exv4w3



 





     EXHIBIT 4.3



AMREP CORPORATION




 





FORM OF




SUBORDINATED




INDENTURE




Dated as of                     , 20___




Providing for Issuance of Subordinated Debt Securities in Series




 





                                        ,




as Trustee




 






 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	Section 2.03 PAYMENT OF INTEREST
	 	 	13	 
	Section 2.04 DENOMINATIONS
	 	 	14	 
	Section 2.05 EXECUTION AND AUTHENTICATION
	 	 	14	 
	Section 2.06 REGISTRAR AND PAYING AGENT; APPOINTMENT OF DEPOSITARY
	 	 	15	 
	Section 2.07 PAYING AGENT TO HOLD MONEY IN TRUST
	 	 	15	 
	Section 2.08 HOLDER LISTS
	 	 	16	 
	Section 2.09 TRANSFER AND EXCHANGE
	 	 	16	 
	Section 2.10 REPLACEMENT SECURITIES
	 	 	19	 
	Section 2.11 OUTSTANDING SECURITIES
	 	 	19	 
	Section 2.12 TEMPORARY SECURITIES
	 	 	20	 
	Section 2.13 CANCELLATION
	 	 	21	 
	Section 2.14 DEFAULTED INTEREST
	 	 	21	 
	ARTICLE 3. REDEMPTION AND PREPAYMENT
	 	 	21	 
	Section 3.01 APPLICABILITY OF ARTICLE
	 	 	21	 
	Section 3.02 SELECTION OF SECURITIES TO BE REDEEMED
	 	 	21	 
	Section 3.03 NOTICE OF REDEMPTION
	 	 	22	 
	Section 3.04 EFFECT OF NOTICE OF REDEMPTION
	 	 	23	 
	Section 3.05 DEPOSIT OF REDEMPTION PRICE
	 	 	23	 
	Section 3.06 SECURITIES REDEEMED OR PURCHASED IN PART
	 	 	23	 
	Section 3.07 MANDATORY REDEMPTION; SINKING FUND
	 	 	23	 
	ARTICLE 4. COVENANTS
	 	 	24	 
	Section 4.01 PAYMENT OF SECURITIES
	 	 	24	 
	Section 4.02 MAINTENANCE OF OFFICE OR AGENCY
	 	 	24	 
	Section 4.03 REPORTS
	 	 	24	 
	Section 4.04 COMPLIANCE CERTIFICATE
	 	 	25	 
	Section 4.05 EXISTENCE
	 	 	25	 
	Section 4.06 MODIFICATION OF COVENANTS
	 	 	25	 
	ARTICLE 5. SUCCESSORS
	 	 	25	 
	Section 5.01 MERGER, CONSOLIDATION, OR SALE OF ASSETS
	 	 	25	 






 









 





TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page
	Section 5.02 SUCCESSOR PERSON SUBSTITUTED
	 	 	26	 
	ARTICLE 6. DEFAULTS AND REMEDIES
	 	 	26	 
	Section 6.01 EVENTS OF DEFAULT
	 	 	26	 
	Section 6.02 ACCELERATION
	 	 	28	 
	Section 6.03 OTHER REMEDIES
	 	 	28	 
	Section 6.04 WAIVER OF PAST DEFAULTS; RESCISSION OF ACCELERATION
	 	 	28	 
	Section 6.05 CONTROL BY MAJORITY
	 	 	29	 
	Section 6.06 LIMITATION ON SUITS
	 	 	29	 
	Section 6.07 RIGHTS OF HOLDERS OF SECURITIES TO RECEIVE PAYMENT AND TO CONVERT
	 	 	29	 
	Section 6.08 COLLECTION SUIT BY TRUSTEE
	 	 	30	 
	Section 6.09 TRUSTEE MAY FILE PROOFS OF CLAIM
	 	 	30	 
	Section 6.10 PRIORITIES
	 	 	30	 
	Section 6.11 UNDERTAKING FOR COSTS
	 	 	31	 
	ARTICLE 7. TRUSTEE
	 	 	31	 
	Section 7.01 DUTIES OF TRUSTEE
	 	 	31	 
	Section 7.02 RIGHTS OF TRUSTEE
	 	 	32	 
	Section 7.03 INDIVIDUAL RIGHTS OF TRUSTEE
	 	 	33	 
	Section 7.04 TRUSTEE’S DISCLAIMER
	 	 	33	 
	Section 7.05 NOTICE OF DEFAULTS
	 	 	33	 
	Section 7.06 REPORTS BY TRUSTEE TO HOLDERS OF THE SECURITIES
	 	 	33	 
	Section 7.07 COMPENSATION AND INDEMNITY
	 	 	34	 
	Section 7.08 REPLACEMENT OF TRUSTEE
	 	 	35	 
	Section 7.09 SUCCESSOR TRUSTEE BY MERGER, ETC.
	 	 	36	 
	Section 7.10 ELIGIBILITY; DISQUALIFICATION
	 	 	36	 
	Section 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY
	 	 	36	 
	ARTICLE 8. SATISFACTION AND DISCHARGE
	 	 	37	 
	Section 8.01 SATISFACTION AND DISCHARGE
	 	 	37	 






-ii- 









 





TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page
	Section 8.02 APPLICATION OF TRUST MONEY; EXCESS AMOUNTS
	 	 	38	 
	ARTICLE 9. LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 	 	38	 
	Section 9.01 OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE
	 	 	38	 
	Section 9.02 LEGAL DEFEASANCE AND DISCHARGE
	 	 	38	 
	Section 9.03 COVENANT DEFEASANCE
	 	 	39	 
	Section 9.04 CONDITIONS TO LEGAL OR COVENANT DEFEASANCE
	 	 	39	 
	     Section 9.05 DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS
	 	 	41	 
	Section 9.06 REPAYMENT TO COMPANY
	 	 	41	 
	Section 9.07 REINSTATEMENT
	 	 	42	 
	ARTICLE 10. AMENDMENT, SUPPLEMENT AND WAIVER
	 	 	42	 
	Section 10.01 WITHOUT CONSENT OF HOLDERS OF SECURITIES
	 	 	42	 
	Section 10.02 WITH CONSENT OF HOLDERS OF SECURITIES
	 	 	43	 
	Section 10.03 COMPLIANCE WITH TRUST INDENTURE ACT
	 	 	45	 
	Section 10.04 REVOCATION AND EFFECT OF CONSENTS
	 	 	45	 
	Section 10.05 NOTATION ON OR EXCHANGE OF SECURITIES
	 	 	45	 
	Section 10.06 TRUSTEE TO SIGN AMENDMENTS, ETC.
	 	 	46	 
	ARTICLE 11. SUBORDINATION
	 	 	46	 
	Section 11.01 AGREEMENT TO SUBORDINATE
	 	 	46	 
	Section 11.02 CERTAIN DEFINITIONS RELATED TO SUBORDINATION
	 	 	46	 
	Section 11.03 LIQUIDATION; DISSOLUTION; BANKRUPTCY
	 	 	47	 
	Section 11.04 DEFAULT ON DESIGNATED SENIOR DEBT
	 	 	47	 
	Section 11.05 ACCELERATION OF SECURITIES
	 	 	48	 
	Section 11.06 WHEN DISTRIBUTION MUST BE PAID OVER
	 	 	48	 
	Section 11.07 NOTICE BY COMPANY
	 	 	48	 
	Section 11.08 SUBROGATION
	 	 	49	 
	Section 11.09 RELATIVE RIGHTS
	 	 	49	 
	Section 11.10 SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY
	 	 	49	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page
	Section 11.11 DISTRIBUTION OR NOTICE TO REPRESENTATIVE
	 	 	49	 
	Section 11.12 RIGHTS OF TRUSTEE AND PAYING AGENT
	 	 	50	 
	Section 11.13 AUTHORIZATION TO EFFECT SUBORDINATION
	 	 	50	 
	ARTICLE 12.   MEETINGS OF HOLDERS
	 	 	50	 
	Section 12.01 PURPOSES FOR WHICH MEETING MAY BE CALLED
	 	 	50	 
	Section 12.02 CALL, NOTICE AND PLACE OF MEETINGS
	 	 	51	 
	Section 12.03 PERSONS ENTITLED TO VOTE AT MEETINGS
	 	 	51	 
	Section 12.04 QUORUM; ACTION
	 	 	51	 
	Section 12.05 DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS
	 	 	52	 
	Section 12.06 COUNTING VOTES AND RECORDING ACTION OF MEETINGS
	 	 	53	 
	Section 12.07 ARTICLE SUBJECT TO OTHER PROVISIONS
	 	 	53	 
	ARTICLE 13.   CONVERSION OF SECURITIES
	 	 	53	 
	Section 13.01 APPLICABILITY OF ARTICLE
	 	 	53	 
	ARTICLE 14.   MISCELLANEOUS
	 	 	54	 
	Section 14.01 TRUST INDENTURE ACT CONTROLS
	 	 	54	 
	Section 14.02 NOTICES
	 	 	54	 
	Section 14.03 COMMUNICATION BY HOLDERS OF SECURITIES WITH OTHER HOLDERS OF
SECURITIES
	 	 	55	 
	Section 14.04 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT
	 	 	55	 
	Section 14.05 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION
	 	 	55	 
	Section 14.06 RULES BY TRUSTEE AND AGENTS
	 	 	56	 
	Section 14.07 NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
STOCKHOLDERS
	 	 	56	 
	Section 14.08 STAY, EXTENSION AND USURY LAWS
	 	 	56	 
	Section 14.09 GOVERNING LAW
	 	 	56	 
	Section 14.10 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS
	 	 	56	 
	Section 14.11 SUCCESSORS
	 	 	56	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page
	Section 14.12 SEVERABILITY
	 	 	57	 
	Section 14.13 COUNTERPART ORIGINALS
	 	 	57	 
	Section 14.14 TABLE OF CONTENTS, HEADINGS, ETC.
	 	 	57	 






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Reconciliation and Tie Between the Trust Indenture Act of 1939 and Indenture dated as of
                    , between AMREP Corporation 

and                     , as Trustee.




	 	 	 
	TIA Section	 	Indenture Section
	 
	310(a)(1)
	 	7.10
	310(a)(2)
	 	7.10
	310(a)(3)
	 	N/A
	310(a)(4)
	 	N/A
	310(a)(5)
	 	7.10
	310(b)
	 	7.03, 7.08, 7.10
	310(c)
	 	N/A
	311(a)
	 	7.11
	311(b)
	 	7.11
	311(c)
	 	N/A
	312(a)
	 	2.08
	312(b)
	 	14.03
	312(c)
	 	14.03
	313(a)
	 	7.06
	313(b)
	 	7.06
	313(c)
	 	7.06, 14.02
	313(d)
	 	7.06
	314(a)
	 	4.03
	314(b)
	 	N/A
	314(c)
	 	4.04, 14.05
	314(d)
	 	N/A
	314(e)
	 	14.05
	314(f)
	 	N/A
	315(a)
	 	7.01
	315(b)
	 	7.05
	315(c)
	 	7.01
	315(d)
	 	7.01
	315(e)
	 	6.11
	316(a)(1)
	 	6.04, 6.05
	316(a)(2)
	 	N/A
	316(a) last sentence
	 	2.11
	316(b)
	 	6.07
	317(a)
	 	6.09
	317(b)
	 	2.07
	318(a)
	 	14.01








 




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





 









 





     INDENTURE dated as of                      between AMREP Corporation, an Oklahoma corporation, and
                    , as Trustee.



     The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of its secured or unsecured subordinated debentures, notes, bonds or
other evidences of indebtedness (“Securities”) to be issued in one or more series as herein
provided.



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



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



ARTICLE 1. 

DEFINITIONS AND INCORPORATION

BY REFERENCE




     Section 1.01



     “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For
purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of such Person, whether through the ownership of voting securities,
by agreement or otherwise.



     “Agent” means any Registrar or Paying Agent.



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



     “Board” or “Board of Directors” means the Board of Directors of the Company or any authorized
committee of the Board of Directors.



     “Board Resolution” means a resolution of the Board of Directors.



     “Business Day” means any day other than a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by law, regulation or
executive order to remain closed.



 









 





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



     “Code” means the Internal Revenue Code of 1986, as amended.



     “Common Stock” means the Company’s Common Stock, par value $0.10 per share.



     “Company” means AMREP Corporation, an Oklahoma corporation, and any and all successors
thereto.



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



     “Credit Facility” means the Company’s principal bank or institutional credit facility
including any amendment, supplement, modification, restatement, replacement, refunding or
refinancing.



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



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



     “Depositary” means, with respect to any series of Securities issuable or issued in whole or in
part in global form, the Person specified in Section 2.06 hereof as the Depositary with respect to
the Global Securities of that series, and any and all successors thereto registered and in good
standing as a clearing agency under the Exchange Act, appointed as depositary hereunder and having
become such pursuant to the applicable provision of this Indenture.



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



     “GAAP” means United States generally accepted accounting principles, consistently applied.



     “Global Securities” means, individually and collectively, the Securities issued in global form
issued in accordance with Sections 2.01 and 2.09 hereof.



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



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



- 2 -









 





     “Indebtedness” means, with respect to any Person: (i) the principal of, and any premium, if
any, and interest on, indebtedness of any such Person for money borrowed and indebtedness evidenced
by notes, debentures, bonds or other similar instruments for the payment of which that such Person
is responsible or liable; (ii) all Capital Lease Obligations of such Person; (iii) all obligations
of such Person issued or assumed as the deferred purchase price of property, all conditional sale
obligations and all obligations under any title retention agreement (but excluding trade accounts
payable arising in the ordinary course of business and deferred purchase price due and payable
within 90 days); (iv) all obligations of such Person for the reimbursement of any obligor on any
letter of credit, banker’s acceptance or similar credit transaction, other than obligations with
respect to letters of credit securing obligations entered into in the ordinary course of business;
(v) all Hedging Obligations of such Person; (vi) all obligations of the type referred to above of
other Persons and all dividends of other Persons for which (and to the extent that) such Person is
responsible or liable as obligor, guarantor or otherwise; (vii) all obligations of the type
referred to above of other Persons to the extent secured by any Lien on any property or asset of
that Person; and (viii) any amendments, modifications, refundings, renewals or extensions of any
indebtedness or obligation described above.



     “Indenture” means this Subordinated Indenture, as amended, restated, waived or supplemented
from time to time and includes and incorporates by reference the forms and terms of particular
series of Securities established as contemplated hereunder.



     “Indirect Participant” means a Person who holds a beneficial interest in a Global Security
through a Participant.



     “Interest Payment Date” means each of                      and                     , unless otherwise
provided in Section 2.02.



     “Obligations” means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable (1) under this Indenture or the applicable
Securities, or (2) under Senior Debt.



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



     “Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of
the Company, one of whom must be the principal executive officer, the president, the principal
financial officer, the treasurer or any vice president of the Company, that meets the requirements
of Section 14.05 hereof.



     “Opinion of Counsel” means an opinion from legal counsel that meets the requirements of
Section 14.05 hereof. The counsel may be an employee of or counsel to the Company, any Subsidiary
of the Company or the Trustee.



- 3 -









 







     “Participant” means, with respect to the Depositary, a Person who has an account with the
Depositary.



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



     “Regular Record Date” for the interest payable on the Securities means every                     
and                     , unless otherwise provided in Section 2.02 (whether or not a Business Day), as
applicable, next preceding the corresponding Interest Payment Date.



     “Responsible Officer” when used with respect to the Trustee, means any officer within the
applicable trust services department of the Trustee (or any successor group of the Trustee) or any
other officer of the Trustee customarily performing functions similar to those performed by any of
the above designated officers, in each case, who is the officer responsible for the administration
of this Indenture, and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his or her knowledge of and familiarity with the
particular subject.



     “SEC” means the Securities and Exchange Commission.



     “Securities” has the meaning assigned to it in the preamble to this Indenture.



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



     “Senior Bank Debt” means the Indebtedness (including letters of credit) outstanding under the
Credit Facility from time to time.



     “Senior Debt” means any Indebtedness unless the instrument under which such Indebtedness is
incurred expressly provides that it is on a parity with or subordinated in right of payment to the
Securities. Without limiting the generality of the foregoing, Senior Debt includes Obligations
under the Credit Facility and Obligations under any senior indenture or securities issued
thereunder. Notwithstanding anything to the contrary in the foregoing, Senior Debt will not
include (a) any liability for federal, state, local or other taxes owed or owing by the Company,
(b) Indebtedness of the Company to any of its Subsidiaries or other Affiliates, (c) any trade
payables or (d) any Indebtedness that is incurred in violation of this Indenture.



     “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as
defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as
such Regulation is in effect on the date of this Indenture.



     “Stated Maturity” means, with respect to any payment of interest or principal on any series of
Securities, the date on which such payment of interest or principal is scheduled to be paid thereon
by its terms as in effect from time to time, and does not include any contingent



- 4 -









 







obligation to repay, redeem or repurchase any such interest or principal prior to the date
scheduled for the payment thereof, provided, however, that, if any such date is not a Business Day,
the payment will be made on the next succeeding Business Day.



     “Subsidiary” means, with respect to any Person, (i) any corporation, association or other
business entity of which more than 50% of the total voting power of shares of capital stock or
other equity interests entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person (or
a combination thereof) and (ii) any partnership (a) the sole general partner or the managing
general partner of which is such a Person or a Subsidiary of such Person or (b) the only general
partners of which are such Person or one or more Subsidiaries of such Person (or any combination
thereof).



     “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb as amended) as in
effect on the date on which this Indenture is qualified under the TIA; provided, however, that if
the TIA is amended after such date, “TIA” means, to the extent required by any such amendment, the
TIA as so amended.



     “Trustee” means the party named as such above until a successor replaces it in accordance with
the applicable provisions of this Indenture and thereafter means the successor serving hereunder.



     “U.S. Government Obligations” means securities that are (i) direct obligations of the United
States of America 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 the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case under clauses (i) or (ii), are
not callable or redeemable at the option of the issuer thereof, and also includes a depository
receipt issued by a bank or trust company as custodian with respect to any such U.S. Government
Obligation or a specific payment of interest on or principal of any such U.S. 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 U.S. Government Obligation or the specific payment of interest on or principal of the U.S.
Government Obligation evidenced by such depository receipt.



- 5 -









 





     Section 1.02 OTHER DEFINITIONS



	 	 	 	 	 
	 	 	Defined in
	Term	 	Section
	 
	“Act”
	 	 	1.05	 
	“Authentication Order”
	 	 	2.05	 
	“Conversion Agent”
	 	 	2.06	 
	“Covenant Defeasance”
	 	 	9.03	 
	“custodian”
	 	 	6.01	 
	“Designated Senior Debt”
	 	 	11.02	 
	“distribution”
	 	 	11.02	 
	“Event of Default”
	 	 	6.01	 
	“Legal Defeasance”
	 	 	9.02	 
	“Notice of Default”
	 	 	6.01	 
	“Outstanding”
	 	 	2.11	 
	“Paying Agent”
	 	 	2.06	 
	“Payment Blockage Notice”
	 	 	11.04	 
	“Registrar”
	 	 	2.06	 
	“Representative”
	 	 	11.02	 






     Section 1.03 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT



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



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



     “indenture security holder” means a Holder of a Security;



     “indenture to be qualified” means this Indenture;



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



     “obligor” on the Securities means the Company and any successor obligor upon the Securities.



     All other terms used in this Indenture that are defined by the TIA, defined by TIA reference
to another statute or defined by SEC rule under the TIA and not otherwise defined herein have the
meanings so assigned to them.



     Section 1.04 RULES OF CONSTRUCTION



     For the purposes of this Indenture, unless the context otherwise requires:



- 6 -









 





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



     (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with
United States generally accepted accounting principles;



     (3) “or” is not exclusive;



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



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



     (6) references to sections of or rules under the Securities Act and the Exchange Act shall be
deemed to include substitute, replacement and successor sections thereof or rules adopted by the
SEC from time to time.



     Section 1.05 ACTS OF HOLDERS



     Any request, demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such Holders, in
person or by an agent duly appointed in writing or may be embodied in and evidenced by the record
of Holders voting in favor thereof, either in person or by proxies duly appointed in writing, at
any meeting of Holders duly called and held in accordance with the provisions of Article 12, or a
combination of such instruments or record and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments or record or both are delivered
to the 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 Holders signing such instrument or instruments and so voting
at any such meeting. Proof of execution of any such instrument or of a writing appointing any such
agent or proxy shall be sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section and Section 12.05. The
record of any meeting of Holders shall be proved in the manner provided in Section 12.05.



     Without limiting the generality of this Section, unless otherwise provided in or pursuant to
this Indenture, a Holder, including a Depositary that is a Holder of a Global Security, may make,
give or take by a proxy or proxies duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in or pursuant to this Indenture to be
made, given or taken by Holders, and a Depositary that is a Holder of a Global Security may provide
its proxy or proxies to the beneficial owners of interests in any such Global Security through such
Depositary’s standing instructions and customary practices.



     The fact and date of the execution by any Person of any such instrument or writing may be
proved in any manner which the Trustee deems sufficient.



     The ownership of Securities shall be proved by the Register.



- 7 -









 





ARTICLE 2.

THE SECURITIES




     Section 2.01 FORM AND DATING



          (a) General. The Securities of each series shall be in substantially such form as shall be
established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be required to comply with
the rules of any applicable securities exchange, organizational document, governing instrument or
law or as may, consistently herewith, be determined by the officers executing such Securities as
evidenced by their execution of the Securities. If temporary Securities of any series are issued
as permitted by Section 2.12, the form thereof also shall be established as provided in the
preceding sentence. If the forms of Securities of any series are established by, or by action
taken pursuant to, a Board Resolution, a copy of the Board 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 the certificate, together with an appropriate record of
any such action taken pursuant thereto, including a copy of the approved form of Securities, shall
be delivered to the Trustee at or prior to the delivery of the Authentication Order contemplated by
Section 2.05 or 2.12, as applicable, for the authentication and delivery of such Securities. The
Trustee’s certificate of authentication shall be in substantially the following form:




          This is one of the Securities of the series described in the within-mentioned Indenture.




	 	 	 	 	 	 	 
	 	 	 	, 	 
	 	 	as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 






          If the Trustee has designated an authenticating agent pursuant to Section 2.05 and the
authenticating agent is authenticating any Security, then the Trustee’s certificate of
authentication shall be in substantially the following form:




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




	 	 	 	 	 	 	 
	 	 	 	, 	 
	 

	 	as Trustee	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	As Authenticating Agent	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Authorized Officer	 	 






          (b) Global Securities. If Securities of or within a series are issuable in whole or in part
in global form, any such Security may provide that it shall represent the aggregate or a specified
amount of Outstanding Securities from time to time endorsed thereon and may also provide that the
aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or
increased to reflect exchanges and conversions. Any endorsement of a Security in global form to
reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders,
of Outstanding Securities represented thereby, will be made in such manner and by such Person or
Persons as shall be specified therein or upon the written order of the Company signed by an Officer
to be delivered to the Trustee pursuant to Section 2.05 or 2.12. Subject to the provisions of
Section 2.05, Section 2.12, if applicable, and Section 2.09, the Trustee shall deliver and
redeliver any Security in permanent global form in the manner and upon instructions given by the
Person or Persons specified therein or in the applicable written order of the Company signed by an
Officer. Any instructions by the Company with respect to endorsement or delivery or redelivery of
a Security in global form shall be in writing.




          The provisions of the last paragraph of Section 2.05 shall apply to any Security in global
form if such Security was authenticated and delivered as contemplated herein, but never issued and
sold by the Company.




          Notwithstanding the provisions of this Section 2.01, unless otherwise specified as
contemplated by Section 2.02, payment of principal of, premium, if any, and interest on any
Security in permanent global form shall be made to the Holder thereof.




     Section 2.02 AMOUNT UNLIMITED; ISSUABLE IN SERIES



          (a) The aggregate principal amount of Securities which may be authenticated and delivered
under this Indenture is unlimited. The Securities may be issued from time to time in one or more
series.




          (b) The following matters will be established with respect to each series of Securities issued
hereunder (i) by a Board Resolution, (ii) by action taken pursuant to a Board

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Resolution and set forth, or determined in the manner provided, in an Officers’ Certificate or
(iii) in one or more indentures supplemental hereto:




               (i) the title of the Securities of the series (which title will distinguish the Securities of
the series from all other series of Securities);



               (ii) any limit upon the aggregate principal amount of the Securities of the series which may
be authenticated and delivered under this Indenture (which limit will not pertain to Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of the series pursuant to Section 2.09, 2.10, 2.12, 3.06 or 10.05 or any
Securities that, pursuant to Section 2.05, are deemed never to have been authenticated and
delivered hereunder);



               (iii) the date or dates on which the principal of and premium, if any, on the Securities of
the series is payable or the method or methods of determination thereof;



               (iv) the rate or rates at which the Securities of the series will bear interest, if any, or
the method or methods of calculating such rate or rates of interest, the date or dates from which
such interest will accrue or the method or methods by which such date or dates will be determined,
the Interest Payment Dates on which any such interest will be payable, the right, if any, of the
Company to defer or extend an Interest Payment Date, the record date, if any, for the interest
payable on any Security on any Interest Payment Date, and the basis upon which interest will be
calculated if other than that of a 360-day year of twelve 30-day months;



               (v) the place or places where the principal of, premium, if any, and interest, if any, on
Securities of the series will be payable pursuant to Section 2.06, any Securities of the series may
be surrendered for registration of transfer pursuant to Section 2.06, Securities of the series may
be surrendered for exchange pursuant to Section 2.06 and notices and demands to or upon the Company
in respect of the Securities of the series and this Indenture may be served and notices to Holders
pursuant to Section 14.02 will be published;



               (vi) the period or periods within which, the price or prices at which, the currency or
currencies (including currency unit or units) in which, and the other terms and conditions upon
which, Securities of the series may be redeemed, in whole or in part, at the option of the Company
and, if other than as provided in Section 3.03, the manner in which the particular Securities of
such series (if less than all Securities of such series are to be redeemed) are to be selected for
redemption;



               (vii) the obligation, if any, of the Company to redeem or purchase Securities of the series
pursuant to any sinking fund or analogous provisions or upon the happening of a specified event or
at the option of a Holder thereof and the period or periods within which, the price or prices at
which, the currency or currencies (including currency unit or units) in which, and the other terms
and conditions upon which, Securities of the series will be redeemed or purchased, in whole or in
part, pursuant to such obligation;



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



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               (ix) if other than U.S. dollars, the currency or currencies (including currency unit or units)
in which the principal of, premium, if any, and interest, if any, on the Securities of the series
will be payable, or in which the Securities of the series will be denominated, and the particular
provisions applicable thereto;



               (x) if the payments of principal of, premium, if any, or interest, if any, on the Securities
of the series are to be made, at the election of the Company or a Holder, in a currency or
currencies (including currency unit or units) other than that in which such Securities are
denominated or designated to be payable, the currency or currencies (including currency unit or
units) in which such payments are to be made, the terms and conditions of such payments and the
manner in which the exchange rate with respect to such payments will be determined, and the
particular provisions applicable thereto;



               (xi) if the amount of payments of principal of, premium, if any, and interest, if any, on the
Securities of the series will be determined with reference to an index, formula or other method
(which index, formula or method may be based, without limitation, on a currency or currencies
(including currency unit or units) other than that in which the Securities of the series are
denominated or designated to be payable), the index, formula or other method by which such amounts
will be determined and any special voting or defeasance provisions in connection therewith;



               (xii) if other than the principal amount thereof, the portion of the principal amount of such
Securities of the series which will be payable upon declaration of acceleration thereof pursuant to
Section 6.02 or the method by which such portion will be determined;



               (xiii) the Person to whom any interest on any Security of the series will be payable;



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



               (xv) any deletions from, modifications of or additions to the Events of Default set forth in
Section 6.01 or covenants of the Company set forth in Article 4 pertaining to the Securities of the
series;



               (xvi) under what circumstances, if any, and with what procedures and documentation the Company
will pay additional amounts on the Securities of that series held by a Person who is not a U.S.
Person (including any definition of such term) in respect of taxes, assessments or similar charges
withheld or deducted and, if so, whether the Company has the option to redeem such Securities
rather than pay such additional amounts (and the terms of any such option);



               (xvii) the forms of the Securities of the series;



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               (xviii) the applicability, if any, of Sections 9.02 and 9.03 to the Securities of the series
or such other means of defeasance or covenant defeasance as may be specified for the Securities of
such series;



               (xix) if other than the Trustee, the identity of the Registrar, Conversion Agent (if any) and
any Paying Agent pursuant to Section 2.06;



               (xx) if the Securities of the series will be issued in whole or in part in global form, (A)
the Depositary for such Global Securities, (B) whether beneficial owners of interests in any
Securities of the series in global form may exchange such interests for certificated Securities of
such series, to be registered in the names of or to be held by such beneficial owners or their
nominees and to be of like tenor of any authorized form and denomination, and (C) if other than as
provided in Section 2.09, the circumstances under which any such exchange may occur;



               (xxi) the designation of the Depositary with respect to the Securities of the series pursuant
to Section 2.06;



               (xxii) any restrictions on the registration, transfer or exchange of the Securities of the
series;



               (xxiii) if the Securities of the series may be issued or delivered (whether upon original
issuance or upon exchange of a temporary Security of such series or otherwise), or any installment
of principal or interest is payable, only upon receipt of certain certificates or other documents
or satisfaction of other conditions in addition to those specified in this Indenture, the form and
terms of such certificates, documents or conditions;



               (xxiv) if the Securities of the series will be convertible into or for other securities or
property of the Company, the terms and conditions of any right to convert or exchange Securities of
the series into or for other securities or property of the Company;



               (xxv) whether the Securities of the series are secured or unsecured, and if secured, the
security and related terms in connection therewith (which will be provided for in a separate
security agreement and/or other appropriate documentation);



               (xxvi) the relative degree, if any, to which the Securities of the series will be senior to or
be subordinated to other series of Securities in right of payment, whether such other series of
Securities are Outstanding or not;



               (xxvii) any modification of the subordination provisions of this Indenture (including
applicable definitions) that are to apply to Securities of the series; and



               (xxviii) any other terms of the series (which terms will not be inconsistent with the
provisions of this Indenture) including any terms which may be required by or advisable under
United States laws or regulations or advisable (as determined by the Company) in connection with
the marketing of Securities of the series.



- 12 -









 





          (c) All Securities of any one series will be substantially identical except as to denomination
and except as may otherwise be provided (i) by a Board Resolution, (ii) by action taken pursuant to
a Board Resolution and set forth, or determined in the manner provided, in the related Officers’
Certificate or (iii) in an 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 issuances of additional Securities of such series.




     Section 2.03 PAYMENT OF INTEREST



     Except as otherwise specified in any Security issued hereunder, or in any supplemental
indenture, interest shall be due and payable on a Security as follows:



          (a) A Holder as of the close of business on a Regular Record Date shall be entitled to receive
and shall receive (except as otherwise indicated in this Section 2.03), accrued and unpaid interest
on such Security from the date specified in such Security to the Interest Payment Date next
succeeding such Regular Record Date, other than any Security whose Stated Maturity is prior to such
Interest Payment Date.




          (b) In the event that a Security of any series becomes subject to redemption pursuant to
Article 3 and the redemption date occurs after a Regular Record Date but on or prior to the next
succeeding Interest Payment Date, the person whose Security becomes subject to redemption (and only
such Person rather than the Holder as of such Regular Record Date) shall be entitled to receive and
shall receive accrued and unpaid interest from the preceding Interest Payment Date (or such earlier
date on which interest was last paid) to, but excluding, the redemption date of such Security, even
if such Person is not the Holder of such Security on the Regular Record Date. In the event that a
Security of any series becomes subject to redemption pursuant to Article 3 and the redemption date
occurs on an Interest Payment Date, the Holder as of the Regular Record Date corresponding to such
Interest Payment Date shall be entitled to receive and shall receive accrued and unpaid interest
from the preceding Interest Payment Date (or such earlier date on which interest was last paid or
as otherwise provided in the Security) to, but excluding, the redemption date of such Security,
even if such Person is not the Holder of such Security.




     Section 2.04 DENOMINATIONS



     Unless otherwise specified in any Security issued hereunder or in any supplemental indenture,
Securities of a series denominated in Dollars shall be issuable in denominations of U.S. $1,000 and
any integral multiple thereof. Securities denominated in a foreign currency shall be issuable in
such denominations as are established with respect to such Securities in or pursuant to this
Indenture.



     Section 2.05 EXECUTION AND AUTHENTICATION



     An Officer shall sign the Securities for the Company by manual or facsimile signature.



- 13 -









 





     If an Officer whose signature is on a Security no longer holds that office at the time a
Security is authenticated, the Security shall nevertheless be valid.



     A Security shall not be valid until authenticated by the manual signature of the Trustee (or
its authenticating agent as provided below). The signature shall be conclusive evidence that the
Security has been authenticated under this Indenture.



     The Trustee shall, upon a written order of the Company signed by an Officer (an “Authentication
Order”), together with an Officers’ Certificate and an Opinion of Counsel, authenticate Securities
for original issue in the aggregate principal amount stated in the Authentication Order. The
Officers’ Certificate and Opinion of Counsel shall each state that all conditions precedent
provided for or relating to the issuance of such Securities have been complied with.



     If all of the Securities of a series are not to be originally issued at the same time, then
the documents required to be delivered pursuant to this Section 2.05 must be delivered only once,
prior to the authentication and delivery of the first Security of such series.



     The Trustee may appoint an authenticating agent acceptable to the Company to authenticate
Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.



     Notwithstanding the foregoing, if any 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 Trustee for cancellation as provided in Section 2.13 together with a written statement 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 not be entitled to the benefits of this Indenture.



     Section 2.06 REGISTRAR AND PAYING AGENT; APPOINTMENT OF DEPOSITARY



     The Company shall, in accordance with Section 4.02, maintain an office or agency where
Securities may be presented for registration of transfer or for exchange (“Registrar”), (if
Securities of any series are convertible) an office or agency where Securities may be presented for
conversion (“Conversion Agent”), and an office or agency where Securities may be presented for
payment (“Paying Agent”). The Registrar shall keep a register of the Securities and of their
transfer and exchange. The Company may appoint one or more co-registrars, one or more additional
paying agents and one or more Conversion Agents. The term “Registrar” includes any co-registrar,
the term “Paying Agent” includes any additional paying agent and the term “Conversion Agent”
includes any additional Conversion Agent. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company shall promptly notify the Trustee in writing of the name
and address of any Agent not a party to this Indenture. If the Company fails to appoint or
maintain another entity as Registrar or Paying Agent or, if the



- 14 -









 







Securities of any series are convertible, a Conversion Agent, the Trustee shall act as such.
The Company or any of its Subsidiaries may act as Paying Agent, Conversion Agent or Registrar.



     The Company initially appoints The Depository Trust Company to act as Depositary with respect
to the Global Securities.



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



     Section 2.07 PAYING AGENT TO HOLD MONEY IN TRUST



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



     Section 2.08 HOLDER LISTS



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



     Section 2.09 TRANSFER AND EXCHANGE



          (a) Upon surrender for registration of transfer of any certificated Security of any series at
the office or agency maintained pursuant to Section 4.02, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee or transferees,
one or more new certificated Securities of the same series, of any authorized denominations and of
a same aggregate principal amount and like tenor and containing identical terms and provisions.




          (b) At the option of the Holder, Securities of any series (except a Security in global form)
may be exchanged for other Securities of the same series, of any authorized

- 15 -









 








denominations, of a same aggregate principal amount and like tenor and containing identical
terms and provisions, upon surrender of the Securities to be exchanged at such office or agency.
Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to
receive.




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




          (d) If at any time the Depositary for the Securities of a series notifies the Company that it
is unwilling or unable to continue as Depositary for the Securities of such series or if at any
time the Depositary for the Securities of such series shall no longer be registered and in good
standing as a clearing agency under the Exchange Act, the Company shall appoint a successor
Depositary with respect to the Securities of such series. If a successor Depositary for the
Securities of such series is not appointed by the Company prior to the resignation of the
Depositary and, in any event, within 90 days after the Company receives such notice or becomes
aware of such ineligibility, the Company’s designation of the Depositary pursuant to Section
2.02(b)(21) shall no longer be effective with respect to the Securities of such series and the
Company shall execute, and the Trustee, upon receipt of an Authentication Order for the
authentication and delivery of certificated Securities of such series of like tenor, shall
authenticate and deliver, Securities of such series of like tenor in certificated form, in
authorized denominations and in an aggregate principal amount equal to the principal amount of the
Security or Securities of such series of like tenor in global form in exchange for such Security or
Securities in global form.




          (e) The Company may at any time in its sole discretion determine that all (but not less than
all) Securities of a series issued in global form shall no longer be represented by such a Security
or Securities in global form. In such event the Company shall execute, and the Trustee, upon
receipt of an Authentication Order for the authentication and delivery of certificated Securities
of such series of like tenor, shall authenticate and deliver in accordance with Section 2.02(g),
Securities of such series of like tenor in certificated form, in authorized denominations and in an
aggregate principal amount equal to the principal amount of the Security or Securities of such
series of like tenor in global form in exchange for such Security or Securities in global form.




          (f) If specified by the Company pursuant to Section 2.02 with respect to a series of
Securities, the Depositary for such series may surrender a Security in global form of such series
in exchange in whole or in part for Securities of such series in certificated form on such terms as
are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the
Trustee shall authenticate and deliver, without service charge,




- 16 -









 








               (i) to each Person specified by such Depositary a new certificated Security or Securities of
the same series of like tenor, of any authorized denomination as requested by such Person in
aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the
Security in global form; and



               (ii) to such Depositary a new Security in global form of like tenor in a denomination equal to
the difference, if any, between the principal amount of the surrendered Security in global form and
the aggregate principal amount of certificated Securities delivered to Holders thereof.



          (g) Upon the exchange of a Security in global form for Securities in certificated form, such
Security in global form shall be canceled by the Trustee. Securities in certificated form issued
in exchange for a Security in global form pursuant to this Section shall be registered in such
names and in such authorized denominations as the Depositary for such Security in global form,
pursuant to instructions from its direct or Indirect Participants or otherwise, shall instruct the
Trustee in writing. The Trustee shall deliver such Securities to the Persons in whose names such
Securities are so registered.




          (h) Whenever any Securities are surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.




          (i) All Securities issued upon any registration of transfer or upon any 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 were the Securities surrendered upon such registration of
transfer or exchange.




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




          (k) No service charge shall be made for any registration of transfer or for any 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 or transfer or exchange
of Securities, other than exchanges pursuant to Section 2.13 or 3.06 not involving any transfer.




          (l) The Company shall not be required (i) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15 days before the
day of the mailing of a notice of redemption of Securities of that series selected for redemption
under Section 3.02 and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part.




- 17 -









 








          (m) The provisions of this Section 2.09 may be modified, supplemented or superseded with
respect to any series of Securities by a Board Resolution or in one or more indentures supplemental
hereto.




          (n) The following legend shall appear on the face of all Global Securities unless specifically
stated otherwise in the applicable provision of this Indenture:





“THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND, UNLESS AND UNTIL IT IS EXCHANGED FOR SECURITIES IN DEFINITIVE
FORM IN ACCORDANCE WITH THE INDENTURE, (I) IS NOT TRANSFERABLE EXCEPT AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR SUCCESSOR NOMINEE, AND (II) MAY NOT BE
EXCHANGED OR CANCELLED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.”



          (o) At such time as all beneficial interests in a particular Global Security have been
exchanged for definitive Securities or a particular Global Security has been redeemed, repurchased
or canceled in whole and not in part, each such Global Security shall be returned to or retained
and canceled by the Trustee in accordance with Section 2.14 hereof. At any time prior to such
cancellation, if any beneficial interest in a Global Security is exchanged for or transferred to a
Person who will take delivery thereof in the form of a beneficial interest in another Global
Security or for definitive Securities, the principal amount of Securities represented by such
Global Security shall be reduced accordingly and an endorsement shall be made on such Global
Security by the Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred to a Person who
will take delivery thereof in the form of a beneficial interest in another Global Security, such
other Global Security shall be increased accordingly and an endorsement shall be made on such
Global Security by the Trustee or by the Depositary at the direction of the Trustee to reflect such
increase.




          (p) Prior to due presentment for the registration of a transfer of any Security, the Trustee,
any Agent and the Company may deem and treat the Person in whose name any Security is registered as
the absolute owner of such Security for the purpose of receiving payment of principal of and
interest on such Securities and for all other purposes, and neither the Trustee, any Agent nor the
Company shall be affected by notice to the contrary. Notwithstanding the foregoing, with respect
to any Global Security, nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee from giving effect to any written certification, proxy or other
authorization furnished by any Depositary, as a Holder, with respect to such Global Security or
impair, as between such Depositary and owners of beneficial interests in such Global Security, the
operation of customary practices governing the exercise of the rights of such Depositary (or its
nominee) as Holder of such Global Security.




- 18 -









 








     Section 2.10 REPLACEMENT SECURITIES



     If any mutilated Security is surrendered to the Trustee or the Company or the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any Security, the Company shall
issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement
Security, provided that if required by the Trustee or the Company, an indemnity bond must be
supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect
the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may
suffer if a Security is replaced. The Company may charge for its expenses in replacing a Security.



     Every replacement Security is an obligation of the Company and will be entitled to all of the
benefits of this Indenture equally and proportionately with all other Securities duly issued
hereunder.



     Section 2.11 OUTSTANDING SECURITIES



     For purposes of this Indenture and the Securities, except as otherwise specified in any
Security of any series or supplemental indenture, any Security authenticated and delivered under
this Indenture, shall, as of any date of determination, be deemed to be “Outstanding” except:



          (i) Securities theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation or reductions in the interest in any Global Security effected by the Trustee in
accordance with the provision hereof;




          (ii) Securities for the payment or redemption of which money or U.S. Government Obligations in
the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other
than the Company) in trust or set aside and segregated in trust by the Company (if the Company acts
as its own Paying Agent) for the Holders of such Securities; provided, however, that, if such
Securities are to be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefore satisfactory to the Trustee has been made;




          (iii) Securities which have been paid pursuant to Section 4.01; and




          (iv) Securities that have been replaced pursuant to Section 2.10, other than any such
Securities in respect of which there shall have been presented to the Trustee proof satisfactory to
it that such Securities are held by a protected purchaser (as defined in Article 8 of the Uniform
Commercial Code as in effect from time to time in the State of New York) in whose hands such
Securities are valid obligations of the Company;



provided, however, that in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given or concurred with any request, demand, authorization, direction,
notice, consent or waiver hereunder, 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, for purposes of determining whether


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the Trustee shall be protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which the Trustee knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to
act with respect to such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor.




     Section 2.12 TEMPORARY SECURITIES



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



     Holders of temporary Securities will be entitled to all of the benefits of this Indenture.



     Section 2.13 CANCELLATION



     The Company at any time may deliver Securities to the Trustee for cancellation. The
Registrar, Paying Agent and Conversion Agent, if any, shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange, conversion or payment. The Trustee and
no one else shall cancel all Securities surrendered for registration of transfer, exchange,
conversion, payment, replacement or cancellation and shall destroy canceled Securities (subject to
the record retention requirement of the Exchange Act). Certification of the destruction of all
canceled Securities shall be delivered to the Company. The Company may not issue new Securities to
replace Securities that it has paid or that have been delivered to the Trustee for cancellation.



     Section 2.14 DEFAULTED INTEREST



     If the Company defaults in a payment of interest on the Securities, it shall pay the defaulted
interest in any lawful manner to the Persons who are Holders on a subsequent special record date,
in each case at the rate provided in the Securities. The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Security and the date of
the proposed payment. The Company shall fix or cause to be fixed each such special record date and
payment date, provided, however, that no such special record date shall be less than 10 days prior
to the related payment date for such defaulted interest. At least 15 days before the special
record date, the Company (or, upon the written request of the Company, the Trustee in the name and
at the expense of the Company) shall mail or cause to be mailed to Holders a notice that states the
special record date, the related payment date and the amount of such interest to be paid. Except
as otherwise expressly provided in Section 2.03 or Article 13, in the case of any Security (or any
part thereof) which is converted, interest payable on an Interest Payment Date after the date of
conversion of such Security (or such part thereof) shall not be payable.



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     Subject to the foregoing provisions of this Section, 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. The provisions of this Section 2.14 may be modified in the Securities of any
series issued hereunder or by supplemental indenture.



ARTICLE 3.

REDEMPTION AND PREPAYMENT




     Section 3.01 APPLICABILITY OF ARTICLE



     The provisions of this Article are applicable to the Securities of any series which are
redeemable before their maturity except as otherwise specified as contemplated by Section 2.02 for
Securities of such series or in any supplemental indenture.



     Section 3.02 SELECTION OF SECURITIES TO BE REDEEMED



     If less than all of the Securities of any series are to be redeemed at any time, the Trustee
will select the Securities of such series to be redeemed among the Holders of the Securities of
such series in compliance with the requirements of the principal national securities exchange, if
any, on which the Securities of such series are listed or, if the Securities of such series are not
so listed, to be redeemed among the Holders of Securities of such series on a pro rata basis, by
lot or by such other method as the Trustee deems fair and appropriate; provided, however, that no
Securities of $1,000 or less shall be redeemed in part. In the event of partial redemption by lot,
the particular Securities of such series to be redeemed shall be selected, unless otherwise
provided herein or in the Securities of such series or in a supplemental indenture or otherwise
agreed by the Company and the Trustee by the Trustee from the Outstanding Securities of the series
not previously called for redemption.



     The Trustee shall promptly notify the Company in writing of the Securities selected for
redemption and, in the case of any Security selected for partial redemption, the principal amount
thereof to be redeemed. Securities and portions of Securities selected shall be in amounts of
$1,000 or whole multiples of $1,000; except that if all of the Securities of a series of a Holder
are to be redeemed, the entire outstanding amount of Securities of such series held by such Holder,
even if not a multiple of $1,000, shall be redeemed. A new Security of the same series in
principal amount equal to the unredeemed portion thereof shall be issued in the name of the Holder
thereof upon cancellation of the original Security. Securities called for redemption shall become
due on the redemption date. On and after the redemption date, interest will cease to accrue on the
Securities or portions of them called for redemption. Except as provided in this Section 3.02,
provisions of this Indenture that apply to Securities called for redemption shall also apply to
portions of Securities called for redemption.



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     Section 3.03 NOTICE OF REDEMPTION



     At least 30 days but not more than 60 days before a redemption date, the Company shall mail or
cause to be mailed, by first class mail, a notice of redemption to each Holder whose Securities are
to be redeemed at its registered address.



     The notice shall identify the Securities to be redeemed, including the series thereof, and
shall state:



          (i) the redemption date;




          (ii) the redemption price;




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




          (iv) that Securities called for redemption must be surrendered to the Paying Agent to collect
the redemption price;




          (v) that, unless the Company defaults in making such redemption payment, interest on
Securities called for redemption will cease to accrue on and after the redemption date;




          (vi) as to any Security being redeemed in part, the portion of the principal amount of such
Security to be redeemed and that, after the redemption date upon surrender of such Security, a new
Security or Securities of the same series in principal amount equal to the unredeemed portion shall
be issued upon cancellation of the original;




          (vii) the paragraph of the Securities and/or Section of this Indenture, any supplemental
indenture or any Securities pursuant to which the Securities called for redemption are being
redeemed; and




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




          At the Company’s request, the Trustee shall give the notice of redemption in the Company’s
name and at the Company’s expense; provided, however, that the Company shall have delivered to the
Trustee, at least 30 days prior to the redemption date (unless a shorter period is satisfactory to
the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding paragraph.




     Section 3.04 EFFECT OF NOTICE OF REDEMPTION



     Once notice of redemption is mailed in accordance with Section 3.03 hereof, Securities called
for redemption become irrevocably due and payable on the redemption date at the redemption price.



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     Section 3.05 DEPOSIT OF REDEMPTION PRICE



     No later than 12:00 p.m. (noon), Eastern Time, on any redemption date, the Company shall
deposit with the Trustee or with the Paying Agent (or if the Company is acting as Paying Agent, the
Company shall segregate and hold in trust for the Persons entitled to such sums) money in
immediately available funds sufficient to pay the redemption price of and accrued interest, if any,
on all Securities to be redeemed on that date. The Trustee or the Paying Agent shall promptly
return to the Company any money deposited with the Trustee or the Paying Agent by the Company in
excess of the amounts necessary to pay the redemption price of, and accrued interest on, all
Securities to be redeemed.



     Section 3.06 SECURITIES REDEEMED IN PART



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



     Section 3.07 MANDATORY REDEMPTION; SINKING FUND



     The Company shall not be required to make mandatory redemption or sinking fund payments with
respect to the Securities, unless otherwise specified in the terms of a particular series of
Securities or in a supplemental indenture.



ARTICLE 4.

COVENANTS




     Section 4.01 PAYMENT OF SECURITIES



     The Company shall pay or cause to be paid the principal of, premium, if any, and interest on
the Securities on the dates and in the manner provided in the Securities. Principal, premium, if
any, and interest shall be considered paid on the date due if the Paying Agent, if other than the
Company or a Subsidiary thereof, holds as of 12:00 p.m. (noon), Eastern Time, on the due date
money deposited by the Company in immediately available funds and designated for and sufficient to
pay all principal, premium, if any, and interest then due. If the Company is the Paying Agent,
principal, premium, if any, and interest shall be considered paid on the date due if it has
segregated and held in trust for the benefit of the Persons entitled thereto a sum sufficient to
pay the principal, premium, if any, and interest so becoming due until such sums are paid to such
Persons.



     Section 4.02 MAINTENANCE OF OFFICE OR AGENCY



     In satisfaction of Section 2.06, the Company shall maintain a Registrar or co-Registrar which
shall be an office or agency (and which may be an office of the Trustee or an affiliate of the
Trustee) where Securities may be surrendered for registration of transfer, or for exchange, and
where notices and demands to or upon the Company in respect of the Securities and this



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Indenture may be served. The Company shall maintain a Paying Agent (which may be an office of
the Trustee or an affiliate of the Trustee or the Registrar or a co-Registrar) where Securities may
be surrendered for payment. If but only if Securities of any series are convertible, the Company
shall maintain a Conversion Agent (which may be an office of the Trustee or the Registrar or a
co-Registrar or the Paying Agent) where Securities may be surrendered for conversion. The Company
shall give prompt written notice to the Trustee of the location, and any change in the location, of
any such office or agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Trustee’s principal agency, which
currently is located at                     .



     The Company may also from time to time designate one or more other offices or agencies where
the Securities may be presented or surrendered for any or all such purposes and may from time to
time rescind such designations. The Company shall give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such other office or
agency.



     Section 4.03 REPORTS



     The Company shall file with the Trustee and the Commission, and transmit to Holders, such
information, documents and other reports, and such summaries thereof, as may be required pursuant
to the TIA at the times and in the manner provided pursuant to the TIA; provided, however, that any
such information, documents or reports required to be filed with the Commission pursuant to Section
13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so
requested to be filed with the Commission.



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



     Section 4.04 COMPLIANCE CERTIFICATE



     The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of
the Company ending after the date hereof, an Officers’ Certificate, stating whether or not to the
best knowledge of the signers thereof the Company is in default in the performance and observance
of any of the terms, provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be in default,
specifying all such defaults and the nature and status thereof of which they may have knowledge.



     Section 4.05 EXISTENCE



     Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect its existence and rights (charter and statutory) as a



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corporation; provided, however, that the Company shall not be required to preserve any such
right as a corporation, if the Board of Directors shall determine, that the preservation thereof is
no longer desirable in the conduct of the business of the Company, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders of the Securities.



     Section 4.06 MODIFICATION OF COVENANTS



     The covenants in this Article 4 may be modified as to the Securities of any series in the
manner set forth in such Securities or by Supplemental Indenture.



ARTICLE 5.

SUCCESSORS




     Section 5.01 MERGER, CONSOLIDATION, OR SALE OF ASSETS



     The Company may consolidate or merge with or into, convert itself into, or sell, assign,
transfer, lease, convey or otherwise dispose of (including any such disposition that might be
deemed to occur as a result of the conversion of the Company into another form of organization) all
or substantially all of its properties or assets in one or more related transactions, to another
Person (other than an individual, a government or an agency or political subdivision of a
government), but only if (a) either (i) the Company is the surviving entity or (ii) the Person
formed by or surviving any such consolidation, merger or conversion (if other than the Company) or
to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been
made is either (A) a Person organized or existing under the laws of the United States, any state
thereof or the District of Columbia or (B) if not organized in any such jurisdiction, then (1) such
Person agrees to be subject to the service of process laws of the State of New York, and (2) under
the laws of such Person’s jurisdiction of organization, payments on the Securities would not be
subject to withholding tax; (b) the Person formed by or surviving any such consolidation, merger or
conversion (if other than the Company) or the Person to which such sale, assignment, transfer,
lease, conveyance or other disposition shall have been made assumes all the obligations of the
Company under the Securities and this Indenture pursuant to a supplemental indenture in a form
reasonably satisfactory to the Trustee; and (c) immediately after such transaction no Default or
Event of Default exists. If the Company requests the Trustee to enter into any supplemental
indenture, or to take any other action, as a result of such consolidation, merger, sale,
assignment, transfer, lease, conveyance or other disposition, the Company will also furnish to the
Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that the conditions
precedent set forth in this Section 5.01 have been complied with.



     Section 5.02 SUCCESSOR PERSON SUBSTITUTED



     Upon any consolidation, merger or conversion, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the assets of the Company in
accordance with Section 5.01 hereof, the successor Person formed by such consolidation or into or
with which the Company is merged or converted or to which such sale, assignment, transfer, lease,
conveyance or other disposition is made shall succeed to, and be substituted for the



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Company (so that from and after the date of such consolidation, merger, conversion, sale,
lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company”
shall refer instead to the successor Person and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such successor Person had
been named as the Company herein and the predecessor Company shall be relieved of all obligations
and covenants under this Indenture and the Securities.



ARTICLE 6.

DEFAULTS AND REMEDIES




     Section 6.01 EVENTS OF DEFAULT



     Except as may otherwise be provided in the Securities of any series or a supplemental
indenture, an “Event of Default,” with respect to Securities of any series shall have occurred if:



          (a) the Company defaults in the payment when due of interest on, or with respect to, any
Security of that series and such default continues for a period of 30 days;




          (b) the Company defaults in the payment when due of principal of or premium, if any, on, or
sinking fund payment, if any, with respect to, any Security of that series when the same becomes
due and payable at maturity, upon redemption or otherwise;




          (c) the Company fails to observe or perform any other covenant, representation, warranty or
other agreement in this Indenture, with respect to any Security of that series for 90 days after
notice to comply;




          (d) the Company, pursuant to or within the meaning of any Bankruptcy Law:




               1. commences a voluntary case,



               2. consents to the entry of an order for relief against it in an involuntary case,



               3. consents to the appointment of a custodian of it or for all or substantially all of its
property,



               4. makes a general assignment for the benefit of its creditors, or



               5. generally is not paying its debts as they become due; and



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




               1. is for relief against the Company in an involuntary case;



               2. appoints a custodian of the Company for all or substantially all of the property of the
Company; or



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               3. orders the liquidation of the Company;


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




     The term “custodian” as used in this Article 6 means any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law.



     A Default under clause (c) with respect to the Securities of any series is not an Event of
Default unless and until the Trustee notifies the Company, or the Holders of at least 25% in
principal amount of the then Outstanding Securities of such series notify the Company and the
Trustee, of the Default and the Company does not cure the Default within 60 days after receipt of
the notice. The notice must specify the Default, demand that it be remedied and state that the
notice is a “Notice of Default.”



     Section 6.02 ACCELERATION



     If any Event of Default with respect to any series of Securities (other than an Event of
Default specified in clause (d) or (e) of Section 6.01 hereof) occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then Outstanding Securities of
such series may declare all the Securities of such series to be due and payable immediately. Upon
any such declaration, the principal of, premium, if any, and accrued and unpaid interest with
respect to the Securities of all such series shall become due and payable immediately.
Notwithstanding the foregoing, if an Event of Default specified in clause (d) or (e) of Section
6.01 hereof occurs with respect to the Company, all Outstanding Securities of all series shall be
due and payable immediately without further action or notice, provided, however, that the payment
of principal and interest on such Securities shall remain subordinated to the extent provided in
Article 11.



     Section 6.03 OTHER REMEDIES



     If an Event of Default occurs and is continuing, the Trustee may, subject to Article 11,
pursue any available remedy to collect the payment of principal, premium, if any, and interest on
the Securities or to enforce the performance of any provision of the Securities or this Indenture.



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



     Section 6.04 WAIVER OF PAST DEFAULTS; RESCISSION OF ACCELERATION



     Holders of a majority in aggregate principal amount of the then Outstanding Securities of a
series may, by notice to the Trustee on behalf of the Holders of all of the Securities of such
series, waive an existing Default or Event of Default and its consequences hereunder (including in
connection with an offer to purchase or exchange), except a
continuing Default or Event of Default in the payment of the principal of, premium, if any, interest on, or any sinking fund



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payment, if any, with respect to, the Securities of such series, and except a continuing Default or
Event of Default under any provision of this Indenture that, under Section 10.02, cannot be
modified or waived without the consent of a greater number of Holders or of each Holder affected.
Upon any such waiver, such Default or Event of Default 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 to such subsequent Default or Event of Default.
The Holders of a majority in aggregate principal amount of the then Outstanding Securities of a
series may also rescind an acceleration and its consequences with respect to all Holders of
Outstanding Securities of such series, including any related payment default that resulted from
such acceleration, but not including any other payment default.



     Section 6.05 CONTROL BY MAJORITY



     Holders of a majority in principal amount of the then Outstanding Securities of a series as to
which an Event of Default or a Default has occurred may direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it; provided, however, that



          1. such direction shall not be in conflict with any law or rule or with this Indenture;




          2. the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction; and




          3. the 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.




     Section 6.06 LIMITATION ON SUITS



     A Holder of a Security of any series may pursue a remedy with respect to this Indenture or the
Securities of such series only if:



          (a) the Holder of a Security of such series gives to the Trustee written notice of a
continuing Event of Default;




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




          (c) such Holder or Holders offer to indemnify and, if requested by the Trustee, provide
indemnity satisfactory to the Trustee against any loss, liability or expense relating to such
action;




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




- 28 -









 








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




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



     Section 6.07 RIGHTS OF HOLDERS OF SECURITIES TO RECEIVE PAYMENT AND TO CONVERT



     Notwithstanding any other provision of this Indenture, the right of any Holder of a Security
of any series to receive payment of principal, premium, if any, and interest on such Security on or
after the respective due dates expressed in such Security (including in connection with an offer to
purchase), to convert such Security in accordance with Article 13, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.



     Section 6.08 COLLECTION SUIT BY TRUSTEE



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



     Section 6.09 TRUSTEE MAY FILE PROOFS OF CLAIM



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



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



     Section 6.10 PRIORITIES



     Subject to Article 11, if the Trustee collects any money or other property pursuant to this
Article, it shall pay out the money or other property in the following order:



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



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



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



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



     Section 6.11 UNDERTAKING FOR COSTS



     In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a suit by the
Trustee, a suit by a Holder of a Security pursuant to Section 6.07 hereof, or a suit by Holders of
more than 10% in principal amount of the then Outstanding Securities of any series.



ARTICLE 7.

TRUSTEE




     Section 7.01 DUTIES OF TRUSTEE



          (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of
the rights and powers vested in it by this Indenture or an indenture supplemental

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hereto, and use the same degree of care and skill in its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of its own affairs.




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




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



               2. in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of this Indenture. However,
the Trustee shall examine the certificates and opinions to determine whether or not they conform to
the requirements of this Indenture.



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




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



               2. the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proven that the Trustee was negligent in ascertaining the
pertinent facts; and



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



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




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




     Section 7.02 RIGHTS OF TRUSTEE



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




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          (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The 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 from liability in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon.




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




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




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




          (f) No provision of this Indenture shall require the Trustee to expend or risk its own funds
or incur any liability. The 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 unless such
Holders have offered to the Trustee reasonable security or indemnity satisfactory to it against the
costs, expenses and liabilities that might be incurred by it in compliance with such request or
direction.




     Section 7.03 INDIVIDUAL RIGHTS OF TRUSTEE



     The Trustee in its individual or any other capacity may become the owner or pledgee of
Securities and may otherwise deal with the Company or any Affiliate of the Company with the same
rights it would have if it were not Trustee. However, in the event that the Trustee acquires any
conflicting interest (within the meaning of TIA § 310(b)) it must eliminate such conflicting
interest within 90 days after Default, apply to the SEC for permission to continue as trustee, or
resign. Any Agent may do the same with like rights and duties.



     Section 7.04 TRUSTEE’S DISCLAIMER



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



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     Section 7.05 NOTICE OF DEFAULTS



     If a Default or Event of Default occurs and is continuing and if a Responsible Officer of the
Trustee has actual knowledge of such Default or Event of Default, the Trustee shall mail to Holders
of Securities a notice of the Default or Event of Default within 90 days after it occurs.



     Except in the case of a Default or Event of Default in payment of principal of, or interest
on, any Security, the Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in the interests of
the Holders of the Securities.



     Section 7.06 REPORTS BY TRUSTEE TO HOLDERS OF THE SECURITIES



     On
or before
                     ___ of each year, beginning with the                      ___ following the date
on which Securities are first issued under this Indenture, and for so long as Securities remain
Outstanding, the Trustee shall mail to the Holders of the Securities a brief report dated as of
such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has
occurred within the twelve months preceding the reporting date, no report need be transmitted).
The Trustee also shall comply with TIA § 313(b)(2). The Trustee will also transmit by mail all
reports as required by TIA § 313(c). A copy of each report at the time of its mailing to the
Holders of Securities shall be mailed to the Company and filed with the SEC and each stock exchange
on which the Securities are listed in accordance with TIA § 313(d). The Company shall promptly
notify the Trustee when the Securities are listed on any stock exchange.



     Section 7.07 COMPENSATION AND INDEMNITY



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



     The Company shall indemnify the Trustee against any and all losses, liabilities or expenses
incurred by it arising out of or in connection with the acceptance or administration of its duties
under this Indenture, including the costs and expenses of enforcing this Indenture against the
Company (including this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any such loss, liability
or expense may be attributable to its negligence or willful misconduct. The Trustee shall notify
the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so
notify the Company shall not relieve the Company of its obligations hereunder. The Company shall
defend the claim, and the Trustee shall cooperate in the defense. The Trustee may have separate
counsel, and the Company shall pay the reasonable fees and



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expenses of such counsel. The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld.



     The obligations of the Company under this Section 7.07 shall survive the satisfaction and
discharge of this Indenture, and the removal or resignation of the Trustee.



     To secure the Company’s payment obligations in this Section, the Trustee shall have a lien
prior to the Securities on all money or property held or collected by the Trustee, except that held
in trust to pay principal of, premium, if any, and interest on particular Securities. Such lien
shall survive the satisfaction and discharge of this Indenture.



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



     Section 7.08 REPLACEMENT OF TRUSTEE



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



     The Trustee may resign with respect to one or more or all series of Securities at any time and
be discharged from the trust hereby created by so notifying the Company in writing. The Holders of
a majority in principal amount of the then Outstanding Securities of any series may remove the
Trustee with respect to such series by so notifying the Trustee and the Company in writing. The
Company may remove the Trustee if:



          (a) the Trustee ceases to be eligible in accordance with Section 7.10 hereof;




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




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




          (d) the Trustee becomes incapable of acting.




     If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Company shall promptly appoint a successor Trustee. Within one year after the
successor Trustee takes office, the Holders of a majority in principal amount of the then
Outstanding Securities of a series may appoint a successor Trustee to replace the successor Trustee
appointed by the Company with respect to that series of Securities.



     If a successor Trustee does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in



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principal amount of the then Outstanding Securities of all series issued under this Indenture
may petition any court of competent jurisdiction for the appointment of a successor Trustee.



     If the Trustee, after written request by any Holder of a Security who has been a Holder of a
Security for at least six months, ceases to be eligible in accordance with Section 7.10, such
Holder of a Security may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.



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



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



     Section 7.09 SUCCESSOR TRUSTEE BY MERGER, ETC.



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



     Section 7.10 ELIGIBILITY; DISQUALIFICATION



     There shall at all times be a Trustee hereunder that is a corporation organized and doing
business under the laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trust powers, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of at least $50,000,000
as set forth in its most recent published annual report of condition.



     This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1),
(2) and (5). The Trustee is subject to TIA § 310(b); provided, however, that there



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shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under
which other securities, or certificates of interest or participation in other securities, of the
Company are Outstanding, if the requirements for such exclusion set forth in TIA § 310(b)(1) are
met.



Section 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY




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



ARTICLE 8.

SATISFACTION AND DISCHARGE




     Section 8.01 SATISFACTION AND DISCHARGE



          (a) The obligations of the Company under this Indenture shall terminate with respect to the
Securities of one or more series (except those obligations referred to in Section 8.01(b), (1) if
(i) all Securities of such series theretofore authenticated and delivered (except Securities that
have been replaced pursuant to Section 2.10 or paid and Securities whose payment in cash has
theretofore been deposited with the Trustee or a Paying Agent or segregated and held in trust by
the Company and thereafter repaid to the Company or discharged from such trust as provided in
Section 9.06) have been delivered to the Trustee for cancellation; and (ii) the Company has paid
all sums payable by it hereunder or under the applicable Board Resolution or indenture supplemental
hereto in respect of such series of Securities not in violation of Article 11; or (2) if (i) either
(A) in the case of a series of Securities redeemable prior to its stated maturity, the Company,
pursuant to Article 3, has given notice to the Trustee and mailed a notice of redemption to each
Holder of Securities of such series of the redemption of all of such Securities under arrangements
satisfactory to the Trustee for the giving of such notice or (B) all Securities of such series have
otherwise become due and payable hereunder or will become due and payable within one year; (ii) the
Company has irrevocably deposited or caused to be deposited with the Trustee or the Paying Agent
(or if the Company is acting as Paying Agent, the Company has segregated and held), as trust funds
in trust solely for the benefit of the Holders of Securities of such series for that purpose,
either (A) an amount of cash in United States dollars, (B) non-callable U.S. Government Obligations
which, through scheduled payment of principal and interest in respect thereof in accordance with
their terms, will provide, not later than one Business Day before the due date of any payment of
principal of, premium, if any, or interest on the Securities of such series, cash in an amount, or
(C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for the principal of, premium, if any, and interest on
the Outstanding Securities of such series 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
not in violation of Article 11; and (iii) the Company shall have paid all other sums payable by it
hereunder in respect of Securities of such series.




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          (b) Notwithstanding Section 8.01(a), the Company’s obligations in Sections 2.08, 2.09, 2.10,
2.11, 4.01 and 4.02 shall survive with respect to the Securities of the applicable series until the
sums held in trust pursuant to Section 8.01(a) are made available to the Holder’s of the Securities
of such series on the Stated Maturity Date. Sections 7.07, 9.06 and 9.07 shall survive such
discharge of the Company’s other obligations pursuant to the preceding sentence in respect of
Securities of the applicable series.




          (c) After such delivery or irrevocable deposit, and delivery to the Trustee of an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions precedent set forth in
Section 8.1(a) above relating to the satisfaction and discharge of this Indenture have been
complied with, the Trustee upon request shall acknowledge in writing the discharge of the Company’s
obligations under the Securities of the applicable series and the Company’s obligations under this
Indenture with respect to the Securities of such series, except for those surviving obligations
specified above.




     Section 8.02 APPLICATION OF TRUST MONEY; EXCESS AMOUNTS



          (a) All money and U.S. Government Obligations deposited with the Trustee or Paying Agent (or
if the Company is the Paying Agent, segregated and held in trust by the Company) pursuant to
Section 8.01 shall be held in trust and applied by such Person, in accordance with the provisions
of the Securities and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee. All such money and U.S. Government Obligations deposited with
the Trustee, Paying Agent (or if the Company is Paying Agent, so segregated and held in trust) in
compliance with the provisions of Article 11, shall be held in trust for the Holders of Securities,
the Trustee and the Paying Agent, as applicable, and shall not be subject to the subordination
provisions of Article 11.




          (b) Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon the request of the Company any money (including any
interest) or non-callable U.S. Government Obligations held by it as provided in this Article 8
which, in the opinion of a nationally recognized firm of independent public accountants expressed
in a written certification thereof delivered to the Trustee, is in excess of the amount thereof
that would then be required to be deposited to effect a satisfaction and discharge of the
applicable series.




ARTICLE 9.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE




     Section 9.01 OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE



     The Company may, at the option of its Board of Directors evidenced by a resolution set forth
in an Officers’ Certificate, at any time, elect to have either Section 9.02 or 9.03 hereof, with



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such modifications thereto as may be specified in the Board Resolution or supplemental
indenture establishing a particular series of Securities, be applied to all Outstanding Securities
of one or more series upon compliance with the conditions set forth below in this Article 9.



     Section 9.02 LEGAL DEFEASANCE AND DISCHARGE



     Upon the Company’s exercise under Section 9.01 hereof of the option applicable to this Section
9.02 relating to one or more series of Securities, the Company shall, upon the satisfaction of the
conditions set forth in Section 9.04 hereof, be deemed to have been discharged from its obligations
with respect to all Outstanding Securities of such series on the date the conditions set forth
below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means
that the Company shall be deemed to have paid and discharged the entire indebtedness represented by
the Outstanding Securities of the applicable series, except as set forth in Section 9.05 hereof and
the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of
its other obligations under the Securities of the applicable series and under the provisions of
this Indenture applicable to such series (and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging the same), except for the following
provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights
of Holders of Outstanding Securities of the applicable series to receive solely from the trust fund
described in Section 9.04 hereof, and as more fully set forth in such Section, payments in respect
of the principal of, premium, if any, and interest, on such Securities when such payments are due,
(b) the Company’s Obligations with respect to such Securities under Article 2 and Section 4.02
hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, and the
Company’s obligations in connection therewith and (d) this Article 9. The Securities of the
applicable series shall cease to be Outstanding for all purposes except as set forth in the
preceding sentence. Subject to compliance with this Article 9, the Company may exercise its option
under this Section 9.02 notwithstanding the prior exercise of its option under Section 9.03 hereof.



     Section 9.03 COVENANT DEFEASANCE



     Upon the Company’s exercise under Section 9.01 hereof of the option applicable to this Section
9.03 relating to one or more series of Securities, the Company shall, upon the satisfaction of the
conditions set forth in Section 9.04 hereof, be released from its obligations under the covenants
contained in Sections 4.03, 4.04, 4.05, 5.01, and 14.08 hereof with respect to the Outstanding
Securities of the applicable series, and under any other covenants specified in the supplemental
indenture or other terms of the applicable series as covenants to which this Section 9.03 apply, on
and after the date the conditions set forth below are satisfied (hereinafter, “Covenant
Defeasance”), and the Securities of the applicable series shall thereafter not be deemed
Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (or
the consequences of any thereof) in connection with such covenants, but shall continue to be deemed
Outstanding for all other purposes hereunder. For this purpose, Covenant Defeasance means that,
with respect to the Outstanding Securities of the applicable series, the Company may omit to comply
with and shall have no liability in respect of any term, condition or limitation set forth in any
such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any
such covenant or by reason of any reference in any such



- 38 -









 







covenant to any other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as
specified above, the remainder of this Indenture and such Securities shall be unaffected thereby.



     Section 9.04 CONDITIONS TO LEGAL OR COVENANT DEFEASANCE



     The following shall be the conditions to the application of either Section 9.02 or 9.03 hereof
to the Outstanding Securities of one or more series:



     In order to exercise either Legal Defeasance or Covenant Defeasance:



          (a) the Company must irrevocably deposit with the Trustee, (or another trustee satisfying the
requirements of Section 7.10, who shall agree to comply with the provisions of this Article 9
applicable to it) in trust, for the benefit of the Holders of the Securities of the applicable
series, (i) an amount of cash in United States dollars, (ii) non-callable U.S. Government
Obligations which, through scheduled payment of principal and interest in respect thereof in
accordance with their terms, will provide, not later than one Business Day before the due date of
any payment of principal of, premium, if any, or interest on the Securities of such series, cash in
an amount, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized
firm of independent public accountants, to pay the principal of, interest and premium, if any, on
the Outstanding Securities of the applicable series on the Stated Maturity or on the applicable
redemption date, as the case may be, and any mandatory sinking fund payments applicable to the
Securities of such series on the day on which such payments are due, and the Company must specify
whether the Securities of the applicable series are being defeased to maturity or to a particular
redemption date;




          (b) in the case of an election under Section 9.02 hereof, the Company shall have delivered to
the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee
confirming 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 this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based thereon such
Opinion of Counsel shall confirm that, the Holders of the Outstanding Securities of the applicable
series will not recognize income, gain or loss for federal income tax purposes as a result of such
Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Legal Defeasance had not occurred;




          (c) in the case of an election under Section 9.03 hereof, the Company shall have delivered to
the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee
confirming that the Holders of the Outstanding Securities of the applicable series will not
recognize income, gain or loss for federal income tax purposes as a result of such Covenant
Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such Covenant Defeasance had not occurred;




- 39 -









 








          (d) no Default or Event of Default shall have occurred and be continuing on the date of such
deposit (other than a Default or Event of Default resulting from the borrowing of funds to be
applied to such deposit); and




          (e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for or relating to the Legal
Defeasance or the Covenant Defeasance have been complied with.




     Section 9.05 DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER
MISCELLANEOUS PROVISIONS



     Subject to Section 9.06 hereof, all money and non-callable U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 9.05, the “Trustee”) pursuant to Section 9.04 hereof in
respect of the Outstanding Securities of the applicable series shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company acting as Paying Agent)
as the Trustee may determine, to the Holders of such Securities of all sums due and to become due
thereon in respect of principal, premium, if any, and interest, but such money need not be
segregated from other funds except to the extent required by law. Any amounts so deposited with
the Trustee in compliance with Article 11 shall be held in trust by the Trustee for the purposes
set forth in the preceding sentence and shall not be subject to the subordination provisions of
Article 11.



     The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to
Section 9.04 hereof or the principal and interest received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of the Outstanding
Securities of the applicable series.



     Anything in this Article 9 to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company from time to time upon the request of the Company any money or non-callable U.S.
Government Obligations held by it as provided in Section 9.04 hereof which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under Section 9.04(a) hereof),
are in excess of the amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance of the applicable series.



     Section 9.06 REPAYMENT TO COMPANY



     Any money and U.S. Government Obligations deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of, premium, if any, or
interest on any Security and remaining unclaimed for one year after such principal, and premium, if
any, or interest has become due and payable shall be paid to the Company on its request or (if then
held by the Company) shall be discharged from such trust; and the Holder of such Security shall
thereafter look only to the Company for payment thereof, and all liability of



- 40 -









 







the Trustee or such Paying Agent with respect to such money and U.S. Government Obligations,
and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that
the Trustee or such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in the New York Times and The Wall Street
Journal (national edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such notification or
publication, any unclaimed balance of such money then remaining will be repaid to the Company.



     Section 9.07 REINSTATEMENT



     If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable
U.S. Government Obligations deposited pursuant to Section 9.02 or 9.03 hereof, as the case may be,
by reason of any order or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, or if any amounts previously applied are required to be
returned to the Company or to any trustee in connection with any proceeding referred to in Section
6.01(d) or (e) then the obligations of the Company under this Indenture and the Securities shall be
revived and reinstated as though no deposit had occurred pursuant to Section 9.02 or 9.03 hereof
until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance
with Section 9.02 or 9.03 hereof, as the case may be; provided, however, that, if the Company makes
any payment of principal of, premium, if any, or interest on any Security following the
reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money held by the Trustee or Paying Agent.



ARTICLE 10.

AMENDMENT, SUPPLEMENT AND WAIVER




     Section 10.01 WITHOUT CONSENT OF HOLDERS OF SECURITIES



     Notwithstanding Section 10.02 of this Indenture, the Company and the Trustee may amend or
supplement this Indenture or the Securities without the consent of any Holder of a Security:



          (a) to evidence the succession of another Person to the Company, or successive successions,
and the assumption by the successor Person of the covenants, agreements and obligations of the
Company pursuant to Article 5 hereof;




          (b) to add to the covenants of the Company such further covenants, restrictions or conditions
or to add guarantees or security for the protection or 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 for the benefit of such series)
as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of
such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any
of such additional covenants, restrictions or conditions a default

- 41 -









 








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




          (c) to provide for the issuance under this Indenture of Securities in coupon form (including
Securities registrable as to principal only) and to provide for exchangeability of such Securities
with the Securities issued hereunder in fully registered form and to make all appropriate changes
for such purpose;




          (d) to provide for the issuance of uncertificated Securities in addition to or in place of
certificated Securities;




          (e) to cure any ambiguity or error or to correct or supplement any provision contained herein
or in any supplemental indenture which may be defective or inconsistent with any other provision
contained herein or in any supplemental indenture, or to make any other change in regard to matters
or questions arising under this Indenture; provided that any such action shall not adversely affect
in any material respect the interests of the Holders of such Securities;




          (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee
with respect to the Securities of one or more series and to add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08;




          (g) to provide for the issuance of and establish the form and terms and conditions of the
Securities of any series, to establish the form of any certifications required to be furnished
pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the
Holders of any series of Securities; or




          (h) to comply with the requirements of the SEC or to effect or maintain the qualification of
this Indenture under the TIA.




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



- 42 -









 







Indenture or otherwise, in which case the Trustee may in its discretion, but will not be
obligated to, enter into such amended or supplemental indenture.



     Section 10.02 WITH CONSENT OF HOLDERS OF SECURITIES



     Except as provided below in this Section 10.02, the Company and the Trustee may amend or
supplement this Indenture, or the Securities of any series may be amended or supplemented, with the
consent of the Holders of a majority in principal amount of the Securities then Outstanding of all
series affected by such amendment or supplemental indenture treating the Holders of all such
Securities as a single class (including, without limitation, consents obtained in connection with a
purchase of, or tender offer or exchange offer for, Securities), and, subject to Sections 6.04 and
6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in
the payment of the principal of, premium, if any, or interest on the Securities) or compliance with
any provision of this Indenture or the Securities of such series may be waived with the consent of
the Holders of a majority in principal amount of the Securities then Outstanding of all series
affected by such waiver treating the Holders of all such Securities as a single class (including,
without limitation, consents obtained in connection with a purchase of, or tender offer or exchange
offer for the Securities).



     Upon the request of the Company accompanied by a copy of a Board 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 the certificate, authorizing the
execution of any such amended or supplemental indenture, and upon the filing with the Trustee of
evidence satisfactory to the Trustee of the consent of the Holders of Securities of each such
series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b)
hereof, the Trustee will join with the Company in the execution of such amended or supplemental
indenture unless such amended or supplemental indenture adversely affects the Trustee’s own rights,
duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may
in its discretion, but will not be obligated to, enter into such amended or supplemental indenture.



     It will not be necessary for the consent of the Holders of Securities under this Section 10.02
to approve the particular form of any proposed amendment or waiver, but it will be sufficient if
such consent approves the substance thereof.



     After an amendment, supplement or waiver under this Section 10.02 becomes effective, the
Company will mail to the Holders of Securities of each series affected thereby a notice briefly
describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or
any defect therein, will not, however, in any way impair or affect the validity of any such amended
or supplemental indenture or waiver.



     However, without the consent of each Holder of Securities affected an amendment or waiver may
not:



          (a) reduce the principal amount of the Securities of any series whose Holders must consent to
an amendment, supplement or waiver;




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          (b) reduce the principal of or change the fixed maturity of the principal of, premium, if any,
or mandatory sinking fund obligation, if any, with respect to any Securities of any series or alter
the provisions with respect to the redemption of the Securities of any series;




          (c) reduce the rate of or change the time for payment of interest, including default interest,
on any Security of any series;




          (d) waive a Default or Event of Default in the payment of principal of or interest or premium,
if any, on the Securities of any series (except a rescission of acceleration of the Securities by
the Holders of a majority in aggregate principal amount of the Securities of any one or more
affected series and a waiver of the payment default that resulted from such acceleration);




          (e) make any Security of any series payable in currency other than that stated in the
Securities of such series;




          (f) make any change in the provisions of this Indenture relating to waivers of past Defaults
or the rights of Holders of Securities of a series to receive payments of principal of or interest
or premium, if any, on the Securities of a series;




          (g) waive a redemption payment with respect to any Security of a series; or




          (h) make any change in Section 6.04 or 6.07 hereof or in the amendment and waiver provisions
of Section 10.01 or this Section 10.02.




     Section 10.03 COMPLIANCE WITH TRUST INDENTURE ACT



     Every amendment or supplement to this Indenture or the Securities shall be set forth in an
amended or supplemental indenture that complies with the TIA as then in effect.



     Section 10.04 REVOCATION AND EFFECT OF CONSENTS



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



     Section 10.05 NOTATION ON OR EXCHANGE OF SECURITIES



     The Trustee may place an appropriate notation about an amendment, supplement or waiver on any
Securities thereafter authenticated. The Company in exchange for all Securities



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may issue and the Trustee shall authenticate new Securities that reflect the amendment,
supplement or waiver.



     Failure to make the appropriate notation or to issue new Securities shall not affect the
validity and effect of such amendment, supplement or waiver.



     Section 10.06 TRUSTEE TO SIGN AMENDMENTS, ETC.



     The Company may not sign an amendment or supplemental indenture until its Board of Directors
approves it. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to
this Article 10 if the amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. In signing such amendment or supplemental indenture, the
Trustee shall be entitled to receive and shall be fully protected in relying upon, an Officers’
Certificate and an Opinion of Counsel as conclusive evidence that such amendment or supplemental
indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and
that it will be valid and binding upon the Company in accordance with its terms.



ARTICLE 11.

SUBORDINATION




     Section 11.01 AGREEMENT TO SUBORDINATE



          (a) The Company agrees, and each Holder by accepting a Security agrees, that the Indebtedness
evidenced by the Securities is subordinated in right of payment, to the extent and in the manner
provided in this Article, to the prior payment in full of all Senior Debt (whether Outstanding on
the date hereof or hereafter created, incurred, assumed or guaranteed), and that the subordination
is for the benefit of the holders of Senior Debt.




          (b) If any holder of Senior Debt is required by any court or otherwise to return to the
Company, or any Custodian, trustee, or similar official acting in relation to the Company, any
amount paid by the Company to such holder of Senior Debt, the provisions of this Article 11, to the
extent theretofore discharged, shall be reinstated in full force and effect.




     Section 11.02 CERTAIN DEFINITIONS RELATED TO SUBORDINATION



     “Designated Senior Debt” means (i) the Senior Bank Debt and (ii) any other Senior Debt that
has been designated by the Company as “Designated Senior Debt.”



     “Representative” means (i) the indenture trustee or other trustee, agent or representative for
holders of Senior Debt or (ii) with respect to any Senior Debt that does not have any such trustee,
agent or other representative, (a) in the case of such Senior Debt issued pursuant to an agreement
providing for voting arrangements as among the holders or owners of such Senior Debt, any holder or
owner of such Senior Debt acting with the consent of the required persons



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necessary to bind such holders or owners of such Senior Debt and (b) in the case of all other
such Senior Debt, the holder or owner of such Senior Debt.


A “distribution” may consist of cash, securities or other property, by set-off or otherwise.




     Section 11.03 LIQUIDATION; DISSOLUTION; BANKRUPTCY



     Upon any distribution to creditors of the Company in a liquidation or dissolution of the
Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating
to the Company or its property, an assignment for the benefit of creditors or any marshalling of
the Company’s assets and liabilities:



          (a) holders of Senior Debt shall be entitled to receive payment in full of all Obligations due
in respect of such Senior Debt (including interest after the commencement of any such proceeding at
the rate specified in the applicable Senior Debt) before the Holders of Securities shall be
entitled to receive any payment with respect to the Securities (except that Holders may receive (i)
securities that are subordinated to at least the same extent as the Securities to (a) Senior Debt
and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions
made from any defeasance trust created pursuant to Section 9.05 hereof and any amount deposited
with the Trustee pursuant to Section 8.01); and




          (b) until all Obligations with respect to Senior Debt (as provided in subsection (a) above)
are paid in full, any distribution to which the Holders of Securities would be entitled but for
this Article shall be made to holders of Senior Debt (except that Holders may receive (i)
securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt
and (B) any securities issued in exchange for Senior Debt and (ii) payments and other distributions
made from any defeasance trust created pursuant to Section 9.05 hereof and any amount deposited
with the Trustee pursuant to Section 8.01).




     Section 11.04 DEFAULT ON DESIGNATED SENIOR DEBT



          (a) The Company may not make any payment or distribution to the Trustee or any Holder in
respect of the Securities and may not acquire from the Trustee or any Holder any Securities for
cash or property (other than (1) securities that are subordinated to at least the same extent as
the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2)
payments and other distributions made from any defeasance trust created pursuant to Section 9.05
hereof and any amount deposited with the Trustee pursuant to Section 8.01) until all principal and
other Obligations with respect to the Senior Debt have been paid in full if:




               (i) a default in the payment of the principal of, premium, if any, or interest on Designated
Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture
or other document governing such Designated Senior Debt; or



               (ii) a default, other than a default specified in Section 11.04(a)(1), on Designated Senior
Debt occurs and is continuing with respect to Designated Senior Debt that then permits holders of
the Designated Senior Debt as to which such default relates to accelerate



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its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”)
from a Representative for such Designated Senior Debt. If the Trustee receives any such Payment
Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this
Section unless and until at least 360 days shall have elapsed since the effectiveness of the
immediately prior Payment Blockage Notice. No default described in this paragraph (2) that existed
or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be,
or be made to be, the basis for a subsequent Payment Blockage Notice.



          (b) The Company will resume payments on and distributions in respect of the Securities and may
acquire them:




               1. in the case of a default described in Section 11.04(a)(1), upon the date on which the
default is cured or waived, and



               2. in the case of a default referred to in Section 11.04(a)(2) hereof, the earlier of the date
on which such default is cured or waived or 179 days after the date on which the applicable Payment
Blockage Notice is received, unless the maturity of any Designated Senior Debt has been
accelerated, if this Article otherwise permits the payment, distribution or acquisition at the time
of such payment or acquisition.



     Section 11.05 ACCELERATION OF SECURITIES



     If payment of the Securities is accelerated because of an Event of Default, the Company will
promptly notify each Representative of Senior Debt of the acceleration.



     Section 11.06 WHEN DISTRIBUTION MUST BE PAID OVER



     In the event that the Trustee or any Holder receives any payment of any Obligations with
respect to the Securities at a time when the Trustee or such Holder, as applicable, has actual
knowledge that such payment is prohibited by Section 11.04 hereof, such payment shall be held by
the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and
delivered, upon written request, to, the holders of Senior Debt as their interests may appear or
their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt
may have been issued, as their respective interests may appear, for application to the payment of
all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such
Obligations in full in accordance with their terms, after giving effect to any concurrent payment
or distribution to or for the holders of Senior Debt.



     With respect to the holders of Senior Debt, the Trustee undertakes to perform only such
obligations on the part of the Trustee as are specifically set forth in this Article 11, and no
implied covenants or obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the Trustee shall pay over
or distribute to or on behalf of Holders or the Company or any other Person money or assets to
which any holders of Senior Debt shall be entitled by virtue of this Article 11, except if such
payment is made as a result of the willful misconduct or negligence of the Trustee.



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     Section 11.07 NOTICE BY COMPANY



     The Company shall promptly notify the Trustee and the Paying Agent of any facts known to the
Company that would cause a payment of any Obligations with respect to the Securities to violate
this Article, but failure to give such notice shall not affect the subordination of the Securities
to the Senior Debt as provided in this Article.



     Section 11.08 SUBROGATION



     After all Senior Debt is paid in full and until the Securities are paid in full, Holders shall
be subrogated (equally and ratably with all other Indebtedness pari passu with the Securities) to
the rights of holders of Senior Debt to receive distributions applicable to Senior Debt to the
extent that distributions otherwise payable to the Holders (and any holders of Indebtedness pari
passu with the Securities) have been applied to the payment of Senior Debt. A distribution made
under this Article to holders of Senior Debt that otherwise would have been made to Holders is not,
as between the Company and Holders, a payment by the Company on the Senior Debt.



     Section 11.09 RELATIVE RIGHTS



     This Article defines the relative rights of Holders and holders of Senior Debt. Nothing in
this Indenture shall:



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




          2. affect the relative rights of Holders and creditors of the Company other than rights of
Holders of the Securities in relation to holders of Senior Debt; or




          3. prevent the Trustee or any Holder from exercising its available remedies upon a Default or
Event of Default, subject to the rights of holders and owners of Senior Debt to receive
distributions and payments otherwise payable to Holders.




     If the Company fails because of this Article to pay principal of or interest on a Security on
the due date, the failure is still a Default or Event of Default, as applicable.



     Section 11.10 SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY



     No right of any holder of Senior Debt to enforce the subordination of the Indebtedness
evidenced by the Securities shall be impaired by any act or failure to act by the Company or any
Holder or by the failure of the Company or any Holder to comply with this Indenture.



     Section 11.11 DISTRIBUTION OR NOTICE TO REPRESENTATIVE



     Whenever a distribution is to be made or a notice given to holders of Senior Debt, the
distribution may be made or the notice given to their Representative on their behalf.



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     Upon any payment or distribution of assets of the Company referred to in this Article 11, the
Trustee and the Holders shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction or upon any certificate of any Representative for Senior Debt or of the
liquidating trustee or agent or other Person making any distribution to the Trustee or to the
Holders for the purpose of ascertaining the Persons entitled to participate in such distribution,
the holders of the Senior Debt and other Indebtedness of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article 11.



     Section 11.12 RIGHTS OF TRUSTEE AND PAYING AGENT



     Notwithstanding the provisions of this Article 11 or any other provision of this Indenture,
the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit
the making of any payment or distribution by the Trustee, and the Trustee and any Paying Agent may
continue to make payments on the Securities, unless the Trustee shall have received at the
Corporate Trust Office of the Trustee at least five Business Days prior to the date of such payment
written notice of facts that would cause the payment of any Obligations with respect to the
Securities to violate this Article or a Responsible Officer of the Trustee otherwise has actual
knowledge of such facts. Only the Company or a Representative may give the notice. Nothing in
this Article 11 shall impair the claims of, or payments to, the Trustee under or pursuant to
Section 7.07 hereof.



     The Trustee in its individual or any other capacity may hold Senior Debt with the same rights
it would have if it were not Trustee. Any Agent may do the same with like rights.



     Section 11.13 AUTHORIZATION TO EFFECT SUBORDINATION



     Each Holder of a Security by the Holder’s acceptance thereof authorizes and directs the
Trustee on the Holder’s behalf to take such action as may be necessary or appropriate to effectuate
the subordination as provided in this Article 11, and appoints the Trustee to act as the Holder’s
attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in Section 6.09 hereof at
least 30 days before the expiration of the time to file such claim, the agent under the Credit
Facility (or in the absence of such agent, the lender) is hereby authorized to file an appropriate
claim for and on behalf of the Holders of the Securities.



ARTICLE 12.

MEETINGS OF HOLDERS




     Section 12.01 PURPOSES FOR WHICH MEETING 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 12 to make, give or take any request, demand, authorization,



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direction, notice, consent, waiver or other Act to be made, given or taken by Holders of
Securities of such series.



     Section 12.02 CALL, NOTICE AND PLACE OF MEETINGS



          (a) The Trustee may at any time call a meeting of Holders of Securities of any series for any
purpose specified in Section 12.01, to be held at such time and at such place as the Trustee may
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 14.02, 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, by or 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 Trustee to call a meeting of the Holders of Securities of such series for any purpose specified
in Section 12.01 by written request setting forth in reasonable detail the Act or other action
proposed to be taken at the meeting, and the Trustee shall not have mailed 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 clause (a) of
this Section.




     Section 12.03 PERSONS ENTITLED TO VOTE AT MEETINGS



     To be entitled to vote at any meeting of Holders of Securities of any series, a Person must be
(a) a Holder of one or more Outstanding Securities of such series, or (b) 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. No vote may 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 will have no right to vote, except as a Holder of a
Security of such series or proxy. 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 Trustee and its counsel and any
representatives of the Company and its counsel.



     Section 12.04 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 Act is to be taken at such meeting with respect to a consent or waiver which
this Indenture (or any Board Resolution or indenture supplemental hereto establishing a series of
Securities hereunder) expressly provides may be given by the Holders of more or less than a
majority in principal amount of the Outstanding Securities of a series, the Persons entitled to
vote such 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



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time 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 determined by the chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any reconvened meeting, such reconvened meeting may be further adjourned as
determined by the chairman of the meeting prior to the adjournment of such adjourned meeting.
Notice of the reconvening of any such adjourned meeting shall be given as provided in Section
12.02(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. Notice of the reconvening of an adjourned
meeting shall state expressly the percentage, as provided above, of the principal amount of the
Outstanding Securities of such series which shall constitute a quorum.



     Except as otherwise provided in Section 6.02 or 10.02 (or in any Board Resolution or indenture
supplemental hereto establishing a series of Securities hereunder), any resolution presented to a
meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be
adopted only by the affirmative vote of the Holders of a majority in principal amount of the
Outstanding Securities of that series; provided, however, that, except as otherwise provided in
Section 6.02 or 10.02 (or in any Board Resolution or indenture supplemental hereto establishing a
series of Securities hereunder), any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which this Indenture or any supplemental
indenture expressly provides may be made, given or taken by the Holders of a specified percentage
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 such series.



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



     Section 12.05 DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS



     Notwithstanding any other provisions of this Indenture, the 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 1.05 and the appointment of any proxy shall be proved in the manner specified in Section
1.05. 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 1.05 or other proof.



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     The 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 12.02(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 at least a majority in principal amount of the Outstanding Securities of such series
represented at the meeting.



     Any meeting of Holders of Securities of any series duly called pursuant to Section 12.02 at
which a quorum is present may be adjourned from time to time by Persons entitled to vote at least 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 12.06 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 facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 12.02 and, if applicable, Section 12.04.
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 Trustee to be
preserved by the 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.



     Section 12.07 ARTICLE SUBJECT TO OTHER PROVISIONS



     Each provision of this Article 12 (whether or not expressly so stated) is subject to any other
provision of this Indenture (or any Board Resolution or supplemental indenture establishing a
series of Securities hereunder) that provides that Securities of different series constitute a
single class.



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ARTICLE 13.

CONVERSION OF SECURITIES




     Section 13.01 APPLICABILITY OF ARTICLE



     The Securities shall not be convertible unless otherwise specified in the Securities or the
applicable Indenture.



ARTICLE 14.

MISCELLANEOUS




     Section 14.01 TRUST INDENTURE ACT CONTROLS



     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. If any provision of
this Indenture limits, qualifies or conflicts with another provision which is required to be
included in this Indenture by the TIA, the required provision shall control.



     Section 14.02 NOTICES



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



	 	 	 	 	 
	     If to the Company:	 	 
	 
	 	 	 	 
	 

	 	AMREP Corporation	 	 
	 

	 	300 Alexander Park, Suite 204	 	 
	 

	 	Princeton, NJ 08540	 	 
	 

	 	Facsimile No.: (609) 716 – 8255	 	 
	 

	 	Attention: Chief Financial Officer	 	 
	 
	 	 	 	 
	     If to the Trustee:	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 






     The Company or the Trustee, by notice to the others may designate additional or different
addresses for subsequent notices or communications. Notices and demands to or upon the Company by
any Holders shall be made in accordance with Section 4.02.



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     Except as otherwise provided in this Indenture, any applicable Security or any supplemental
indenture, all notices and communications (other than those sent to Holders) shall be deemed to
have been duly given: at the time delivered by hand, if personally delivered; five Business Days
after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged or
confirmed, if telecopied; and the next Business Day after timely delivery to the courier, if sent
by overnight air courier guaranteeing next day delivery.



     Any notice or communication to a Holder shall be mailed by first class mail or by overnight
courier guaranteeing next day delivery to its address shown on the register kept by the Registrar.
Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the
extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders.



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



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



     Section 14.03 COMMUNICATION BY HOLDERS OF SECURITIES WITH OTHER HOLDERS OF SECURITIES



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



     Section 14.04 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT



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



          (a) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee
which shall include the statements set forth in Section 14.05 hereof; and




          (b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee which
shall include the statements set forth in Section 14.05 hereof.




     Section 14.05 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION



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



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




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          (ii) 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;




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




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




     Section 14.06 RULES BY TRUSTEE AND AGENTS



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



     Section 14.07 NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS



     No past, present or future director, officer, employee, incorporator or stockholder of the
Company, as such, shall have any liability for any obligations of the Company under the Securities,
this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Securities by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for issuance of the Securities.



     Section 14.08 STAY, EXTENSION AND USURY LAWS



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



     Section 14.09 GOVERNING LAW



     THE INTERNAL LAW OF THE [STATE OF NEW YORK] SHALL GOVERN AND BE USED TO CONSTRUE AND ENFORCE
THIS INDENTURE AND THE SECURITIES.



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     Section 14.10 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS



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



     Section 14.11 SUCCESSORS



     All agreements of the Company in this Indenture and the Securities shall bind its successors.
All agreements of the Trustee in this Indenture shall bind its successors.



     Section 14.12 SEVERABILITY



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



     Section 14.13 COUNTERPART ORIGINALS



     The parties may sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. This Indenture will be effective
when each party shall have signed and delivered (including delivery by facsimile transmission), one
or more counterparts to the other, but it shall not be necessary for both parties to sign the same
counterpart.



     Section 14.14 TABLE OF CONTENTS, HEADINGS, ETC.



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



[Signature Page Follows]




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SIGNATURES




     IN WITNESS WHEREOF, the parties have executed this Indenture as of the date first written
above.



	 	 	 	 	 	 	 
	 	 	AMREP CORPORATION
	 
	 	 	 	 
	 

	 	By
	 	 
 	 
	 

	 	
	 	 
 Name:	 
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	 	, 
	 	 	as Trustee
	 
	 	 	 	 
	 

	 	By
	 	 
 
	 

	 	 	 	 
 Name:
	 

	 	 	 	Title:






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EXHIBIT A




(Face of Note)




___% [Series           ] Subordinated Note due [                    ]




[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]




	 	 	 	 	 	 	 
	CUSIP:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	No:

	 	 	$	 	 	 






AMREP CORPORATION




     promises to pay to                      or registered assigns, the principal sum of                     
Dollars on                     .



     Interest Payment Dates:                     .



     Record Dates:                     .



	 	 	 	 	 
	AMREP CORPORATION	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






 









 





This is one of the




Notes referred to in the




within-mentioned Indenture:




                                                            ,

as Trustee




	 	 	 	 	 
	 	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Officer
	 	 






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(Back of Note)



___% [Series ___] Subordinated Note due [                    ]



Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below
unless otherwise indicated.



1. INTEREST. AMREP Corporation, an Oklahoma corporation (the “Company”), promises to pay interest
on the principal amount of this Note at ___% per annum from the date specified below until
maturity. The Company will pay interest [ ___ ] on ___ and ___ (each an “Interest
Payment Date”) of each year, or if any such day is not a Business Day, on the next succeeding
Business Day. Interest on the Notes will accrue from the most recent date to which interest has
been paid or, if no interest has been paid, from the date of issuance; provided that if there is no
existing Default in the payment of interest, and if this Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be ___. The Company shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to
any applicable grace periods) from time to time on demand at the same rate to the extent lawful.
Interest will be computed on the basis of a 360 day year of twelve 30 day months.



2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest) to
the Persons who are registered Holders of Notes at the close of business on the ___ or
___ next preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in Section 2.14 of the
Indenture with respect to defaulted interest and Section 2.03. The Notes will be payable as to
principal, premium, if any, and interest at the office or agency of the Company maintained for such
purpose. Except as provided below, interest will be paid (i) on any Notes having an aggregate
principal amount of $5,000,000 or less, by check mailed to the Holders of such Securities, and (ii)
on any Notes having an aggregate principal amount of more than $5,000,000 by wire transfer in
immediately available funds at the election of the Holders of these Notes (or if not so elected, by
check mailed to such Holder(s)). Such payment shall be in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts.



3. PAYING AGENT AND REGISTRAR. Initially,                     , the Trustee under the Indenture, will
act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company may act in any such capacity.



4. INDENTURE. The Company issued the Notes under an Indenture dated as of                      (the
“Indenture”) between the Company and the Trustee. The terms of the


- 3 -









 






Notes include those stated in the Indenture and in [a Supplemental Indenture] [resolutions of [the
[                    ] Committee of ] the Company’s Board of Directors] dated                     , and those terms
made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code §§ 77aaa 77bbbb) (the “TIA”). The Notes are subject to all such terms, and Holders are
referred to the Indenture and the TIA for a statement of such terms. The Notes are general
obligations of the Company. “Notes” means this Note and all other Notes of the series of which
this Note is a part. The Notes are “Securities” within the meaning of the Indenture, and
references in the Indenture to “Securities” (including terms such as “Global Securities”) include
the Notes (and any “Global Notes” as used herein).



5. OPTIONAL REDEMPTION.




     [(a) The Notes will not be redeemable at the Company’s option prior to                     . The Notes
may be redeemed, in whole or in part, at the option of the Company on or after                     , at the
redemption prices specified below (expressed as percentages of the principal amount thereof), in
each case, together with accrued and unpaid interest, hereon to the date of redemption, upon not
less than 30 nor more than 60 days’ notice, if redeemed during the twelve-month period beginning on
___ of the years indicated below:



	 	 	 	 	 
	 	 	 	 	Redemption
	Year	 	 	 	Price
	 
	 
	 	 
	 	 





     (b) Notwithstanding the foregoing, prior to ___, the Company may, on any one or more
occasions, use the net proceeds of one or more offerings of its capital stock to redeem up to ___%
of the aggregate principal amount of all notes that had been issued under the Indenture up to the
time of redemption at a redemption price of ___% the principal amount of the notes redeemed, plus
accrued and unpaid interest, to the date of redemption; provided that, after any such redemption,
the aggregate principal amount of the Notes outstanding (excluding Notes held by the Company and
its Subsidiaries) must equal at least ___% of the Notes that had been issued under the Indenture
up to the time of redemption; and provided further, that any such redemption shall occur within 90
days of the date of closing of such offering of Capital Stock of the Company.]


6. MANDATORY REDEMPTION. [The Company shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.] or [Describe mandatory redemption or sinking fund
provisions.]



7. NOTICE OF REDEMPTION. Notice of Redemption will be mailed at least 30 days but not more than 60
days before the redemption date to each Holder whose Notes are to be redeemed at its registered
address. Notes in denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the
redemption date interest ceases to accrue on Notes or portions thereof called for redemption.




- 4 -









 





     8. [CONVERSION. The Securities shall not be convertible.] or [Describe conversion
provisions.]


9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in all
appropriate denominations. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things,
to furnish appropriate endorsements and transfer documents and the Company may require a Holder to
pay any taxes and fees required by law or permitted by the Indenture. The Company need not
transfer or exchange any Note selected for redemption, except for the unredeemed portion of any
Note being redeemed in part. Also, it need not transfer or exchange any Note for a period of 15
days before a selection of Notes to be redeemed.



10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all
purposes.



11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes
may be amended or supplemented with the consent of the Holders of a majority in principal amount of
the then outstanding Notes and other series of Securities affected (treating the Notes and such
other series as a single class), and any existing default or compliance with any provision of the
Indenture, the Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes and other series of Securities affected (treating the Notes
and such other series as a single class). Without the consent of any Holder of a Note, the
Indenture or the Notes may be amended or supplemented to cure any ambiguity, error, defect or
inconsistency, to provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company’s obligations to Holders of the Notes in case
of a merger or consolidation, to make any change that does not adversely affect the rights under
the Indenture of any such Holder, or to comply with the requirements of the SEC or to effect or
maintain the qualification of the Indenture under the TIA.



12. DEFAULTS AND REMEDIES. Each of the following constitutes an Event of Default: (i) default by
the Company in the payment of interest on the Notes when the same becomes due and payable and
default continues for a period of 30 days; (ii) default by the Company in the payment of the
principal of or premium, if any, on the Notes when the same becomes due and payable at maturity,
upon redemption or otherwise; (iii) failure by the Company for 90 days after notice to comply with
any of its other agreements in the Indenture or the Notes and (iv) certain events of bankruptcy or
insolvency with respect to the Company. If any Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes and other
series of Securities affected (treating the Notes and such other series as a single class) may
declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the
case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to
the Company, all outstanding Notes will become due and payable without further action or notice.
Holders of the Notes may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then
outstanding Notes and other series of Securities affected (treating


- 5 -









 






the Notes and such other series as a single class) may direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing
Default or Event of Default (except a Default or Event of Default relating to the payment of
principal or interest) if it determines that withholding notice is in their interest. The Holders
of a majority in aggregate principal amount of the Notes and other series of Securities affected
(treating the Notes and such other series as a single class) and other series of Securities
affected (treating the Notes and such other series as a single class) then outstanding by notice to
the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of
Default and its consequences under the Indenture except a continuing Default or Event of Default in
the payment of principal, interest or premium, if any, on the Notes. The Company is required to
deliver to the Trustee annually a statement regarding compliance with the Indenture.



13. SUBORDINATION. Each Holder by accepting a Note agrees that the payment of principal of,
premium, if any, and interest on each Note is subordinated in right of payment, to the extent and
in the manner provided in the Indenture, to the prior payment in full of all Senior Debt (whether
outstanding on the date of the Indenture or thereafter created, incurred, assumed or guaranteed),
and that the subordination is for the benefit of the holders of Senior Debt.



14. TRUSTEE DEALINGS WITH THE COMPANY. The Trustee, in its individual or any other capacity, may
make loans to, accept deposits from, and perform services for the Company or its Affiliates, and
may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.



15. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the
Company will have any liability for any obligations of the Company under the Notes or the Indenture
or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of the Notes.



16. AUTHENTICATION. This Note shall not be valid until authenticated by the manual signature of
the Trustee or an authenticating agent.



17. ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee,
such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
(= Uniform Gifts to Minors Act).



18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the
Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.




- 6 -









 








     The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to:



AMREP Corporation

300 Alexander Park, Suite 204

Princeton, NJ 08540

Facsimile No.: (609) 716 – 8255

Attention: Chief Financial Officer





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ASSIGNMENT FORM




To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to




 




(Insert assignee’s soc. sec. or tax I.D. no.)




 





 





 





 





(Print or type assignee’s name, address and zip code)




and irrevocably appoint                                                              to transfer this
Note on the books of the Company.
The agent may substitute another to act for him or her.



 





	 	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Your Signature:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 






(Sign exactly as your name appears on the face of this Note)




Signature Guarantee.















 








SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE



The following exchanges of a part of this Global Note for an interest in another Global Note or for
a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest
in this Global Note, have been made:














 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	amount of	 	 	Signature of	 
	 	 	Amount of	 	 	Amount of	 	 	this Global	 	 	authorized	 
	 	 	decrease in	 	 	increase in	 	 	note	 	 	officer of	 
	 	 	Principal	 	 	Principal	 	 	following such	 	 	Trustee	 
	Date of	 	Amount of this	 	 	Amount of this	 	 	decrease (or	 	 	or Note	 
	Exchange	 	Global Note	 	 	Global Note	 	 	increase	 	 	Custodian