANK TRUST NATIONAL ASSOCIATION

as Indenture Trustee
	

 	
 	

By:	
 	

/s/ JULIE EDDINGTON   
 Title: Assistant Vice President
	

 	
 	

 	
 	

Attest:	
 	

/s/ JOEL GEIST   
 Title: Vice President






S–1






   EXHIBIT A  


 FORM OF REDEEMABLE OR NON-REDEEMABLE SECURITY
  [Face of Security] 


    [If
the Holder of this Security (as indicated below) is The Depository Trust Company ("DTC") or a nominee of DTC, this Security is a Global Security and the following two
legends apply: 


    Unless
this Security is presented by an authorized representative of The Depository Trust Company ("DTC"), 55 Water Street, New York, New York to the Issuer or its agent for
registration of transfer, exchange or payment, and such Security issued is registered in the name of CEDE & CO., or such other name as requested by an authorized representative of DTC, ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the registered owner hereof, CEDE & CO., has an interest herein. 


    Unless
and until this Security is exchanged in whole or in part for Securities in certificated form, this Security may not be transferred except as a whole by DTC to a nominee thereof
or by a nominee thereof to DTC or another nominee of DTC or by DTC or any such nominee to a successor of DTC or a nominee of such successor.] 


    [IF
THIS SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT—FOR PURPOSES OF SECTION 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE, THE AMOUNT
OF ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS    % OF ITS PRINCIPAL AMOUNT, THE ISSUE DATE IS                ,
20    [AND] THE YIELD TO MATURITY IS    %. [THE METHOD USED TO DETERMINE THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF                , 20    TO
               , 20   , IS    % OF THE PRINCIPAL AMOUNT OF THIS
SECURITY.] 


BEAZER HOMES USA, INC.

[Designation of Series] 



	No.	 	$	      





    BEAZER
HOMES USA, INC., a Delaware corporation (therein referred to as the "Company," which term includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to                 or registered assigns the principal sum of
        
Dollars on                 (the "Stated Maturity Date") [or INSERT DATE FIXED FOR EARLIER REDEMPTION (the "Redemption Date," and together with the Stated
Maturity Date with respect to principal repayable on such date, the "Maturity Date.")] 



    [IF
THE SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT—and to pay interest thereon from                 or from the
most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on                 and
                in each year (each, an "Interest Payment Date"), commencing
               , at the rate of
   % per annum, until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Holder in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest, which shall be the                 or                 (whether
or not a Business Day), as the case may be, next
preceding such Interest Payment Date at the office or agency of the Company maintained for such purpose; provided, however, that such interest may be
paid, at the Company's option, by mailing a check to such Holder at its registered address or by transfer of funds to an account maintained by such Holder within the United States. Any such interest
not so punctually paid or duly provided for shall forthwith cease to be payable 


A–1





 


to the Holder on such Regular Record Date, and may be paid to the Holder in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Indenture Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such
Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day
months.] 


    [IF
THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT—The principal of this Security shall not bear interest except in the case of a default in
payment of principal upon acceleration, upon redemption or at the [Stated] Maturity Date and in such case the overdue principal of this Security shall bear interest at the rate
of    % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment
to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid
on
demand shall bear interest at the rate of    % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue
from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] 


    The
principal of this Security payable on the Stated Maturity Date [or the principal of, premium, if any, and, if the Redemption Date is not an Interest Payment Date,
interest on this Security payable on the Redemption Date] will be paid against presentation of this Security at the office or agency of the Company maintained for that purpose in
               , in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.



    Interest
payable on this Security on any Interest Payment Date and on the [Stated] Maturity Date [or Redemption Date, as the case may
be,] will include interest accrued from and including the next preceding Interest Payment Date in respect of which interest has been paid or duly provided for (or from and including
               , if no interest has been paid on this Security) to but excluding such Interest Payment Date or the [Stated] Maturity Date
[or Redemption Date, as the case may be.] If any Interest Payment Date or the [Stated] Maturity Date or [Redemption Date] falls
on a day that is not a Business Day, as defined below, principal, premium, if any, and/or interest payable with respect to such Interest Payment Date or [Stated] Maturity Date
[or Redemption Date, as the case may be,] will be paid on the next succeeding Business Day with the same force and effect as if it were paid on the date such payment was due,
and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date or [Stated] Maturity Date [or Redemption Date, as the
case may be.] "Business Day" means any day, other than a Saturday or Sunday, on which banks in                 are not required or authorized by law or
executive order to close. 


    [IF
THIS SECURITY IS A GLOBAL SECURITY, INSERT—All payments of principal, premium, if any, and interest in respect of this Security will be made by the Company
in immediately available funds.] 


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


    Unless
the Certificate of Authentication hereon has been executed by the Indenture Trustee by manual signature of one of its authorized signatories, this Security shall not be
entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. 


A–2





 


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



	Dated:                	 	BEAZER HOMES USA, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	

Attest:	
 	

 	
 	

 
	

 Secretary

	
 	

 	
 	

 




A–3





 
[Reverse of Security] 


BEAZER HOMES USA, INC. 


    This
Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated
as of                , 20    (herein called the "Indenture") between the Company and
               , as Indenture Trustee (herein called the "Indenture Trustee," which term includes any successor trustee under the Indenture with respect to the series
of which this Security is a part), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Indenture Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security
is one of the duly authorized series of Securities designated on the face hereof (collectively, the "Securities"), [IF APPLICABLE, INSERT—and the aggregate principal amount of
the Securities to be issued under such series is limited to $       (except for Securities authenticated and delivered upon transfer of, or in exchange for, or
in lieu of other Securities).] All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 


    If
an Event of Default, as defined in the Indenture, shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and
with the effect provided in the Indenture. 


    [IF
APPLICABLE, INSERT—The Securities are subject to redemption [(i) (IF APPLICABLE, INSERT—on
                in any year commencing with the year        and ending with the year
       through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] [IF
APPLICABLE, INSERT—at any time [on or after                ], as a whole or in part, at the election of the Company, at the
following Redemption Prices (expressed as a percentage of the principal amount): 


    If
redeemed on or before                ,    % and if redeemed during the 12-month period
beginning                 of the years indicated at the Redemption Prices indicated below. 



	YEAR
 
	 	REDEMPTION PRICE
	 	YEAR
	 	REDEMPTION PRICE

	
	 	 	 	 	 	 





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


    [IF
APPLICABLE, INSERT—The Securities are subject to redemption (1) on        in any year commencing with the
year        and ending with the year        through operation of the sinking fund for this series at the Redemption
Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [on or after
            ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the
sinking fund (expressed as percentages 


A–4






 


of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning        of the years indicated, 



	Year
 
	 	Redemption Price for

Redemption Through Operation

of the Sinking Fund
	 	Redemption Price for Redemption

Otherwise Than Through Operation of

the Sinking Fund

	
	 	 	 	 





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


    [IF
APPLICABLE, INSERT—The sinking fund for the Securities provides for the redemption on        in each year,
beginning with the year       and ending with the year       , of [not less than]
$      ] [("mandatory sinking fund") and not more than $      ] aggregate principal
amount of the Securities. [The Securities acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against
subsequent [mandatory] sinking fund payments otherwise required to be made in the [DESCRIBE ORDER] order in which they become
due.]] 


    Notice
of redemption will be given by mail to Holders of Securities, not less than 15 nor more than 60 days prior to the Redemption Date, all as provided in the Indenture. 


    In
the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the
cancellation hereof. 


    [IF
APPLICABLE, INSERT CONVERSION PROVISIONS SET FORTH IN ANY BOARD RESOLUTION OR INDENTURE SUPPLEMENTAL TO THE INDENTURE.] 


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


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


A–5





 


    As provided in the Indenture and subject to certain limitations therein [and herein] set forth, the transfer of this Security is registrable in the Security
Register of the Company upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on
this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or by
his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee
or transferees. 


    As
provided in the Indenture and subject to certain limitations therein [and herein] set forth, this Security is exchangeable for a like aggregate principal
amount of Securities of different authorized denominations but otherwise having the same terms and conditions, as requested by the Holder hereof surrendering the same. 


    The
Securities of this series are issuable only in registered form [without coupons] in denominations of $             and
any integral multiple thereof. 


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


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


    No
recourse shall be had for the payment of the principal of or premium, if any, or the interest on this Security, or for any claim based hereon, or otherwise in respect hereof, or
based on or in respect of the Indenture or any indenture supplemental thereto, against any past, present or future shareholder, employee, officer or director, as such, of the Company or of any
successor, either directly or through the Company or any successor, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as party of the consideration for the issue hereof, expressly waived and released. 


    The
Indenture and the Securities shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed
entirely in such State. 


A–6






   EXHIBIT B  


 FORMS OF CERTIFICATION  


B–1






   EXHIBIT B-1  


 FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED

TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST

PAYABLE PRIOR TO THE EXCHANGE DATE  


 CERTIFICATE  


    [Insert title or sufficient description of Securities to be delivered] 



    This
is to certify that, as of the date hereof, and except as set forth below, the above-captioned Securities held by you for your account (i) are owned by person(s) that are
not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless
of its source ("United States person(s)"), (ii) are owned by United States person(s) that are (a) foreign branches of United States financial institutions (financial institutions, as
defined in the United States Treasury Regulations Section 2.165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing for their own account or for
resale, or (b) United States person(s) who acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United States
financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may
advise Beazer Homes USA, Inc. or its agent that such financial institution will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the United States
Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by United States or foreign financial institution(s) for purposes of resale during the restricted
period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is a United States or foreign financial institution
described in clause (iii) above (whether or not also described in clause (i) or (ii), this is to further certify that such financial institution has not acquired the Securities for
purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions. 


    As
used herein, "United States" means the United States of America (including the States and the District of Columbia); and its "possessions" include Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands. 


    We
undertake to advise you promptly by tested telex or electronic transmission on or prior to the date on which you intend to submit your certification relating to the above-captioned
Securities held by you for our account in accordance with your Operating Procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may
be assumed that this certification applied as of such date. 


    This
certificate excepts and does not relate to [U.S.$] of such interest in the above-captioned Securities in respect of which we are not able to certify and
as to which we understand an exchange for an interest in a permanent Global Security or an exchange for and delivery of definitive Securities (or, if relevant, collection of any interest) cannot be
made until we do so certify. 


    We
understand that this certificate may be required in connection with certain tax legislation in the United States. If administrative or legal proceedings are commenced or threatened
in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested party in such proceedings. 


B–1–1





 


Dated:                         ,             

[To be dated no earlier than the 15th day prior to (i) the Exchange Date or (ii) the relevant Interest Payment Date occurring prior to the Exchange Date, as
applicable] 



	 	 	[Name of Person Making Certification]
	

 	
 	

 (Authorized Signature)

Name:

Title:






B–1–2






   EXHIBIT B-2  


 FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR

AND CEDEL S.A. IN CONNECTION WITH THE EXCHANGE OF

A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO

OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE  


 CERTIFICATE  


    [Insert title or sufficient description of Securities to be delivered] 



    This
is to certify that, based solely on written certifications that we have received in writing, by tested telex or by electronic transmission from each of the persons appearing in
our records as persons entitled to a portion of the principal amount set forth below (our "Member Organizations") substantially in the form attached hereto, as of the date hereof,
[U.S.$] principal amount of the above-captioned Securities (i) is owned by person(s) that are not citizens or residents of the United States, domestic partnerships,
domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source ("United States person(s)"), (ii) is owned by
United States person(s) that are (a) foreign branches of United States financial institutions (financial institutions, as defined in U.S. Treasury Regulations
Section 1.165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing for their own account or for resale, or (b) United States person(s) who
acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions on the date hereof (and in either
case (a) or (b), each such financial institution has agreed, on its own behalf or through its agent, that we may advise Beazer Homes USA, Inc. or its agent that such financial
institution will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or
(iii) is owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in United States Treasury Regulations
Section 1.163- 5(c)(2)(i)(D)(7)), and, to the further effect, that financial institutions described in clause (iii) above (whether or not also described in clause (i)
or (ii)) have certified that they have not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions. 


    As
used herein, "United States" means the United States of America (including the States and the District of Columbia); and its "Possessions" include Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands. 


    We
further certify that (i) we are not making available herewith for exchange (or, if relevant, collection of any interest) any portion of the temporary Global Security
representing the above-captioned Securities excepted in the above-referenced certificates of Member Organizations and (ii) as of the date hereof we have not received any notification from any
of our Member Organizations to the effect that the statements made by such Member Organizations with respect to any portion of the part submitted herewith for exchange (or, if relevant, collection of
any interest) are no longer true and cannot be relied upon as of the date hereof. 


    We
understand that this certification is required in connection with certain tax legislation in the United States. If administrative or legal proceedings are commenced or threatened
in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested party in such proceedings. 


B–2–1





 


Dated:             

[To be dated no earlier than the Exchange Date or the relevant Interest Payment Date occurring prior to the Exchange Date, as applicable] 



	 	 	[Morgan Guaranty Trust Company

of New York, Brussels Office,] as Operator

of the Euroclear System [CEDEL S.A.]
	

 	
 	

By:	
 	

 
	 	 	 	 	





B–2–2









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Exhibit 4.4