Exhibit 4(e)


 




 


 





IBM INTERNATIONAL GROUP CAPITAL LLC


 


and


 


THE BANK OF NEW YORK,


 


as Trustee


 






 


INDENTURE


 


Dated as of [         ],
2007


 






 


Providing for the Issuance of

Debt Securities in Series


 




 





 

















 


IBM INTERNATIONAL GROUP CAPITAL LLC


 


Reconciliation
and Tie between Trust Indenture Act of 1939

and Indenture Provisions(1)


 


	
  Trust Indenture Act 

  Section

  	
   

  	
   

  	
   

  	
  Indenture 

  Section

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 310

  	
  (a)(1)

  	
   

  	
   

  	
   

  	
  7.09

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
   

  	
  7.09

  
	
   

  	
  (a)(3)

  	
   

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
  (a)(4)

  	
   

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
  (b)

  	
   

  	
   

  	
   

  	
  7.08

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  7.10

  
	
  Section 311

  	
  (a)

  	
   

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
  (b)

  	
   

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
  (b)(2)

  	
   

  	
   

  	
   

  	
  Not Applicable

  
	
  Section 312

  	
  (a)

  	
   

  	
   

  	
   

  	
  8.01

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  8.02(a)

  
	
   

  	
  (b)

  	
   

  	
   

  	
   

  	
  8.02(b)

  
	
   

  	
  (c)

  	
   

  	
   

  	
   

  	
  8.02(c)

  
	
  Section 313

  	
  (a)

  	
   

  	
   

  	
   

  	
  8.03(a)

  
	
   

  	
  (b)

  	
   

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
  (c)

  	
   

  	
   

  	
   

  	
  8.03(c)

  
	
   

  	
  (d)

  	
   

  	
   

  	
   

  	
  8.03(b)

  
	
  Section 314

  	
  (a)

  	
   

  	
   

  	
   

  	
  8.04

  
	
   

  	
  (b)

  	
   

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
  (c)(1)

  	
   

  	
   

  	
   

  	
  1.02

  
	
   

  	
  (c)(2)

  	
   

  	
   

  	
   

  	
  1.02

  
	
   

  	
  (c)(3)

  	
   

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
  (d)

  	
   

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
  (e)

  	
   

  	
   

  	
   

  	
  1.02

  
	
  Section 315

  	
  (a)

  	
   

  	
   

  	
   

  	
  7.01(a)

  
	
   

  	
  (b)

  	
   

  	
   

  	
   

  	
  7.02

  
	
   

  	
  (c)

  	
   

  	
   

  	
   

  	
  7.01(b)

  
	
   

  	
  (d)

  	
   

  	
   

  	
   

  	
  7.01(c)

  
	
   

  	
  (d)(1)

  	
   

  	
   

  	
   

  	
  7.01(a)

  
	
   

  	
  (d)(2)

  	
   

  	
   

  	
   

  	
  7.01(c)(2)

  
	
   

  	
  (d)(3)

  	
   

  	
   

  	
   

  	
  7.01(c)(3)

  
	
   

  	
  (e)

  	
   

  	
   

  	
   

  	
  6.14

  
	
  Section 316

  	
  (a)

  	
   

  	
   

  	
   

  	
  1.01

  
	
   

  	
  (a)(1)(A)

  	
   

  	
   

  	
   

  	
  6.02

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  6.12

  
	
   

  	
  (a)(1)(B)

  	
   

  	
   

  	
   

  	
  6.13

  



 






(1) This
reconciliation and tie shall not for any purpose, be deemed to be a part of the
Indenture.


 

















 


	
   

  	
  (a)(2)

  	
   

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
  (b)

  	
   

  	
   

  	
   

  	
  6.08

  
	
  Section 317

  	
  (a)(1)

  	
   

  	
   

  	
   

  	
  6.03

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
   

  	
  6.04

  
	
   

  	
  (b)

  	
   

  	
   

  	
   

  	
  11.03

  
	
  Section 318

  	
  (a)

  	
   

  	
   

  	
   

  	
  1.07

  



 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Definitions and Other Provisions of General
  Application

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.01.

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  SECTION 1.02.

  	
   

  	
  Compliance Certificates and Opinions

  	
   

  	
  8

  
	
  SECTION 1.03.

  	
   

  	
  Form of Documents Delivered to Trustee

  	
   

  	
  9

  
	
  SECTION 1.04.

  	
   

  	
  Acts of Holders

  	
   

  	
  9

  
	
  SECTION 1.05.

  	
   

  	
  Notices, Etc., to Trustee and Company

  	
   

  	
  11

  
	
  SECTION 1.06.

  	
   

  	
  Notice to Holders; Waiver

  	
   

  	
  11

  
	
  SECTION 1.07.

  	
   

  	
  Conflict with Trust Indenture Act

  	
   

  	
  12

  
	
  SECTION 1.08.

  	
   

  	
  Effect of Headings and Table of Contents

  	
   

  	
  12

  
	
  SECTION 1.09.

  	
   

  	
  Successors and Assigns

  	
   

  	
  13

  
	
  SECTION 1.10.

  	
   

  	
  Separability Clause

  	
   

  	
  13

  
	
  SECTION 1.11.

  	
   

  	
  Benefits Of Indenture

  	
   

  	
  13

  
	
  SECTION 1.12.

  	
   

  	
  Governing Law

  	
   

  	
  13

  
	
  SECTION 1.13.

  	
   

  	
  Legal Holidays

  	
   

  	
  13

  
	
  SECTION 1.14.

  	
   

  	
  Moneys of Different Currencies to be
  Segregated

  	
   

  	
  13

  
	
  SECTION 1.15.

  	
   

  	
  Payment to be in Proper Currency

  	
   

  	
  13

  
	
  SECTION 1.16.

  	
   

  	
  Language of Notices, etc

  	
   

  	
  14

  
	
  SECTION 1.17.

  	
   

  	
  Changes in Exhibits

  	
   

  	
  14

  
	
  SECTION 1.18.

  	
   

  	
  Counterparts; Facsimile

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Issuance of Securities

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.01.

  	
   

  	
  Creation of Securities in Amount Unlimited

  	
   

  	
  14

  
	
  SECTION 2.02.

  	
   

  	
  Documents Required for Issuance of Each
  Series of Securities Other Than Medium-Term Debt Securities

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Issuance of Medium-Term Debt Securities

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.01.

  	
   

  	
  Documents Required for Issuance of Each
  Series of Medium-Term Debt Securities

  	
   

  	
  18

  
	
  SECTION 3.02.

  	
   

  	
  Form of Medium-Term Debt Securities

  	
   

  	
  23

  



 


i

















 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  
	
  The Securities

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.01.

  	
   

  	
  Form and Denomination

  	
   

  	
  23

  
	
  SECTION 4.02.

  	
   

  	
  Execution, Delivery, Dating and
  Authentication

  	
   

  	
  23

  
	
  SECTION 4.03.

  	
   

  	
  Temporary Securities

  	
   

  	
  25

  
	
  SECTION 4.04.

  	
   

  	
  Registration, Registration of Transfer and
  Exchange

  	
   

  	
  27

  
	
  SECTION 4.05.

  	
   

  	
  Mutilated, Destroyed, Lost and Stolen
  Securities

  	
   

  	
  30

  
	
  SECTION 4.06.

  	
   

  	
  Payment of Interest; Interest Rights
  Preserved

  	
   

  	
  31

  
	
  SECTION 4.07.

  	
   

  	
  Persons Deemed Owners

  	
   

  	
  32

  
	
  SECTION 4.08.

  	
   

  	
  Cancellation

  	
   

  	
  32

  
	
  SECTION 4.09.

  	
   

  	
  Computation of Interest

  	
   

  	
  33

  
	
  SECTION 4.10.

  	
   

  	
  Currency and Manner of Payment in Respect
  of Securities

  	
   

  	
  33

  
	
  SECTION 4.11.

  	
   

  	
  Securities in Global Form

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Satisfaction and Discharge

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.01.

  	
   

  	
  Satisfaction and Discharge of Indenture in
  Respect of any Series of Securities

  	
   

  	
  38

  
	
  SECTION 5.02.

  	
   

  	
  Application of Trust Money

  	
   

  	
  39

  
	
  SECTION 5.03.

  	
   

  	
  Satisfaction, Discharge and Defeasance of
  Securities of any Series

  	
   

  	
  40

  
	
  SECTION 5.04.

  	
   

  	
  Reinstatement

  	
   

  	
  41

  
	
  SECTION 5.05.

  	
   

  	
  Definitions

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Remedies

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.01.

  	
   

  	
  Events of Default

  	
   

  	
  43

  
	
  SECTION 6.02.

  	
   

  	
  Acceleration of Maturity; Rescission and
  Annulment

  	
   

  	
  44

  
	
  SECTION 6.03.

  	
   

  	
  Collection of Indebtedness and Suits for
  Enforcement by Trustee

  	
   

  	
  45

  
	
  SECTION 6.04.

  	
   

  	
  Trustee May File Proofs of Claim

  	
   

  	
  46

  
	
  SECTION 6.05.

  	
   

  	
  Trustee May Enforce Claims Without
  Possession of Securities

  	
   

  	
  47

  
	
  SECTION 6.06.

  	
   

  	
  Application of Money Collected

  	
   

  	
  47

  
	
  SECTION 6.07.

  	
   

  	
  Limitation on Suits

  	
   

  	
  47

  
	
  SECTION 6.08.

  	
   

  	
  Unconditional Right of Holders to Receive
  Principal, Premium and Interest

  	
   

  	
  48

  
	
  SECTION 6.09.

  	
   

  	
  Restoration of Rights and Remedies

  	
   

  	
  48

  
	
  SECTION 6.10.

  	
   

  	
  Rights and Remedies Cumulative

  	
   

  	
  48

  
	
  SECTION 6.11.

  	
   

  	
  Delay or Omission Not Waiver

  	
   

  	
  48

  
	
  SECTION 6.12.

  	
   

  	
  Control by Holders

  	
   

  	
  49

  
	
  SECTION 6.13.

  	
   

  	
  Waiver of Past Defaults

  	
   

  	
  49

  
	
  SECTION 6.14.

  	
   

  	
  Undertaking for Costs

  	
   

  	
  49

  



 


ii

















 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.15.

  	
   

  	
  Waiver of Stay or Extension Laws

  	
   

  	
  50

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.01.

  	
   

  	
  Certain Duties and Responsibilities

  	
   

  	
  50

  
	
  SECTION 7.02.

  	
   

  	
  Notice of Defaults

  	
   

  	
  51

  
	
  SECTION 7.03.

  	
   

  	
  Certain Rights of Trustee

  	
   

  	
  51

  
	
  SECTION 7.04.

  	
   

  	
  Not Responsible for Recitals or Issuance of
  Securities

  	
   

  	
  52

  
	
  SECTION 7.05.

  	
   

  	
  May Hold Securities

  	
   

  	
  52

  
	
  SECTION 7.06.

  	
   

  	
  Money Held in Trust

  	
   

  	
  53

  
	
  SECTION 7.07.

  	
   

  	
  Compensation and Reimbursement

  	
   

  	
  53

  
	
  SECTION 7.08.

  	
   

  	
  Disqualification; Conflicting Interests

  	
   

  	
  53

  
	
  SECTION 7.09.

  	
   

  	
  Corporate Trustee Required; Eligibility

  	
   

  	
  54

  
	
  SECTION 7.10.

  	
   

  	
  Resignation and Removal; Appointment of
  Successor

  	
   

  	
  54

  
	
  SECTION 7.11.

  	
   

  	
  Acceptance of Appointment by Successor

  	
   

  	
  56

  
	
  SECTION 7.12.

  	
   

  	
  Merger, Conversion, Consolidation or
  Succession to Business

  	
   

  	
  57

  
	
  SECTION 7.13.

  	
   

  	
  Judgment Currency

  	
   

  	
  57

  
	
  SECTION 7.14.

  	
   

  	
  Appointment of Authenticating Agent

  	
   

  	
  58

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Holders’ Lists and Reports by Trustee and
  Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.01.

  	
   

  	
  Company to Furnish Trustee Names and
  Addresses of Holders

  	
   

  	
  60

  
	
  SECTION 8.02.

  	
   

  	
  Preservation of Information; Communications
  to Holders

  	
   

  	
  60

  
	
  SECTION 8.03.

  	
   

  	
  Reports by Trustee

  	
   

  	
  61

  
	
  SECTION 8.04.

  	
   

  	
  Reports by Company

  	
   

  	
  62

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Consolidation, Merger, Conveyance or
  Transfer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.01.

  	
   

  	
  Company May Consolidate, Etc., Only on
  Certain Terms

  	
   

  	
  62

  
	
  SECTION 9.02.

  	
   

  	
  Successor Corporation Substituted

  	
   

  	
  63

  
	
  SECTION 9.03.

  	
   

  	
  Assignment by and Substitution of the
  Company

  	
   

  	
  63

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Supplemental Indentures

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.01.

  	
   

  	
  Supplemental Indentures Without Consent of
  Holders

  	
   

  	
  64

  
	
  SECTION 10.02.

  	
   

  	
  Supplemental Indentures with Consent of
  Holders

  	
   

  	
  65

  
	
  SECTION 10.03.

  	
   

  	
  Execution of Supplemental Indentures

  	
   

  	
  66

  



 


iii

















 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.04.

  	
   

  	
  Effect of Supplemental Indentures

  	
   

  	
  66

  
	
  SECTION 10.05.

  	
   

  	
  Conformity with Trust Indenture Act

  	
   

  	
  67

  
	
  SECTION 10.06.

  	
   

  	
  Reference in Securities to Supplemental
  Indentures

  	
   

  	
  67

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Covenants

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 11.01.

  	
   

  	
  Payment of Principal, Premium and Interest

  	
   

  	
  67

  
	
  SECTION 11.02.

  	
   

  	
  Maintenance of Office or Agency

  	
   

  	
  67

  
	
  SECTION 11.03.

  	
   

  	
  Money for Securities Payments to be Held in
  Trust

  	
   

  	
  68

  
	
  SECTION 11.04.

  	
   

  	
  Statement by Officers as to Default

  	
   

  	
  70

  
	
  SECTION 11.05.

  	
   

  	
  Additional Amounts

  	
   

  	
  70

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Redemption of Securities

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 12.01.

  	
   

  	
  Applicability of Article

  	
   

  	
  71

  
	
  SECTION 12.02.

  	
   

  	
  Election to Redeem; Notice to Trustee

  	
   

  	
  71

  
	
  SECTION 12.03.

  	
   

  	
  Selection by Trustee of Securities to be
  Redeemed

  	
   

  	
  71

  
	
  SECTION 12.04.

  	
   

  	
  Notice of Redemption

  	
   

  	
  71

  
	
  SECTION 12.05.

  	
   

  	
  Deposit of Redemption Price

  	
   

  	
  72

  
	
  SECTION 12.06.

  	
   

  	
  Securities Payable on Redemption Date

  	
   

  	
  72

  
	
  SECTION 12.07.

  	
   

  	
  Securities Redeemed in Part

  	
   

  	
  73

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sinking Funds

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 13.01.

  	
   

  	
  Applicability of Article

  	
   

  	
  73

  
	
  SECTION 13.02.

  	
   

  	
  Satisfaction of Sinking Fund Payments with
  Securities

  	
   

  	
  74

  
	
  SECTION 13.03.

  	
   

  	
  Redemption of Securities for Sinking Fund

  	
   

  	
  74

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Meetings of Holders of Securities

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 14.01.

  	
   

  	
  Purposes for Which Meetings may be Called

  	
   

  	
  74

  
	
  SECTION 14.02.

  	
   

  	
  Call, Notice and Place of Meetings

  	
   

  	
  74

  
	
  SECTION 14.03.

  	
   

  	
  Persons Entitled to Vote at Meetings

  	
   

  	
  75

  
	
  SECTION 14.04.

  	
   

  	
  Quorum; Action

  	
   

  	
  75

  
	
  SECTION 14.05.

  	
   

  	
  Determination of Voting Rights; Conduct and
  Adjournment of Meetings

  	
   

  	
  76

  
	
  SECTION 14.06.

  	
   

  	
  Counting Votes and Recording Action of
  Meetings

  	
   

  	
  77

  



 


iv

















 


	
  EXHIBIT A

  	
   

  	
  Reserved

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT B.1

  	
   

  	
  Form of
  Certificate to be given by Person entitled to receive Bearer Security

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT B.2

  	
   

  	
  Form of
  Certificate to be given by Euroclear and Clearstream, Luxembourg in
  connection with the Exchange of a portion of Temporary Global Security.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT B.3

  	
   

  	
  Form of
  Certificate to be given by Euroclear and Clearstream, Luxembourg to obtain
  Interest prior to an Exchange Date

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT B.4

  	
   

  	
  Form of
  Certificate to be given by Beneficial Owners to obtain Interest prior to an
  Exchange Date

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT B.5

  	
   

  	
  Form of
  Confirmation to be Sent to Purchasers of Bearer Securities

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT C

  	
   

  	
  Form of
  Guarantee Agreement

  	
   

  	
   

  



 


v

















 


INDENTURE dated as of [            ],
2007, between IBM INTERNATIONAL GROUP CAPITAL LLC, a Delaware limited liability
company (herein called the “Company”), having its principal office in
care of International Business Machines Corporation, New Orchard Road, Armonk,
New York 10504, and THE BANK OF NEW YORK, as Trustee (herein called the “Trustee”),
the office of the Trustee at which at the date hereof its corporate trust
business is principally administered being 101 Barclay Street, Floor 8 West, New York,
New York 10286.


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE I


 


Definitions and Other Provisions of General
Application


 


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


 


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


 


(b)  all other terms used herein which are defined
in the Trust Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein;


 


(c)  all accounting terms not otherwise defined
herein have the meanings assigned to them in accordance with generally accepted
accounting principles, and, except as otherwise herein expressly provided, the
term “generally accepted accounting principles” with respect to any computation
required or permitted hereunder shall mean such accounting principles as are
generally accepted in the United States of America at the date of such
computation; and


 


(d)  the words “herein”, “hereof” and “hereunder”
and other words of similar import refer to this Indenture as a whole and not to
any particular Article, Section or other subdivision. Certain terms, used
principally within an Article of this Indenture, may be defined in that
Article.


 





















 


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


 


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


 


“Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 7.14
to act on behalf of the Trustee to authenticate Securities of one or more
series.


 


“Authorized
Newspaper” means a newspaper of general circulation in the place of
publication, printed in the official language of the country of publication and
customarily published on each Business Day, whether or not published on
Saturdays, Sundays or holidays. Whenever successive weekly publications in an
Authorized Newspaper are authorized or required hereunder, they may be made
(unless otherwise expressly provided herein) on the same or different days of
the week and in the same or different Authorized Newspapers.


 


“Bearer
Security” means any Security which is not registered in the Security
Register as to both principal and interest (including without limitation any
Security in temporary or definitive global bearer form).


 


“Board of
Directors” means either the board of directors of the Company, any
executive officer of the Company duly authorized to act in the name of or on
behalf of that board or any committee consisting of two or more persons (who
need not be directors) duly authorized to act in the name of or on behalf of
that board.


 


“Board
Resolution” means a copy of a resolution certified by an officer of the
Company to have been duly adopted by the Board of Directors and to be in full
force and effect on the date of such certification.


 


“Business
Day”, when used with respect to (i) New York, means a day that is not a
Saturday or a Sunday, or a day on which banks or trust companies in New York
City are authorized or obligated by law, regulation or executive order to be
closed and, (ii) any other Place of Payment or place of publication, means each
day on which commercial banks and foreign exchange markets settle payments in
the Place of Payment or place of publication, or as specified for a series of
Securities pursuant to Section 2.02 or Section 3.01, as the case may
be. Unless otherwise specified pursuant to Section 2.02 or Section 3.01,
as the case may be, when used with respect to Securities bearing interest at a
rate or rates determined by reference to London interbank offered rates for
deposits in U.S. Dollars, “Business Day” shall exclude any day on which commercial
banks and foreign exchange markets do not settle payments in London.


 


“Commission”
means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, or, if at any time after the



 


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execution of
this instrument such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.


 


“Common
Depositary” has the meaning specified in Section 4.03(c).


 


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


 


“Company
Request”, “Request of the Company”, “Company Order” or “Order
of the Company” means a written request or order signed in the name of the
Company by one of its officers and delivered to the Trustee.


 


“Component
Currency” has the meaning specified in Section 4.10(i).


 


“Conversion
Date” has the meaning specified in Section 4.10(e).


 


“Conversion
Rate” has the meaning specified in Section 7.13.


 


“Corporate
Trust Office” means the principal office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office at the date hereof is 101 Barclay Street, Floor 8 West, New York,
New York 10286, except that with respect to the presentation of Securities
(or Coupons, if any, representing an installment of interest) for payment or
for registration of transfer and exchange, such term shall mean the office or
the agency of the Trustee designated for such purpose.


 


“corporation”
includes corporations, associations, companies (including limited liability
companies) and business trusts.


 


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


 


“Defaulted
Interest” has the meaning specified in Section 4.06(b).


 


“Discharged”
has the meaning specified in Section 5.05.


 


“Dollar”
means the coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts.


 


“Dollar
Equivalent of the Currency Unit” has the meaning specified in Section 4.10(h).


 


“Dollar
Equivalent of the Foreign Currency” has the meaning specified in Section 4.10(g).


 


“Euroclear”
means the operator of the Euroclear System.


 


“Event of
Default” has the meaning specified in Section 6.01.


 


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“Exchange
Rate Agent” means the entity appointed by the Company pursuant to Section 1.04(g).


 


“Exchange
Rate Officers’ Certificate” means a telecopy or a certificate setting forth
(i) the applicable Official Currency Unit Exchange Rate and (ii) the
Dollar or Foreign Currency or currency unit amounts of principal, premium, if
any, and interest, if any, respectively (on an aggregate basis and on the basis
of a Security having a principal amount of 1,000 units in the relevant currency
or currency unit), payable on the basis of such Official Currency Unit Exchange
Rate, sent (in the case of a telecopy) or executed (in the case of a
certificate) by the Controller or any Assistant Controller or by the Treasurer
or any Assistant Treasurer of the Company and delivered to the Trustee; such
telecopy or certificate need not comply with Section 1.02.


 


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


 


“Foreign
Government Securities” has the meaning specified in Section 5.05.


 


“Guarantee”
shall mean the guarantee of the Company’s obligations under the Securities by
the Guarantor as provided in The Guarantee Agreement.


 


“Guarantee
Agreement” shall mean the guarantee agreement, a form of which is attached
as Exhibit C.


 


“Guarantor”
means International Business Machines Corporation, a New York corporation.


 


“Holder”
or “holder” means with respect to a Registered Security, the Person in
whose name at the time a particular Registered Security is registered in the
Security Register and, with respect to a Bearer Security and/or a Coupon, the
bearer thereof.


 


“Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms
of particular series of Securities established as contemplated by Section 2.02
and Section 3.01, as the case may be.


 


“interest”,
when used with respect to an Original Issue Discount Security which by its
terms bears interest only after Maturity, means interest payable after
Maturity.


 


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


 


“Market
Exchange Rate” has the meaning specified in Section 4.10(i).


 


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


 


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“Medium-Term
Debt Securities” has the meaning specified in Section 3.01.


 


“Medium-Term
Debt Securities Certificate” shall mean a certificate signed by an officer
of the Company, or any other employee of the Company designated by a Board
Resolution as having the authority to deliver a Medium-Term Debt Securities
Certificate hereunder.


 


“Officers’
Certificate” means a certificate signed by an officer of the Company, and
delivered to the Trustee. Each such Officers’ Certificate shall contain the
statements provided in Section 1.02 if and to the extent required by the
provisions of such Section.


 


“Official
Currency Unit Exchange Rate” means, with respect to any payment to be made
hereunder, the exchange rate between the relevant currency unit and the
currency or currency unit of payment calculated by the Exchange Rate Agent for
the Securities of the relevant series, on the Business Day (in the city in
which such Exchange Rate Agent has its principal office) immediately preceding
delivery of any Exchange Rate Officers’ Certificate.


 


“Opinion of
Counsel” means a written opinion of counsel, who may be counsel for or an
employee of the Company and who shall be acceptable to the Trustee.  Each Opinion of Counsel shall contain the
statements provided in Section 1.02 if and to the extent required by the
provisions of such Section.


 


“Original
Issue Discount Security” means any Security which provides for an amount
less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 6.02.


 


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


 


(i)  Securities theretofore
canceled by the Trustee or delivered or deemed delivered to the Trustee for
cancelation;


 


(ii)  Securities for whose
payment or redemption money in the necessary amount and in the required
currency or currency unit 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 shall act as its own Paying Agent) for
the Holders of such Securities; provided, that, if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made; and


 


(iii)  Securities which have been
paid pursuant to Section 4.05 or in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to this Indenture,
other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Securities are held
by a protected purchaser in whose hands such Securities are valid obligations
of the Company;


 


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provided,
however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or whether a
quorum is present at a meeting of Holders of Outstanding Securities or the
number of votes entitled to be cast by each Holder of a Security in respect of
such Security at any such meeting, (i) the principal amount of an Original
Issue Discount Security that shall be deemed to be Outstanding for such
purposes shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon a declaration of acceleration
of the Maturity thereof pursuant to Section 6.02, (ii) the principal
amount of a Security denominated in a Foreign Currency or currency unit shall
be the Dollar equivalent obtained by converting the specified Foreign Currency
or currency unit into Dollars at the Market Exchange Rate on the date of such
determination (or, in the case of a Security denominated in a currency unit for
which there is no Market Exchange Rate, the Dollar equivalent obtained by
adding together the results obtained by converting the Specified Amount of each
Component Currency into Dollars at the Market Exchange Rate for each such
Component Currency on the date of such determination) of the principal amount
(or, in the case of an Original Issue Discount Security, of the amount
determined as provided in (i) above) of such Security, and (iii) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the 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.


 


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


 


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


 


“Place of
Payment”, when used with respect to the Securities of any series, means the
place or places where the principal of (and premium, if any) and interest, if
any, on the Securities of that series are payable as specified in accordance
with Section 2.02 or Section 3.01, as the case may be.


 


“Predecessor
Security” of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 4.05 in exchange for or in lieu
of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence
the same debt as the mutilated, destroyed, lost or stolen Security.


 


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


 


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“Redemption
Price”, when used with respect to any Security to be redeemed, means the
price, in the currency or currency unit in which such Security is payable, at
which it is to be redeemed pursuant to this Indenture.


 


“Registered
Security” means any Security registered in the Security Register (including
without limitation any Security in temporary or definitive global registered form).


 


“Regular
Record Date” for the interest payable on any Interest Payment Date on the
Registered Securities of any series means the date specified for that purpose
as contemplated by Section 2.02 or Section 3.01, as the case may be,
which date shall be, unless otherwise specified pursuant to Section 2.02
or Section 3.01, as the case may be, the fifteenth day preceding such
Interest Payment Date, whether or not such day shall be a Business Day.


 


“Required
Currency” has the meaning specified in Section 1.15.


 


“Responsible
Trust Officer”, when used with respect to the Trustee, means any of the
following officers of the Trustee who engage in corporate trust matters on
behalf of the Trustee, any vice president, any assistant vice president, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any trust officer or assistant trust officer,
the controller or any assistant controller or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.


 


“Securities”
has the meaning stated in the first recital of this Indenture and more
particularly means any Securities (including Medium-Term Debt Securities)
authenticated and delivered under this Indenture and, in the case of any Bearer
Security, shall include where appropriate any Coupons appertaining thereto.


 


“Security
Register” has the meaning specified in Section 4.04(a).


 


“Security
Registrar” means the Person appointed as the initial Security Registrar in Section 4.04(a)
or any Person appointed by the Company as a successor or replacement Security
Registrar.


 


“Special
Record Date” for the payment of any Defaulted Interest means a date fixed
by the Trustee pursuant to Section 4.06(b).


 


“Specified
Amount” has the meaning specified in Section 4.10(i).


 


“Stated
Maturity”, when used with respect to any Security (or Coupon, if any,
representing an installment of interest) or any installment of principal
thereof or interest thereon, means the date specified in such Security (or
Coupon) as the fixed date on which the principal of such Security or such
installment of principal or interest is due and payable.


 


“Trustee”
means the Person named as the “Trustee” in the first paragraph of this
instrument until a successor Trustee shall have become such pursuant to the
applicable 


 


7

















 


provisions of
this Indenture, and thereafter “Trustee” shall mean or include each Person who
is then a Trustee hereunder, and if at any time there is more than one such
Person, “Trustee” as used with respect to the Securities of any series shall
mean the Trustee with respect to Securities of that series.


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended by the
Trust Indenture Reform Act of 1990, and as in force at the date as of which
this instrument was executed, except as provided in Section 10.05.


 


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


 


“U.S.
Government Obligations” has the meaning specified in Section 5.05.


 


“Valuation
Date” has the meaning specified in Section 4.10(e).


 


“Vice
President”, when used with respect to the Trustee, means any vice
president, whether or not designated by a number or a word or words added
before or after the title “vice president”.


 


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


 


(b)  Unless expressly otherwise specified with
respect to any certificate or opinion provided for in this Indenture, every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than annual certificates provided
pursuant to Section 11.04) shall include:


 


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


 


(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 each such individual, he has made such examination or investigation
as is necessary to enable him to express an informed opinion as to whether or
not such covenant or condition has been complied with; and


 


(iv)  a statement as to whether
or not, in the opinion of each such individual, such condition or covenant has
been complied with.


 


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


 


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


 


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


 


SECTION
1.04.  Acts of Holders.  (a)  Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders of Securities
of any series may be embodied in and evidenced by (i) one or more
instruments of substantially similar tenor signed by such Holders in person or
by proxies duly appointed in writing, (ii) the record of such Holders
voting in favor thereof, either in person or by proxies duly appointed in
writing, at any meeting of Holders of Securities of such series duly called and
held in accordance with the provisions of Article XIV, or (iii) a
combination of any such record and one or more instruments of substantially
similar tenor signed by such Holders in person or by proxies duly appointed in
writing. Except as herein otherwise expressly provided, such action shall
become effective when such record and/or instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
record or instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act” of the Holders
signing such instrument or instruments or so voting at any such meeting. Proof
of execution of any such instrument or of a writing appointing any such proxy
shall be sufficient for any purpose of this Indenture and (subject to Section 7.01)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section. The record of any meeting of Holders of Securities
shall be proved in the manner provided in Section 14.06.


 


(b)  The fact and date of the execution by any
Person of any such instrument or writing may be proved in any reasonable manner
which the Trustee deems sufficient. Where such execution is by a signer acting
in a capacity other than his individual capacity, such certificate or affidavit
shall also constitute sufficient proof of his authority.


 


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


 


(d)  The fact and date of execution of any such
instrument or writing pursuant to clause (c) above, the authority of the
Person executing the same and the principal amount and serial numbers of Bearer
Securities held by the Person so executing such instrument or writing and the
date of holding the same may also be proved in any other manner which the
Trustee deems sufficient; and the Trustee may in any instance require further
proof with respect to any of the matters referred to in this clause.


 


(e)  The principal amount and serial numbers of
Registered Securities held by any Person and the date of holding the same shall
be proved by the Security Register.


 


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


 


(g)  Whenever any Act is to be taken hereunder by
the Holders of two or more series of Securities denominated in different
currencies (or currency units), then, for the purpose of determining the
principal amount of Securities held by such Holders, the aggregate principal
amount of the Securities denominated in a Foreign Currency (or any currency
unit) shall be deemed to be that amount determined by the Company or by an
authorized Exchange Rate Agent and evidenced to the Trustee by an Officers’
Certificate as of the date the taking of such Act by the Holders of the
requisite percentage in principal amount of the Securities is evidenced to the
Trustee to be equal to the Dollar equivalent obtained by converting the
specified Foreign Currency or currency unit into Dollars at the Market Exchange
Rate on such date (or, in the case of a Security denominated in a currency unit
for which there is no Market Exchange Rate, the Dollar equivalent obtained by
adding together the results obtained by converting the Specified Amount of each
Component Currency into Dollars at the Market Exchange Rate for each such
Component Currency on such date) of the principal amount (or, in the case of an
Original Issue Discount Security, the principal amount thereof that would be
due and payable as of the declaration of acceleration of the Maturity thereof
pursuant to Section 6.02) of such Security. An Exchange Rate Agent may be
authorized in advance or from time to time by the Company. Any such
determination by the Company or by any such Exchange Rate Agent shall be
conclusive 


 


10

















 


and binding on all Holders, the Company and
the Trustee, and neither the Company nor any such Exchange Rate Agent shall be
liable therefor in the absence of bad faith.


 


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


 


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


 


(a)  the Trustee by any Holder or by the Company
shall be made, given, furnished or filed in writing to or with the Trustee at
its Corporate Trust Office and unless otherwise herein expressly provided, any
such document shall be deemed to be sufficiently made, given, furnished or
filed upon its receipt by a Responsible Trust Officer of the Trustee, or


 


(b)  the Company by the Trustee or by any Holder
shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and delivered in person, mailed, first-class
postage prepaid, or sent by overnight courier or, until such time as the
Company shall have notified the Trustee in writing that it shall no longer
accept delivery of notice by telecopy, given by telecopy to the Company
addressed to it at the address of its principal office specified in the first
paragraph of this instrument or at any other address previously furnished in
writing to the Trustee by the Company, or at its telecopy number from time to
time furnished in writing to the Trustee expressly for purposes of this
Indenture, Attention: Legal Department.


 


SECTION
1.06.  Notice to Holders; Waiver.  (a)  Where
this Indenture provides for notice to Holders of any event:


 


(i)  if any of the Securities
affected by such event are Registered Securities, such notice shall be
sufficiently given (unless otherwise herein expressly provided or unless
otherwise specified in such Securities) if in writing and delivered in person,
mailed, first-class postage prepaid or sent by overnight courier, to each
Holder affected by such event, at his address as it appears in the Security
Register, within the time prescribed for the giving of such notice, and


 


11

















 


(ii)  if any of the Securities
affected by such event are Bearer Securities, such notice shall be sufficiently
given (unless otherwise herein expressly provided or unless otherwise specified
in such Securities) if (A) published once in an Authorized Newspaper in New York
City and London and, if applicable, in such other place of publication as may
be required pursuant to the rules and regulations of any securities exchange on
which such Securities are listed, and (B) delivered in person, mailed,
first-class postage prepaid or sent by overnight courier to such Persons whose
names were previously filed with the Trustee, within the time prescribed for
the giving of such notice.


 


(b)  In case by reason of the suspension of
regular mail service or by reason of any other cause it shall be impracticable
to give such notice to Holders of Registered Securities in the manner specified
above, then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder. In case
by reason of the suspension of publication of any Authorized Newspaper or
Authorized Newspapers or by reason of any other cause it shall be impracticable
to publish any notice to Holders of Bearer Securities as provided above, then
such notification to Holders of Bearer Securities as shall be given with the
approval of the Trustee shall constitute sufficient notice to such Holders for
every purpose hereunder.


 


(c)  In any case where notice to a Holder of
Registered Securities is given in any manner specified in paragraph (a)
above, such notice shall be conclusively presumed to have been duly given,
whether or not such Holder receives such notice. In any case where notice to
Holders of Registered Securities is given in any manner specified in
paragraph (a) above, neither the failure to deliver, mail or send such
notice, nor any defect in any notice so mailed or sent, to any particular
Holder of a Registered Security shall affect the sufficiency of such notice
with respect to other Holders of Registered Securities or the sufficiency of any
notice to Holders of Bearer Securities given as provided herein. Neither the
failure to give notice by publication to Holders of Bearer Securities as
provided in paragraph (a) above, nor any defect in any notice so
published, shall affect the sufficiency of any notice to Holders of Registered
Securities given as provided herein.


 


(d)  Where this Indenture provides for notice in
any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders of Securities shall
be filed with the Trustee, but such filing shall not be a condition precedent
to the validity of any action taken in reliance upon such waiver.


 


SECTION
1.07.  Conflict with Trust Indenture
Act.  If any provision hereof limits,
qualifies or conflicts with the duties imposed by any of Sections 310 to
317, inclusive, of the Trust Indenture Act through operation of Section 318(c)
thereof, such imposed duties shall control.


 


SECTION
1.08.  Effect of Headings and Table of
Contents.  The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.


 


12
















 


SECTION 1.09. Successors
and Assigns. All covenants and agreements in this Indenture by the Company
shall bind its successors and assigns, whether so expressed or not.


 


SECTION 1.10. Separability
Clause. In case any provision in this Indenture or in the Securities shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.


 


SECTION 1.11. Benefits
Of Indenture. Nothing in this Indenture or in the Securities or Coupons,
express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder and the Holders, any benefit or any legal or
equitable right, remedy or claim under this Indenture.


 


SECTION 1.12. Governing
Law. THIS INDENTURE AND THE SECURITIES AND COUPONS SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THE
LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


SECTION 1.13. Legal
Holidays. Except as otherwise specified as contemplated by Section 2.02
or Section 3.01, as the case may be, in any case where any Interest
Payment Date, Redemption Date or Stated Maturity of any Security or Coupon
shall not be a Business Day at any Place of Payment, then (notwithstanding any
other provision of this Indenture or of such Security or Coupon) payment of
interest or principal (and premium, if any) need not be made at such Place of
Payment on such date, but may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date or Redemption Date, or at the Stated Maturity, as the case may be,
provided that no interest shall accrue for the period from and after such
Interest Payment Date, Redemption Date or Stated Maturity, as the case may be,
to the next succeeding Business Day at such Place of Payment.


 


SECTION 1.14. Moneys
of Different Currencies to be Segregated. The Trustee shall segregate
moneys, funds and accounts held by the Trustee hereunder in one currency (or
currency unit) from any moneys, funds or accounts in any other currencies (or
currency units), notwithstanding any provision herein which would otherwise
permit the Trustee to commingle such amounts.


 


SECTION 1.15. Payment
to be in Proper Currency. In the case of any Security denominated in any
particular currency or currency unit (the “Required Currency”), subject  to applicable law and except as otherwise
provided herein, therein or in or pursuant to the related Board Resolution,
Medium-Term Debt Securities Certificate or supplemental indenture, the
obligation of the Company to make any payment of principal, premium or interest
thereon shall not be discharged or satisfied by any tender by the Company, or
recovery by the Trustee, in any currency or currency unit other than the
Required Currency, except to the extent that such tender or recovery shall
result in the Trustee’s timely holding the full amount of the Required Currency
then due and payable. If any such tender or recovery is made in other than the
Required Currency, the Trustee may take such actions as it considers
appropriate to exchange such other currency or currency unit for the Required
Currency. The costs and risks of any such exchange, including without
limitation the risks of delay and exchange rate fluctuation, shall be borne by 


 


13

















 


the Company, the Company shall be liable for
any shortfall or delinquency in the full amount of the Required Currency then
due and payable, and in no circumstances shall the Trustee be liable therefor.
The Company hereby waives any defense of payment based upon any such tender or
recovery which is not in the Required Currency, or which, when exchanged for
the Required Currency by the Trustee, is less than the full amount of the
Required Currency then due and payable


 


SECTION 1.16. Language
of Notices, etc. Any request, demand, authorization, direction, notice,
consent or waiver required or permitted under this Indenture shall be in the
English language, except that any published notice may be in an official
language of the country of publication.


 


SECTION 1.17. Changes
in Exhibits. At any time and from time to time, the Company may substitute
a new form, or add new forms, of the Exhibits hereto. Such substitution shall
be effective upon receipt by the Trustee of such new form of Exhibit and a
Board Resolution or Officers’ Certificate adopting such new form of Exhibit,
and thereafter all references in this Indenture to such Exhibit shall be deemed
to refer to such new form of Exhibit.


 


SECTION 1.18. Counterparts;
Facsimile. THIS INDENTURE MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS AND
BY THE PARTIES HERETO IN SEPARATE COUNTERPARTS, AND SIGNATURE PAGES MAY BE
DELIVERED BY FACSIMILE, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN
ORIGINAL AND ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
AGREEMENT.


 


ARTICLE II



Issuance of Securities


 


SECTION 2.01. Creation
of Securities in Amount Unlimited. An unlimited aggregate principal amount
of Securities may be issued pursuant to this Article II and, in the case
of Medium-Term Debt Securities, pursuant to Article III. The Securities
(including Medium-Term Debt Securities) may be authenticated and delivered, as
authorized by the Board of Directors, in an unlimited number of series.


 


SECTION 2.02. Documents
Required for Issuance of Each Series of Securities Other Than Medium-Term Debt
Securities. At any time and from time to time, Securities of each series
created pursuant to the provisions of this Article II may be executed by
the Company and delivered to the Trustee and shall be authenticated by the
Trustee and delivered to, or upon the order of the Company upon receipt by the
Trustee of the following:


 


(a)  A Board Resolution or Board Resolutions
authorizing the execution, authentication and delivery of the Securities of the
series, and specifying:


 


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


 


14

















 


(ii)  any limit upon the
aggregate principal amount of the Securities of the series which may be
authenticated and delivered under this Article II (except for 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 4.03,
4.04, 4.05, 10.06 or 12.07 and except for any Securities which, pursuant to Section 4.02,
are deemed never to have been authenticated and delivered hereunder);


 


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


 


(iv)  the rate or rates, or the
method of determination thereof, at which any of the Securities of the series
shall bear interest, if any, the date or dates from which such interest shall
accrue, the Interest Payment Dates on which such interest shall be payable and
the Regular Record Date for the interest payable on any Registered Securities
on any Interest Payment Date;


 


(v)  the place or places where
the principal of (and premium, if any) and interest, if any, on any of the
Securities and Coupons, if any, of the series shall be payable and the office
or agency for the Securities of the series maintained by the Company pursuant
to Section 11.02;


 


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


 


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


 


(viii)  the terms of the
obligation of the Company, if any, to permit the conversion of the Securities
of the series into stock or other securities of the Company or of any other
corporation;


 


(ix)  the terms, if any, for the
attachment to Securities of the series of warrants, options or other rights to
purchase or sell stock or other securities of the Company;


 


(x)  if other than denominations
of $1,000 and in any integral multiple thereof, if Registered Securities, and
$5,000, if Bearer Securities, for Securities denominated in Dollars, the
denominations in which the Securities of the series shall be issuable;


 


(xi)  if other than the principal
amount thereof, the portion of the principal amount of any of the Securities of
the series which shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 6.02;


 


(xii)  the application, if any,
of Section 5.03, or such other means of satisfaction and discharge as may
be specified for the Securities and Coupons, if any, for a series;


 


15

















 


(xiii)  any deletions or
modifications of or additions to the Events of Default set forth in Section 6.01
or covenants of the Company set forth in Article IX or XI pertaining to
the Securities of the series;


 


(xiv)  the forms of the
Securities and Coupons, if any, of the series;


 


(xv)  if other than Dollars, the
currency or currencies, or currency unit or units, in which the Securities of
such series will be denominated and/or in which payment of the principal of (and
premium, if any) and interest, if any, on any of the Securities of the series
shall be payable and the Exchange Rate Agent, if any, for such series;


 


(xvi)  if the principal of (and
premium, if any) or interest, if any, on any of the Securities of the series
are to be payable at the election of the Company or a Holder thereof, or under
some or all other circumstances, in a currency or currencies, or currency unit
or units, other than that in which the Securities are denominated, the period
or periods within which, and the terms and conditions upon which, such election
may be made, or the other circumstances under which any of the Securities are
to be so payable, including without limitation the application of Section 4.10(b)
and any deletions to, modifications of or additions to the provisions thereof,
and any provision requiring the Holder to bear currency exchange costs by
deduction from such payments;


 


(xvii)  if the amount of payments
of principal of (and premium, if any) or interest, if any, on any of the
Securities of the series may be determined with reference to an index based on
(A) a currency or currencies or currency unit or units other than that in
which such Securities are stated to be payable or (B) any method, not
inconsistent with the provisions of this Indenture, specified in or pursuant to
such Board Resolution, then in each case (A) and (B) the manner in which
such amounts shall be determined;


 


(xviii)  whether the Securities
of the series are to be issued as Registered Securities or Bearer Securities
(with or without Coupons), or any combination thereof, whether Bearer
Securities may be exchanged for Registered Securities of the series and whether
Registered Securities may be exchanged for Bearer Securities of the series (if
permitted by applicable laws and regulations) and the circumstances under which
and the place or places where any such exchanges, if permitted, may be made;
and whether any Securities of the series are to be issuable initially in
temporary global form and whether any Securities of the series are to be
issuable in definitive global form with or without Coupons and, if so, whether
beneficial owners of interests in any such definitive global Security may
exchange such interests for Securities of such series and of like tenor of any
authorized form and denomination and the circumstances under which and the
place or places where any such exchanges may occur, if other than in the manner
provided in Section 4.04;


 


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


 


16

















 


(xx)  whether and under what
circumstances and with what procedures and documentation the Company will pay
additional amounts on any of the Securities and Coupons, if any, of the series
to any Holder who is not a U.S. Person (including a definition of such term),
in respect of any tax assessment or governmental charge withheld or deducted
and, if so, whether the Company will have the option to redeem such Securities
rather than pay additional amounts (and the terms of any such option);


 


(xxi)  the Person to whom any
interest on any Registered Security of the series shall be payable, if other
than the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, the manner in which, or the Person to whom, any interest on
any Bearer Security of the series shall be payable, if otherwise than upon
presentation and surrender of the Coupons appertaining thereto as they
severally mature and the extent to which, or the manner in which, any interest
payable on a temporary global Security on an Interest Payment Date will be paid
if other than in the manner provided in Section 4.03; and


 


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


 


If any of the
terms of the series are established by action taken pursuant to a Board
Resolution or Board Resolutions, an Officers’ Certificate certifying as to such
action also shall be delivered to the Trustee.


 


(b)  In case the Securities of the series to be
authenticated and delivered are to be created pursuant to one or more
supplemental indentures, such supplemental indenture or indentures, accompanied
by a Board Resolution or Board Resolutions authorizing such supplemental
indenture or indentures and designating the new series to be created and prescribing
pursuant to paragraph (a) above, consistent with the applicable provisions
of this Indenture, the terms and provisions relating to the Securities of the
series.


 


(c)  Either (i) a certificate or other
official document evidencing the due authorization, approval or consent of any
governmental body or bodies, at the time having jurisdiction in the premises,
together with an Opinion of Counsel that the Trustee is entitled to rely
thereon and that the authorization, approval or consent of no other
governmental body is required, or (ii) an Opinion of Counsel that no
authorization, approval or consent of any governmental body is required.


 


(d)  An Opinion of Counsel that all instruments
furnished to the Trustee conform to the requirements of this Indenture and
constitute sufficient authority hereunder for the Trustee to authenticate and
deliver the Securities and to deliver the Coupons, if any, of the series; that
all conditions precedent provided for in this Indenture relating to the
authentication and delivery of the Securities and delivery of the Coupons, if
any, of the series have been complied with and the Company is duly entitled to
the authentication and delivery of the Securities and Coupons, if any, of the
series in accordance with the provisions of this Indenture; that all laws and
requirements with respect to the form and execution by the Company of the
supplemental indenture, if any, and the execution and delivery by the Company
of the Securities and Coupons, if any, of the series have been complied with;
that the Company has all requisite power to 


 


17

















 


execute and deliver the supplemental
indenture, if any, and to issue the Securities and Coupons, if any, of the
series and has duly taken all necessary action for those purposes; and that the
supplemental indenture, if any, as executed and delivered and the Securities
and Coupons, if any, of the series, when issued, will be legal, valid and
binding obligations of the Company enforceable against the Company in
accordance with their terms (subject to applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other laws affecting
creditors’ rights generally from time to time in effect, the enforceability of
the Company’s obligations also being subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law); that the Securities and Coupons, if any, of the series, when
issued, will be entitled to the benefits of this Indenture, equally and ratably
with all other Securities and Coupons, if any, of such series theretofore
issued and then outstanding hereunder; and that the amount of Securities then
outstanding under this Indenture, including the Securities of the series, will
not exceed the amount at the time permitted by law or this Indenture.


 


(e)  An Officers’ Certificate stating that the
Company is not in default under this Indenture and that the issuance of the Securities
and Coupons, if any, of the series will not result in any breach of any of the
terms, conditions or provisions of, or constitute a default under, the Company’s
containing documents or any indenture, mortgage, deed of trust or other
agreement or instrument to which the Company is a party or by which it is
bound, or any order of any court or administrative agency entered in any
proceeding to which the Company is a party or by which it may be bound or to
which it may be subject; and that all conditions precedent provided in this
Indenture relating to the authentication and delivery of the Securities and
Coupons, if any, of the series have been complied with.


 


(f)  Such other documents as the Trustee may
reasonably require.


 


ARTICLE III



Issuance of Medium-Term Debt Securities


 


SECTION 3.01. Documents
Required for Issuance of Each Series of Medium-Term Debt Securities. At any
time, and from time to time, Securities (sometimes referred to herein as “Medium-Term
Debt Securities”) of each series created pursuant to the provisions of this
Article III may be executed by the Company and delivered to the Trustee
and shall be authenticated by the Trustee and delivered to, or upon the order
of, the Company upon receipt by the Trustee of the following:


 


(a)  A Board Resolution or Board Resolutions
authorizing the execution, authentication and delivery of Medium-Term Debt
Securities up to a specified aggregate principal amount, in such series and
subject to such terms as shall be established by officers of the Company
authorized by such resolutions to establish such series and terms.


 


(b)  A Medium-Term Debt Securities Certificate
requesting the Trustee to authenticate and deliver Medium-Term Debt Securities
of a series as contemplated by Section 4.02, and specifying the following
terms with respect to the Medium-Term Debt 


 


18

















 


Securities of the particular series,
authorized pursuant to the Board Resolution or Board Resolutions referred to in
paragraph (a) above:


 


(i)  the title of the Medium-Term
Debt Securities of the series (which shall distinguish the Medium-Term Debt
Securities of the series from all other Securities);


 


(ii)  the date of the Medium-Term
Debt Securities of the series;


 


(iii)  any limit upon the aggregate
principal amount of the Medium-Term Debt Securities of the series which may be
authenticated and delivered under this Article III (except for Medium-Term
Debt Securities authenticated and delivered upon registration of transfer of,
or in exchange for, or in lieu of, other Medium-Term Debt Securities of the
series pursuant to Section 4.03, 4.04, 4.05, 10.06 or 12.07 and except for
any Medium-Term Debt Securities which, pursuant to Section 4.02, are
deemed never to have been authenticated and delivered hereunder);


 


(iv)  the date or dates on which
the principal (and premium, if any) of any of the Medium-Term Debt Securities
of the series are payable or the method of determination thereof, which in any event
may not be less than nine months subsequent to the date of the first
authentication of Medium-Term Debt Securities of the series;


 


(v)  the rate or rates, or the
method of determination thereof, at which any of the Medium-Term Debt
Securities of the series shall bear interest, if any, the date or dates from
which such interest shall accrue, the Interest Payment Dates on which such
interest shall be payable and the Regular Record Date for the interest payable
on any Medium-Term Debt Securities of the series that are Registered Securities
on any Interest Payment Date;


 


(vi)  the place or places where
the principal of (and premium, if any) and interest, if any, on any of the
Medium-Term Debt Securities and Coupons, if any, of the series shall be payable
and the office or agency for the Medium-Term Debt Securities of the series
maintained by the Company pursuant to Section 11.02;


 


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


 


(viii)  the terms of any sinking
fund and the obligation, if any, of the Company to redeem or purchase
Medium-Term Debt Securities of the series pursuant to any sinking fund or
analogous provisions or at the option of a Holder thereof and the period or
periods within which, the price or prices at which and the terms and conditions
upon which Medium-Term Debt Securities of the series shall be redeemed or
purchased, in whole or in part;


 


(ix)  the terms of the obligation
of the Company, if any, to permit the conversion of the Medium-Term Debt
Securities of the series into stock or other securities of the Company or of
any other corporation;


 


19

















 


(x)  the terms, if any, for the
attachment to Medium-Term Debt Securities of the series of warrants, options or
other rights to purchase or sell stock or other securities of the Company;


 


(xi)  if other than denominations
of $1,000 and in any integral multiple thereof, if Registered Securities, and
$5,000 if Bearer Securities, for Medium-Term Debt Securities denominated in
Dollars, the denominations in which the Medium-Term Debt Securities of the
series shall be issuable;


 


(xii)  if other than the
principal amount thereof, the portion of the principal amount of any of the
Medium-Term Debt Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 6.02;


 


(xiii)  the application, if any,
of Section 5.03, or such other means of satisfaction and discharge as may
be specified for the Medium-Term Debt Securities and Coupons, if any, of the
series;


 


(xiv)  any deletions or
modifications of or additions to the Events of Default set forth in Section 6.01
or covenants of the Company set forth in Article IX or XI pertaining to
the Medium-Term Debt Securities of the series;


 


(xv)  if other than Dollars, the
currency or currencies, or currency unit or units, in which the Medium-Term
Debt Securities of the series will be denominated and/or in which payment of
the principal of (and premium, if any) and interest, if any, on any of the
Medium-Term Debt Securities of the series shall be payable and the Exchange
Rate Agent, if any, for such series;


 


(xvi)  if the principal of (and premium,
if any) or interest, if any, on any of the Securities of the series are to be
payable at the election of the Company or Holder thereof, or under some or all
other circumstances, in a currency or currencies, or currency unit or units,
other than that in which the Medium-Term Debt Securities are stated to be
payable, the period or periods within which, and the terms and conditions upon
which, such election may be made, or the other circumstances under which any of
the Medium-Term Debt Securities are to be so payable, including without
limitation the application of Section 4.10(b) and any deletions to,
modification of or additions to the provisions thereof, and any provision
requiring the Holder to bear currency exchange costs by deduction from such payments;


 


(xvii)  if the amount of payments
of principal of (and premium, if any) or interest, if any, on any of the
Medium-Term Debt Securities of the series may be determined with reference to
an index based on (i) a currency or currencies or currency unit or units
other than that in which such Securities are stated to be payable or (ii) any
method, not inconsistent with the provisions of this Indenture, specified in or
pursuant to such Board Resolution, then in each case (i) and (ii) the
manner in which such amounts shall be determined;


 


(xviii)  whether the Medium-Term
Debt Securities of the series are to be issued as Registered Securities or
Bearer Securities (with or without Coupons), or any combination 


 


20

















 


thereof,
whether Bearer Securities may be exchanged for Registered Securities of the
series and whether Registered Securities may be exchanged for Bearer Securities
of the series (if permitted by applicable laws and regulations) and the
circumstances under which and the place or places where any such exchanges, if
permitted, may be made; and whether any Medium-Term Debt Securities of the
series are to be issuable initially in temporary global form and whether any
Medium-Term Debt Securities of the series are to be issuable in definitive
global form with or without Coupons and, if so, whether beneficial owners of
interests in any such definitive global Medium-Term Debt Security may exchange
such interests for Medium-Term Debt Securities of such series and of like tenor
of any authorized form and denomination and the circumstances under which and
the place or places where any such exchange may occur, if other than in the
manner provided in Section 4.04;


 


(xix)  if the Medium-Term Debt
Securities and Coupons, if any, of the series are to be issued upon the
exercise of warrants, the time, manner and place for such Medium-Term Debt
Securities and Coupons, if any, of the series to be authenticated and
delivered;


 


(xx)  whether and under what
circumstances and with what procedures and documentation the Company will pay
additional amounts on any of the Medium-Term Debt Securities of the series to
any Holder who is not a U.S. Person (including a definition of such term), in
respect of any tax assessment or governmental charge withheld or deducted and,
if so, whether the Company will have the option to redeem such Medium-Term Debt
Securities rather than pay additional amounts (and the terms of any such
option);


 


(xxi)  the Person to whom any
interest on any Medium-Term Debt Security of the series shall be payable, if
other than the Person in whose name that Medium-Term Debt Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, the manner in which, or the person to
whom, any interest on any Bearer Security of the series shall be payable, if
otherwise than upon presentation and surrender of the Coupons appertaining
thereto as they severally mature and the extent to which, or the manner in which,
any interest payable on a temporary global Medium-Term Debt Security on an
Interest Payment Date will be paid if other than in the manner provided in Section 4.03;


 


(xxii)  the forms of the
Medium-Term Debt Securities and Coupons, if any, of the series; and


 


(xxiii)  any other terms of any
of the Medium-Term Debt Securities of the series (which terms shall not be
inconsistent with the provisions of this Indenture).


 


Unless the Company shall be required to
deliver an Officers’ Certificate pursuant to paragraph (d) below in
connection with the authentication of the Medium-Term Debt Securities of the
series, the delivery of such Medium-Term Debt Securities Certificate to the
Trustee shall be deemed to be a certification by the Company that all matters
certified in the most recent Officers’ Certificate delivered to the Trustee
pursuant to paragraph (d) below continue to be true and correct, as if
such Officers’ Certificate related to the 


 


21

















 


Medium-Term
Debt Securities covered by such Medium-Term Debt  Securities Certificate, on and as of the date
of such Medium-Term Debt Securities Certificate. The delivery of such
Medium-Term Debt Securities Certificate also shall be deemed to be a
certification that the Board Resolution or Board Resolutions referred to in
paragraph (a) above are in full force and effect on and as of the date of
such Medium-Term Debt Securities Certificate and that the terms and form or
forms of the Medium-Term Debt Securities and Coupons, if any, of the series
have been established by an officer or officers of the Company authorized by
such Board Resolution or Board Resolutions in accordance with the provisions
thereof and hereof.


 


(c)  If (i) the Company shall not have
previously delivered to the Trustee an Opinion of Counsel to the effect set
forth in this paragraph (c) with respect to the Medium-Term Debt
Securities authorized pursuant to the Board Resolution or Board Resolutions
referred to in paragraph (a) above or (ii) if the Medium-Term Debt
Securities Certificate referred to in paragraph (b) above specifies a
means of satisfaction and discharge other than the application of Section 5.03
with respect to the series of Medium-Term Debt Securities to which such
Medium-Term Debt Securities Certificate relates, an Opinion of Counsel that the
Medium-Term Debt Securities have been duly authorized by resolutions of the
Board of Directors of the Company, subject to the establishment of certain
terms of the Medium-Term Debt Securities and Coupons, if any, of the series by
officers of the Company authorized by such resolutions to establish such terms,
that when the terms of the Medium-Term Debt Securities and Coupons, if any, of
the series have been established as provided in such resolutions and in this
Indenture and the Medium-Term Debt Securities and Coupons, if any, of the
series have been executed, authenticated and delivered in accordance with the
provisions of this Indenture, the Medium-Term Debt Securities and Coupons, if
any, of the series will constitute legal, valid and binding obligations of the
Company entitled to the benefits of this Indenture, equally and ratably with
all other Securities and Coupons, if any, of such series theretofore issued and
then outstanding hereunder, that the amount of Securities then outstanding
under this Indenture, including the Medium-Term Debt Securities of the series,
will not exceed the amount at the time permitted by law or this Indenture and
that all conditions precedent provided in this Indenture relating to the
authentication and delivery of the Medium-Term Debt Securities and Coupons, if
any, of the series have been complied with.


 


(d)  If the Company shall not have delivered an
Officers’ Certificate pursuant to the provisions of this paragraph (d) to
the Trustee during the immediately preceding 12-month period, an Officers’
Certificate stating that the Company is not in default under this Indenture,
that the issuance of the Medium-Term Debt Securities and Coupons, if any, of
the series will not result in any breach of any of the terms, conditions or
provisions of, or constitute a default under, the Company’s constituting documents
or any indenture, mortgage, deed of trust or other agreement or instrument to
which the Company is a party or by which it is bound, or any order of any court
or administrative agency entered in any proceeding to which the Company is a
party or by which it may be bound or to which it may be subject, that all laws
and requirements with respect to the execution and delivery by the Company of
the Medium-Term Debt Securities and Coupons, if any, of the series have been
complied with and that all conditions precedent provided in this Indenture
relating to the authentication and delivery of the Medium-Term Debt Securities
and Coupons, if any, of the series have been complied with.


 


22

















 


(e)  Such other documents as the Trustee shall
reasonably request.


 


SECTION 3.02. Form
of Medium-Term Debt Securities. The Medium-Term Debt Securities and Coupons,
if any, of each series shall be in such forms as shall be specified as
contemplated by Section 3.01.


 


ARTICLE IV



The Securities


 


SECTION 4.01. Form
and Denomination. All Securities of any one series and the Coupons
appertaining to any Bearer Securities of such series shall be substantially
identical except, in the case of Registered Securities, as to denomination and
except as may otherwise be provided in or pursuant to the Board Resolution
referred to in Section 2.02 or Section 3.01, as the case may be, and
(subject to Section 4.02) set forth in the Officers’ Certificate or
Medium-Term Debt Securities Certificate referred to in Section 2.02 or Section 3.01,
as the case may be, or in any indenture supplemental hereto.


 


The Securities
of each series shall be issuable in such denominations as shall be specified as
contemplated by Section 2.02 or Section 3.01, as the case may be. In
the absence of any such provisions with respect to the Securities of any
series, the Securities of such series denominated in Dollars shall be issuable
in denominations of $l,000 and in any integral multiple thereof, if registered,
and in denominations of $5,000 if bearer. Securities of each series shall be
numbered, lettered or otherwise distinguished in such manner or in accordance
with such plan as the officers of the Company executing the same may determine
with the approval of the Trustee. Each Security shall bear the appropriate
legends, if any, as required by U.S. Federal tax law and regulations.


 


SECTION 4.02. Execution,
Delivery, Dating and Authentication. (a) 
The Securities shall be executed on behalf of the Company by a manual or
facsimile signature of one of its officers. Any Coupons shall be executed on
behalf of the Company by the manual or facsimile signature of any such officer
of the Company. In case any of the above referenced officers of the Company who
shall have signed any of the Securities or Coupons shall cease to be such
officer before the Securities so signed shall have been authenticated and
delivered by the Trustee or disposed of by the Company, such Securities
nevertheless may be authenticated and delivered or disposed of as though the
person who signed such Securities and/or Coupons had not ceased to be such
officer; and any Securities or Coupons may be signed on behalf of the Company
by such persons as, at the actual date of the execution of such Security or
Coupon, shall be such officers of the Company, although at the date of the
execution of this Indenture any such person was not such officer.


 


(b)  At any time and from time to time, the
Company may deliver Securities of any series, together with any Coupons
appertaining thereto, executed by the Company to the 


 


23

















 


Trustee for authentication, together (except
in the case of any Medium-Term Debt Securities) with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order (or, in the case of Medium-Term Debt Securities of any
series, upon receipt of a Medium-Term Debt Securities Certificate and in
accordance with the terms thereof) shall authenticate and make available for
delivery such Securities; provided, however, that, unless
otherwise specified in the Board Resolution (or, in the case of any Bearer
Securities that are Medium-Term Debt Securities in the Medium-Term Debt
Securities Certificate) with respect to an Bearer Securities, in connection
with its original issuance, no Bearer Security (including any temporary Bearer
Security issued pursuant to Section 4.03 which is not in global form)
shall be mailed or otherwise delivered to any location in the United States;
and provided further, that unless otherwise specified in the Board
Resolution (or, in the case of any Bearer Securities that are Medium-Term Debt
Securities, in the Medium-Term Debt Securities Certificate) with respect to
such Bearer Securities, such Bearer Security may be delivered in connection
with its original issuance only if the Person entitled to receive such Bearer
Security (including any temporary Bearer Security issued pursuant to Section 4.03
which is not in global form) shall have furnished to the Company or any agent,
underwriter or selling group member a certificate substantially in the form set
forth in Exhibit B.1 to this Indenture, dated no earlier than 15 days prior to
the earlier of the date on which such Bearer Security is delivered and the date
on which any temporary Security first becomes exchangeable for such Bearer
Security in accordance with the terms of such temporary Security and this
Indenture. In connection with the original issuance of any Bearer Security and
unless otherwise specified in the Board Resolution (or, in the case of any
Bearer Securities that are Medium-Term Debt Securities, in the Medium-Term Debt
Securities Certificate) with respect to such Bearer Securities, a confirmation
substantially in the form set forth in Exhibit B.5 to this Indenture shall be
sent to each purchaser thereof. If any Security shall be represented by a
definitive global Bearer Security, then, for purposes of this Section and Section 4.03,
the notation of a beneficial owner’s interest therein upon original issuance of
such Security or upon exchange of a portion of a temporary global Security
shall be deemed to be delivery in connection with its original issuance of such
beneficial owner’s interest in such definitive global Bearer Security. Except
as permitted by Section 4.05, the Trustee shall not authenticate and make
available for delivery any Bearer Security unless all appurtenant Coupons for
interest then matured have been detached and canceled.


 


(c)  The Trustee shall not be required to
authenticate Securities of any series if the issue of such Securities pursuant
to this Indenture will affect the Trustee’s own rights, duties or immunities
under the Securities and this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee, or if the Trustee determines that such
action may not lawfully be taken.


 


(d)  Unless otherwise specified pursuant to Section 3.01(b)(2),
each Registered Security shall be dated the date of its authentication, and
each Bearer Security and any Bearer Security in global form shall be dated as
of the date of original issuance of the first Security of such series to be
issued.


 


(e)  No Security or Coupon shall be entitled to
any benefit under this Indenture or be valid or obligatory for any purpose
unless there appears on such Security a certificate of authentication
substantially in the form provided for below executed by the Trustee by manual 


 


24

















 


signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been duly authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancelation as provided in Section 4.08
together with a written statement (which need not comply with Section 1.02
and need not be accompanied by an Opinion of Counsel) stating that such
Security has never been issued and sold by the Company, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.


 


(f)  The Trustee’s certificate of authentication
shall be in substantially the following form:


 


Dated:


 


This is one of
the Securities of the series designated herein issued under the
within-mentioned Indenture.


 


	
   

  	
  THE BANK OF NEW YORK,

  as Trustee

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signature

  	
   

  



 


 


SECTION 4.03. Temporary
Securities. (a)  Pending the
preparation of definitive Securities of any series, the Company may execute,
and upon Company Order (or, in the case of Medium-Term Debt Securities, receipt
of the Medium-Term Debt Securities Certificate with respect to such Medium-Term
Debt Securities) the Trustee shall authenticate and make available for delivery,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued, in
registered form or, if authorized, in bearer form with one or more Coupons or
without Coupons, and with such appropriate insertions, omissions, substitutions
and other variations as the officers executing such Securities may determine
(but which do not affect the rights, duties or immunities of the Trustee), as
evidenced conclusively by their execution of such Securities. Such temporary
Securities may be in global form.


 


(b)  Except in the case of temporary Securities in
global form (which shall be exchanged in accordance with the provisions of the
following paragraphs), if temporary Securities of any series are issued, the
Company will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such series,
the temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company maintained pursuant to Section 11.02
in a Place of Payment for such series for the purpose of exchanges of
Securities of such series, without charge to the Holder. Upon surrender for
cancelation of any one or more temporary Securities of any series (accompanied
by any 


 


25

















 


unmatured Coupons) the Company shall execute
and the Trustee shall authenticate and make available for delivery in exchange
therefor a like aggregate principal amount of definitive Securities of the same
series and of like tenor or authorized denominations; provided, however,
that, unless otherwise specified as contemplated by Section 2.02 or Section 3.01,
as the case may be, no definitive Bearer Security shall be delivered in
exchange for a temporary Registered Security; provided further that a
definitive Bearer Security shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth in Section 4.02.


 


(c)  If temporary Bearer Securities of any series
are issued in global form, such temporary global Bearer Securities shall,
unless otherwise specified as contemplated by Section 2.02 or Section 3.01,
as the case may be, be delivered to the London office of a depository or common
depository (the “Common Depositary”), for the benefit of Euroclear and Clearstream,
Luxembourg, for credit to the respective accounts of the beneficial owners of
interests in such Securities (or to such other accounts as they may direct).


 


(d)  Without unnecessary delay but in any event
not later than the date specified in, or determined pursuant to the terms of,
any such temporary global Security (the “Exchange Date”), the Company shall
deliver to the Trustee definitive Securities, in aggregate principal amount
equal to the principal amount of such temporary global Security, executed by
the Company. On or after the Exchange Date such temporary global Security shall
be surrendered by the Common Depositary to the Trustee, as the Company’s agent
for such purpose, to be exchanged, in whole or from time to time in part, for
definitive Securities without charge and the Trustee shall authenticate and
make available for delivery, in exchange for each portion of such temporary
global Security, an equal aggregate principal amount of definitive Securities
of the same series of authorized denominations and of like tenor as the portion
of such temporary global Security to be exchanged. The definitive Securities to
be delivered in exchange for any such temporary global Security shall be in
bearer form, registered form, definitive global form or any combination
thereof, as specified as contemplated by Section 2.02 or Section 3.01,
as the case may be, and, if any combination thereof is so specified, as
requested by the beneficial owner thereof; provided, however,
that, unless otherwise specified as contemplated by Section 2.02 or Section 3.01,
as the case may be, upon such presentation by the Common Depositary, such
temporary global Security shall be accompanied by a certificate dated the
Exchange Date or a subsequent date and signed by Euroclear as to the portion of
such temporary global Security held for its account then to be exchanged and a
certificate dated the Exchange Date or a subsequent date and signed by
Clearstream, Luxembourg as to the portion of such temporary global Security
held for its account then to be exchanged, each in the form set forth in
Exhibit B.2 to this Indenture; provided further that definitive Bearer
Securities (including a definitive global Bearer Security) shall be delivered
in exchange for a portion of a temporary global Security only in compliance
with the requirements of Section 4.02.


 


(e)  Unless otherwise specified as contemplated by
Section 2.02 or Section 3.01, as the case may be, the interest of a
beneficial owner of Securities of a series in a temporary global Bearer
Security shall be exchanged for definitive Bearer Securities of the same series
and of like tenor following the Exchange Date when the beneficial owner
instructs Euroclear or Clearstream, Luxembourg, as the case may be, to request
such exchange on his behalf and delivers to Euroclear or Clearstream,
Luxembourg, as the case may be, a certificate substantially in the form set
forth in Exhibit B.1 to this Indenture, dated no earlier than 15 days prior to
the 


 


26

















 


Exchange Date, copies of which certificate
shall be available from the offices of Euroclear, Clearstream, Luxembourg, the
Trustee, any Authenticating Agent appointed for such series of Securities and
any Paying Agent appointed for such series of Securities. Unless otherwise
specified as contemplated by Section 2.02 or Section 3.01, as the
case may be, any such exchange shall be made free of charge to the beneficial
owners of such temporary global Security, except that a Person receiving
definitive Securities must bear the cost of insurance, postage, transportation
and the like in the event that such Person does not take delivery of such
definitive Securities in person at the offices of Euroclear or Clearstream,
Luxembourg The definitive Bearer Securities to be delivered in exchange for any
portion of a temporary global Security shall be delivered only outside the United States.


 


(f)  Until exchanged in full as provided above,
the temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of the same series
and of like tenor authenticated and delivered hereunder, except that, unless
otherwise specified as contemplated by Section 2.02 or Section 3.01,
as the case may be, interest payable on a temporary global Bearer Security on
an Interest Payment Date for Securities of such series occurring prior to the
applicable Exchange Date shall be payable to Euroclear and Clearstream,
Luxembourg on such Interest Payment Date upon delivery by Euroclear and
Clearstream, Luxembourg to the Trustee of a certificate or certificates
substantially in the form set forth in Exhibit B.3 to this Indenture, for
credit without further interest on or after such Interest Payment Date to the
respective accounts of the Persons who are the beneficial owners of such
temporary global Security (or to such other accounts as they may direct) on
such Interest Payment Date and who have each delivered to Euroclear or
Clearstream, Luxembourg, as the case may be, a certificate substantially in the
form set forth in Exhibit B.4 to this Indenture. Any interest so received by Euroclear
and Clearstream, Luxembourg and not paid as herein provided shall be returned
to the Trustee immediately prior to the expiration of two years after such
Interest Payment Date in order to be repaid to the Company in accordance with Section 11.03.


 


SECTION 4.04. Registration,
Registration of Transfer and Exchange. (a) 
The Company shall cause to be kept at an office or agency to be
maintained by the Company in accordance with Section 11.02 a register
(being the combined register of the Security Registrar and all additional
transfer agents designated pursuant to Section 11.02 for the purpose of
registration of transfer of Securities and sometimes collectively referred to
as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Registered Securities and the registration of transfers of Registered
Securities. The Bank of New York is hereby appointed the initial Security
Registrar, with the Security Register initially to be kept at 101 Barclay
Street, Floor 8 West, New York, New York 10286. At all reasonable
times each register maintained by the Security Registrar and any additional
transfer agents shall be open for inspection by the Trustee.


 


(b)  Upon surrender for registration of transfer
of any Registered Security of any series at the office or agency of the Company
maintained pursuant to Section 11.02 for such purpose in a Place of
Payment for such series, the Company shall execute, and the Trustee shall
authenticate and make available for delivery, in the name of the designated
transferee or transferees, one or more new Registered Securities of the same series
of any authorized denominations and of a like aggregate principal amount and
tenor.


 


27

















 


(c)  At the option of the Holder, Registered
Securities of any series may be exchanged for other Registered Securities of
the same series of any authorized denominations and of a like aggregate
principal amount and tenor, upon surrender of the Securities to be exchanged at
any such office or agency. Whenever any Securities are so surrendered for
exchange. the Company shall execute, and the Trustee shall authenticate and
make available for delivery, the Securities which the Holder making the
exchange is entitled to receive. Unless otherwise specified as contemplated by Section 2.02
or Section 3.01, as the case may be, Bearer Securities may not be issued
in exchange for Registered Securities.


 


(d)  At the option of the Holder and unless
otherwise specified as contemplated by Section 2.02 or Section 3.01,
as the case may be, Bearer Securities of any series may be exchanged for
Registered Securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor, upon surrender of the Bearer
Securities to be exchanged at any such office or agency, with all unmatured
Coupons and all matured Coupons in default appertaining thereto. If the Holder
of a Bearer Security is unable to produce any such unmatured Coupon or Coupons
or matured Coupon or Coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
in an amount equal to the face amount of such missing Coupon or Coupons, or the
surrender of such missing Coupon or Coupons may be waived by the Company and
the Trustee if there is furnished to them such security or indemnity as they
may require to save each of them and any Paying Agent harmless. If thereafter
the Holder of such Security shall surrender to any Paying Agent any such
missing Coupon in respect of which such a payment shall have been made, such
Holder shall be entitled to receive the amount of such payment; provided,
however, that, except as otherwise provided in Section 11.02,
interest represented by Coupons shall be payable only upon presentation and
surrender of those Coupons at an office or agency located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any series is
surrendered at any such office or agency in exchange for a Registered Security
of the same series and like tenor after the close of business at such office or
agency on (i) any Regular Record Date and before the opening of business
at such office or agency on the relevant Interest Payment Date, or (ii) any
Special Record Date and before the opening of business at such office or agency
on the related proposed date for payment of Defaulted Interest, such Bearer
Security shall be surrendered without the Coupon relating to such Interest
Payment Date or proposed date for payment, as the case may be, and interest or
Defaulted Interest, as the case may be, will not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of
the Registered Security issued in exchange for such Bearer Security, but will
be payable only to the Holder of such Coupon when due in accordance with the
provisions of this Indenture.


 


(e)  Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
make available for delivery, the Securities which the Holder making the
exchange is entitled to receive.


 


(f)  Notwithstanding the foregoing, except as
otherwise specified as contemplated by Section 2.02 or Section 3.01,
as the case may be, any definitive global Bearer Security shall be exchangeable
only as provided in this paragraph. If the beneficial owners of interests in a
definitive global Bearer Security are entitled to exchange such interests for
Securities of such series and of like tenor and principal amount of another
authorized form and denomination, as 


 


28

















 


specified as contemplated by Section 2.02
or Section 3.01, as the case may be, then without unnecessary delay but in
any event not later than the earliest date on which such interest may be so
exchanged, the Company shall deliver to the Trustee definitive Securities in an
aggregate principal amount equal to the principal amount of such definitive
global Bearer Security, executed by the Company. On or after the earliest date
on which such interests may be so exchanged, such definitive global Bearer
Security shall be surrendered by the Common Depositary or such other depositary
or Common Depositary) as shall be specified in the Company Order or Medium-Term
Debt Securities Certificate, as the case may be, with respect thereto to the
Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or
from time to time in part, for definitive Securities without charge and the
Trustee shall authenticate and make available for delivery, in exchange for
each portion of such definitive global Bearer Security, an equal aggregate
principal amount of definitive Securities of the same series of authorized
denominations and of like tenor as the portion of such definitive global Bearer
Security to be exchanged which, unless the Securities of the series are not
issuable both as Bearer Securities and as Registered Securities, as specified
as contemplated by Section 2.02 or Section 3.01, as the case may be,
shall be in the form of Bearer Securities or Registered Securities, or any
combination thereof, as shall be specified by the beneficial owner thereof; provided,
however, that no such exchanges may occur during a period beginning at
the opening of business 15 Business Days before any selection of Securities of
that series to be redeemed and ending on the relevant Redemption Date; provided
further, that no Bearer Security delivered in exchange for a portion of a
definitive global Security shall be mailed or otherwise delivered to any
location in the United States. If a Registered Security is issued in
exchange for any portion of a definitive global Bearer Security after the close
of business at the office or agency where such exchange occurs on (i) any
Regular Record Date and before the opening of business at such office or agency
on the relevant Interest Payment Date, or (ii) any Special Record Date and
before the opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, interest or Defaulted Interest, as the
case may be, will not be payable on such Interest Payment Date or proposed date
for payment, as the case may be, in respect of such Registered Security, but
will be payable on such Interest Payment Date or proposed date for payment, as
the case may be, only to the Person to whom interest in respect of such portion
of such definitive global Bearer Security is payable in accordance with the
provisions of this Indenture.


 


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


 


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


 


(i)  No service charge shall be made for any
registration of transfer or exchange of Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or 


29

















 


exchange of Securities, other than exchanges
pursuant to Section 4.03, 10.06 or 12.07 not involving any transfer.


 


(j)  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 Business Days before any
selection of Securities of that series to be redeemed and ending at the close
of business on (A) if Securities of the series are issuable only as
Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if Securities of the series are issuable as Bearer
Securities, the day of the first publication of the relevant notice of
redemption or, if Securities of the series are also issuable as Registered
Securities and there is no publication, the day of mailing of the relevant
notice of redemption, or (ii) to register the transfer of or exchange any
Registered Security so selected for redemption, in whole or in part, except the
unredeemed portion of any Security being redeemed in part, or (iii) to
exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of that series and
like tenor; provided that such Registered Security shall be simultaneously
surrendered for redemption.


 


SECTION 4.05. Mutilated,
Destroyed, Lost and Stolen Securities. (a) 
If any mutilated Security or Security with a mutilated Coupon
appertaining to it is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and make available for delivery in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding with Coupons
corresponding to the Coupons, if any, appertaining to the surrendered Security,
provided that if such new Security is a Bearer Security, such Security shall be
delivered only outside the United States.


 


(b)  If there shall be delivered to the Company
and the Trustee (i) evidence to their satisfaction of the destruction,
loss or theft of any Security or Coupon and (ii) such security or
indemnity as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security or Coupon has been acquired by a protected
purchaser, the Company shall execute and the Trustee shall authenticate and
make available for delivery, in lieu of any such destroyed, lost or stolen
Security or in exchange for the Security to which a destroyed, lost or stolen
Coupon appertains (upon surrender to the Trustee of such Security with all
appurtenant Coupons not destroyed, lost or stolen), a new Security of the same
series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding, with Coupons corresponding to the Coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen Coupon appertains.


 


(c)  In case any such mutilated, destroyed, lost
or stolen Security or Coupon has become or is about to become due and payable,
the Company in its discretion may, instead of issuing a new Security or Coupon,
pay such Security or Coupon; provided, however, that principal of
(and premium, if any) and any interest on Bearer Securities shall, except as
otherwise provided in Section 11.02, be payable only at an office or
agency located outside the United States and, unless otherwise specified
as contemplated by Section 2.02 or Section 3.01, as the case may be,
any interest on Bearer Securities shall be payable only upon presentation and
surrender of the Coupons appertaining thereto.


 


30
















 


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


 


(e)  Every new Security or Coupon of any series
issued pursuant to this Section in lieu of any mutilated, destroyed, lost
or stolen Security or Coupon shall constitute an original additional
contractual obligation of the Company, whether or not the mutilated, destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall
be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities or Coupons of that series duly issued
hereunder.


 


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


 


SECTION 4.06. Payment
of Interest; Interest Rights Preserved. (a) 
Unless otherwise provided as contemplated by Section 2.02 or
Section 3.01, as the case may be, with respect to any series of
Securities, interest on any Registered Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest. At the option of the Company, interest on the Registered
Securities of any series that bears interest may be paid by mailing a check to
the address of any Holder as such address shall appear in the Security
Register.


 


(b)  Any interest on any Registered Security of
any series which is payable, but is not punctually paid or duly provided for,
on any Interest Payment Date (herein called “Defaulted Interest”) shall
forthwith cease to be payable to the Holder on the relevant Regular Record Date
by virtue of having been such Holder, and such Defaulted Interest may be paid
by the Company, at its election in each case, as provided in clause (i) or (ii)
below:


 


(i)  The Company may elect to
make payment of any Defaulted Interest to the Persons in whose names the
Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Security of such series and
the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this Clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record Date and,
in the name and at the expense of the Company, shall cause notice of 


 


31

















 


the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder of Securities of such series
at his address as it appears in the Security Register, not less than 10 days
prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (ii).


 


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


 


Subject to the
foregoing provisions of this Section and Section 4.04, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.


 


SECTION 4.07. Persons
Deemed Owners. (a)  Prior to due
presentment of a Registered Security for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name such Registered Security is registered as the owner of such
Registered Security for the purpose of receiving payment of principal of (and
premium, if any) and (subject to Sections 4.04, 4.06 and 4.11 and unless
otherwise specified as contemplated by Section 2.02 or Section 3.01,
as the case may be) interest on such Security and for all other purposes
whatsoever, whether or not such Security is overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.


 


(b)  Title to any Bearer Security and any Coupons
shall pass by delivery. The Company, the Trustee and any agent of the Company
or the Trustee may treat the Holder of any Bearer Security and the Holder of
any Coupon as the absolute owner of such Security or Coupon for the purpose of
receiving payment thereof or on account thereof (unless otherwise specified as
contemplated by Section 2.02 or Section 3.01, as the case may be) and
for all other purposes whatsoever, whether or not such Security or Coupon be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.


 


SECTION 4.08. Cancellation.
All Securities and Coupons surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee. All Securities and Coupons so delivered shall be
promptly canceled by the Trustee. All Bearer Securities and unmatured Coupons
held by the Trustee pending such cancelation shall be deemed to be delivered
for cancelation for all purposes of this Indenture and the Securities. The
Company may at any time deliver to the Trustee for cancelation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner 


 


32

















 


whatsoever, and may deliver to the Trustee
(or to any other Person for delivery to the Trustee) for cancelation any
Securities previously authenticated hereunder which the Company has not issued
and sold, and all Securities so delivered to the Trustee shall be promptly
canceled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section, except as
expressly permitted by this Indenture. All canceled Securities and Coupons held
by the Trustee shall be disposed of in a manner selected by the Trustee unless
otherwise directed by a Company Order; provided, however, that
the Trustee may, but shall not be required to, destroy such canceled Securities
and Coupons.


 


SECTION 4.09. Computation
of Interest. Except as otherwise specified as contemplated by
Section 2.02 or Section 3.01, as the case may be, for Securities of
any series, interest on the Securities of each series shall be computed on the
basis of a 360-day year of twelve 30-day months.


 


SECTION 4.10. Currency
and Manner of Payment in Respect of Securities. The provisions of this
Section shall apply to the Securities of any series unless otherwise
provided as contemplated by Section 2.02 or Section 3.01, as the case
may be.


 


(a)  The following payment provisions shall apply
to any Registered Security of any series denominated in a Foreign Currency or
any currency unit, except as provided in paragraph (b) below:


 


(i)  Except as provided in
subparagraph (a)(ii) or in paragraph (e) below, payment of principal of
and premium, if any, on such Registered Security will be made at the Place of
Payment by delivery of a check in the currency or currency unit in which the
Security is denominated on the payment date against surrender of such
Registered Security, and any interest on any Registered Security will be paid
at the Place of Payment by mailing a check in the currency or currency unit in
which such interest is payable (which shall be the same as that in which the
Security is denominated unless otherwise provided) to the Person entitled
thereto at the address of such Person appearing on the Security Register.


 


(ii)  Payment of the principal
of, premium, if any, and interest, if any, on such Security may also, subject
to applicable laws and regulations, be made at such other place or places as
may be designated by the Company by any appropriate method.


 


(b)  With respect to any Registered Security of
any series denominated in any currency unit, if the following provisions (or
any substitute therefor, or addition thereto, not inconsistent with this
Indenture) are established pursuant to Section 2.02 or Section 3.01,
as the case may be, and if the Company has not, before the delivery of the
election referred to in clause (i) below, deposited funds or securities in
compliance with Section 5.01 or clause (a)(i) or (if specified pursuant to
Section 2.02 or Section 3.01, as the case may be) clause (a)(ii) of
Section 5.03, the following payment provisions shall apply to any payment
to be made prior to the giving of any notice to Holders of any election to
redeem pursuant to Section 12.04, except as otherwise provided in
paragraphs (e) and (f) below:


 


33

















 


(i)  A Holder of Securities of a
series shall have the option to elect to receive payments of principal of,
premium, if any, and interest, if any, on such Securities in a currency or
currency unit (including Dollars), other than that in which the Security is
denominated, such election, as designated in the certificates for such
Securities (or as provided by Section 2.02 or Section 3.01, as the
case may be, or a supplemental indenture hereto with respect to uncertificated
securities), shall be made by delivering to the Paying Agent a written
election, to be in form and substance satisfactory to the Paying Agent, not
later than the close of business in New York, New York, on the day 15
days prior to the applicable payment date. Such election will remain in effect
for such Holder until changed by the Holder by written notice to the Paying
Agent (but any such written notice must be received by the Paying Agent not
later than the close of business on the day 15 days prior to the next payment
date to be effective for the payment to be made on such payment date and no
such change may be made with respect to payments to be made on any Security of
such series with respect to which notice of redemption has been given by the
Company pursuant to Article XII). Any Holder of any such Security who
shall not have delivered any such election to the Paying Agent in accordance
with this paragraph (b) will be paid the amount due on the applicable
payment date in the relevant currency unit as provided in paragraph (a) of
this Section. Payment of principal of and premium, if any, shall be made on the
payment date therefor against surrender of such Security. Payment of principal,
premium, if any, and interest, if any, shall be made at the Place of Payment by
mailing at such location a check, in the applicable currency or currency unit,
to the Holder entitled thereto at the address of such Holder appearing on the
Security Register.


 


(ii)  Payment of the principal
of, premium, if any, and interest, if any, on such Security may also, subject
to applicable laws and regulations, be made at such other place or places as
may be designated by the Company by any appropriate method.


 


(c)  Payment of the principal of and premium, if
any, and interest, if any, on any Bearer Security will be made, except as
provided in Section 4.03 with respect to temporary global Securities,
unless otherwise specified pursuant to Section 2.02 or Section 3.01,
as the case may be, and/or Section 10.01(viii), at such place or places
outside the United States as may be designated by the Company pursuant to
any applicable laws or regulations by any appropriate method in the currency or
currencies or currency unit or units in which the Security is payable (except
as provided in paragraph (e) below) on the payment date therefor against
surrender of the Bearer Security, in the case of payment of principal and
premium, if any, or the relevant Coupon, in the case of payment of interest, if
any, to a Paying Agent designated for such series pursuant to
Section 11.02.


 


(d)  Not later than 10 Business Days (with respect
to any Place of Payment) prior to each payment date, the Paying Agent shall
deliver to the Company a copy of its record of the respective aggregate amounts
of principal of, premium, if any, and interest, if any, on the Securities to be
made on such payment date, in the currency or currency unit in which each of
the Securities is payable, specifying the amounts so payable in respect of
Registered Securities and Bearer Securities and in respect of the Registered
Securities as to which the Holders of Securities denominated in any currency
unit shall have elected to be paid in another currency or currency unit as
provided in paragraph (b) above. If the election referred to in
paragraph (b) 


 


34

















 


above has been provided for pursuant to
Section 2.02 or Section 3.01, as the case may be, and if at least one
Holder has made such election, then, not later than the fifth Business Day
(with respect to any Place of Payment) prior to the applicable payment date the
Company will deliver to the Trustee an Exchange Rate Officers’ Certificate in
respect of the Dollar or Foreign Currency or currency unit payments to be made
on such payment date. The Dollar or Foreign Currency or currency unit amount
receivable by Holders of Registered Securities denominated in a currency unit
who have elected payment in another currency or currency unit as provided in paragraph (b)
above shall be determined by the Company on the basis of the applicable
Official Currency Unit Exchange Rate set forth in the applicable Exchange Rate
Officers’ Certificate.


 


(e)  If a Foreign Currency in which any Security
is denominated or payable ceases to be recognized both by the government of the
country which issued such currency and for the settlement of transactions by
public institutions of or within the international banking community, or if any
other currency unit in which a Security is denominated or payable ceases to be
used for the purposes for which it was established, in each case as determined
in good faith by the Company, then with respect to each date for the payment of
principal of, premium, if any, and interest, if any, on the applicable Security
denominated or payable in such Foreign Currency, or such other currency unit
occurring after the last date on which such Foreign Currency, or such other
currency unit was so used (the “Conversion Date”), the Dollar shall
become the currency of payment for use on each such payment date (but the
Foreign Currency or the currency unit previously the currency of payment shall,
at the Company’s election, resume being the currency of payment on the first
such payment date preceded by 15 Business Days during which the circumstances
which gave rise to the Dollar becoming such currency no longer prevail, in each
case as determined in good faith by the Company). The Dollar amount to be paid
by the Company to the Trustee and by the Trustee or any Paying Agent to the
Holder of such Security with respect to such payment date shall be the Dollar
Equivalent of the Foreign Currency or, in the case of a currency unit, the
Dollar Equivalent of the currency unit, as determined by the Exchange Rate
Agent (which shall be delivered in writing to the Trustee not later than the
fifth Business Day prior to the applicable payment date) as of the Conversion
Date or, if later, the date most recently preceding the payment date in
question on which such determination is possible of performance, but not more
than 15 days before such payment date (such Conversion Date or date
preceding a payment date as aforesaid being called the “Valuation Date”)
in the manner provided in paragraph (g) or (h) below.


 


(f)  If the Holder of a Registered Security
denominated in a currency unit elects payment in a specified Foreign Currency
or currency unit as provided for by paragraph (b) and such Foreign
Currency ceases to be used both by the government of the country which issued
such currency and for the settlement of transactions by public institutions of
or within the international banking community, or if a currency unit ceases to
be used for the purposes for which it is established, in each case as
determined in good faith by the Company, such Holder shall (subject to
paragraph (e) above) receive payment in the currency unit in which the
Security is denominated. Each payment covered by an election pursuant to
paragraph (b) above shall be governed by the provisions of this paragraph (f)
(but, subject to any contravening valid election pursuant to paragraph (b)
above, the specified Foreign Currency or other currency unit shall, at the
Company’s election, resume being the currency or currency unit, as applicable,
of payment with respect to Holders who have so elected, but only with respect
to payments on payment dates preceded by 15 Business Days during which the
circumstances which gave rise to such currency 


 


35

















 


unit becoming the currency unit of payment,
no longer prevail, in each case as determined in good faith by the Company).


 


(g)  The “Dollar Equivalent of the Foreign
Currency” shall be determined by the Exchange Rate Agent as of each
Valuation Date and shall be obtained by converting the specified Foreign
Currency into Dollars at the Market Exchange Rate on the Valuation Date.


 


(h)  The “Dollar Equivalent of the Currency
Unit” shall be determined by the Exchange Rate Agent as of each Valuation
Date and shall be the sum obtained by adding together the results obtained by
converting the Specified Amount of each Component Currency into Dollars at the
Market Exchange Rate on the Valuation Date for such Component Currency.


 


(i)  For purposes of this Section 4.10 the
following terms shall have the following meanings:


 


A “Component Currency” shall mean any
currency which, on the Conversion Date, was a component currency of the
relevant currency unit.


 


A “Specified Amount” of a Component
Currency shall mean the number of units (including decimals) which such
Component Currency represented in the relevant currency unit, on the Conversion
Date or, the Valuation Date or the last date the currency unit was so used,
whichever is later. If after such date the official unit of any Component
Currency is altered by way of combination or subdivision, the Specified Amount
of such Component Currency shall be divided or multiplied in the same
proportion. If after such date two or more Component Currencies are
consolidated into a single currency, the respective Specified Amounts of such
Component Currencies shall be replaced by an amount in such single currency
equal to the sum of the respective Specified Amounts of such consolidated
Component Currencies expressed in such single currency, and such amount shall thereafter
be a Specified Amount and such single currency shall thereafter be a Component
Currency. If after such date any Component Currency shall be divided into two
or more currencies, the Specified Amount of such Component Currency shall be
replaced by specified amounts of such two or more currencies, the sum of which,
at the Market Exchange Rate of such two or more currencies on the date of such
replacement, shall be equal to the Specified Amount of such former Component
Currency and such amounts shall thereafter be Specified Amounts and such
currencies shall thereafter be Component Currencies.


 


“Market Exchange Rate” shall mean, as
of any date, for any currency or currency unit the noon Dollar buying rate for
that currency or currency unit, as the case may be, for cable transfers quoted
in New York City on such date as certified for customs purposes by the
Federal Reserve Bank of New York or such other rate as may be established
pursuant to Section 2.02 or Section 3.01, as the case may be. If such
rates are not available for any reason with respect to one or more currencies
or currency units for which an Exchange Rate is required, the Exchange Rate
Agent shall use, in its sole discretion and without liability on its part, such
quotation of the Federal Reserve Bank of New York as of the most recent
available date, or quotations from one or more major banks in New York
City or in the country of issue of the currency or currency unit in 


 


36

















 


question, or
such other quotations as the Exchange Rate Agent shall deem appropriate. Unless
otherwise specified by the Exchange Rate Agent, if there is more than one
market for dealing in any currency or currency unit by reason of foreign
exchange regulations or otherwise, the market to be used in respect of such
currency or currency unit shall be that upon which a nonresident issuer of
securities designated in such currency or currency unit would, as determined in
its sole discretion and without liability on the part of the Exchange Rate
Agent, purchase such currency or currency unit in order to make payments in
respect of such securities.


 


(j)  All decisions and determinations of the
Exchange Rate Agent regarding the Dollar Equivalent of the Foreign Currency,
the Dollar Equivalent of the Currency Unit and the Market Exchange Rate shall
be in its sole discretion and shall, in the absence of manifest error, be  conclusive for all purposes and irrevocably
binding upon the Company and all Holders of the Securities and Coupons denominated
or payable in the relevant currency or currency units. In the event that a
Foreign Currency ceases to be used both by the government of the country which
issued such currency and for the settlement of transactions by public
institutions of or within the international banking community, the Company,
after learning thereof, will immediately give notice thereof to the Trustee
(and the Trustee will promptly thereafter give notice in the manner provided in
Section 1.06 to the Holders) specifying the Conversion Date. In the event
a currency unit in which Securities or Coupons are denominated or payable,
ceases to be used for the purposes for which it was established, the Company,
after learning thereof, will immediately give notice thereof to the Trustee (and
the Trustee will promptly thereafter give notice in the manner provided in
Section 1.06 to the Holders) specifying the Conversion Date. Any actions
taken pursuant to the parentheticals at the end of the first sentence of
Section 4.10(e) and at the end of Section 4.10(f) shall be promptly
set forth in like notices from the Company to the Trustee and then from the
Trustee to the Holders (which notice may be mailed with payment to the
Holders). Subject to the provisions of Sections 7.01 and 7.03, the Trustee
shall be fully justified and protected in relying and acting upon information
received by it from the Company and the Exchange Rate Agent, and shall not
otherwise have any duty or obligation to determine such information
independently.


 


SECTION 4.11. Securities
in Global Form. (a)  If Securities of
a series are issuable in global form, as specified as contemplated by
Section 2.02 or Section 3.01, as the case may be, then,
notwithstanding clause (a)(viii) of Section 2.02 or clause (b)(ix) of
Section 3.01, as the case may be, and the provisions of Section 4.01,
such Security shall represent such of the Outstanding Securities of such series
as shall be specified therein and may provide that it shall represent the
aggregate amount of Outstanding Securities from time to time endorsed thereon
and that the aggregate amount of Outstanding Securities represented thereby may
from time to time be reduced or increased to reflect exchanges. Any endorsement
of a Security in global form to reflect the amount, or any increase or decrease
in the amount, of Outstanding Securities represented thereby shall be made by
the Trustee in such manner and upon instructions given by such Person or
Persons as shall be specified therein or in the Company Order (or, in the case
of Medium-Term Debt Securities, the Medium-Term Debt Securities Certificate) to
be delivered to the Trustee pursuant to Section 4.02 or Section 4.03.
Subject to the provisions of Section 4.02 and, if applicable,
Section 4.03, the Trustee shall deliver and redeliver any Security in
definitive global bearer form in the manner and upon written instructions given
by the Person or Persons specified therein or in the applicable Company Order
(or, in the case of Medium-Term Debt 


 


37

















 


Securities, the Medium-Term Debt Securities
Certificate). If a Company Order (or, in the case of Medium-Term Debt
Securities, Medium-Term Debt Securities Certificate) pursuant to
Section 4.02 or 4.03 has been, or simultaneously is, delivered, any
instructions by the Company with respect to endorsement or delivery or
redelivery of a Security in global form shall be in writing but need not comply
with Section 1.02 and need not be accompanied by an Opinion of Counsel.


 


(b)  The provisions of the last sentence of  Section 4.02(e) shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 1.02 and need not be accompanied by an Opinion of
Counsel) with regard to the reduction in the principal amount of Securities
represented thereby, together with the written statement contemplated by the
last sentence of Section 4.02(e).


 


(c)  Notwithstanding the provisions of
Section 4.06, unless otherwise specified as contemplated by
Section 2.02 or Section 3.01, as the case may be, payment of
principal of and any premium and any interest on any Security in definitive
global form shall be made to the Person or Persons specified therein.


 


(d)  Notwithstanding the provisions of
Section 4.07 and except as provided in the preceding paragraph, the
Company, and any agent of the Company may, and the Trustee and any agent of the
Trustee, at the direction of the Company, may treat a Person as the Holder of
such principal amount of Outstanding Securities represented by a definitive
global Security as shall be specified in a written statement of the Holder of
such definitive global Security or, in the case of a definitive global Security
in bearer form, of Euroclear or Clearstream, Luxembourg which is produced to
the Trustee by such Person; provided, however, that none of the
Company, the Trustee, the Security Registrar or any Paying Agent shall have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a Security in
global form or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.


 


ARTICLE V


 


Satisfaction and Discharge


 


SECTION 5.01. Satisfaction
and Discharge of Indenture in Respect of any Series of Securities. This
Indenture shall upon Company Request cease to be of further effect with respect
to a series of Securities (except as to any surviving rights of (as applicable)
registration of transfer or exchange of Securities and Coupons, if any, of such
series herein expressly provided for), and the Trustee, at the request and
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to such series, when:


 


(a)  Either


 


38

















 


(i)  all Securities and Coupons,
if any, of such series theretofore authenticated and delivered (other than
(A) Securities and Coupons of such series which have been destroyed, lost
or stolen and which have been replaced or paid as provided in Section 4.05
and (B) Securities and Coupons of such series for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 11.03) have been delivered to the Trustee for
cancelation; or


 


(ii)  all such Securities and
Coupons of such series not theretofore delivered to the Trustee for cancelation
(A) have become due and payable, or (B) will become due and payable at their
Stated Maturity within one year, or (C) are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Company,


 


and the
Company, in the case of (ii)(A), (B) or (C) above, has deposited or caused to
be deposited with the Trustee as trust funds in trust for the purpose an amount
in the currency or currency unit in which such Securities and Coupons of such
series are payable sufficient to pay and discharge the entire indebtedness on
such Securities and Coupons of such series not theretofore delivered to the
Trustee for cancelation, for principal (and premium, if any) and interest, if
any, to the date of such deposit (in the case of Securities and Coupons of such
series which have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be;


 


(b)  the Company has paid or caused to be paid all
other sums payable hereunder by the Company with respect to such series of
Securities; and


 


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


 


Notwithstanding
the satisfaction and discharge of this Indenture with respect to a series, the
obligations of the Company to the Trustee under Section 7.07, the
obligations of the Trustee to any Authenticating Agent under Section 7.14
and, if money shall have been deposited with the Trustee pursuant to
subclause (ii) of clause (a) of this Section, the obligations of the
Trustee under Section 5.02 and Section 11.03(e) shall survive.


 


SECTION 5.02. Application
of Trust Money. Subject to the provisions of  Section 11.03(e), all money deposited
with the Trustee pursuant to Sections 5.01 and 5.03 (and all money received as
payment in connection with U.S. Government Obligations and Foreign Government
Securities deposited pursuant to Section 5.03) shall be held in trust and
applied by it, in accordance with the provisions of the Securities and Coupons,
if any, 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, if any, for whose payment such money has been
deposited with the Trustee.


 


39

















 


SECTION 5.03. Satisfaction,
Discharge and Defeasance of Securities of any Series. (a)  If this Section is specified, as
contemplated by Section 2.02 or Section 3.01, as the case may be, to
be applicable to Securities and Coupons, if any, of any series, at the Company’s
option, either


 


(i)  the Company will be deemed to
have been Discharged (as defined below) from its obligations with respect to
Securities and Coupons, if any, of such series or


 


(ii)  the Company will cease to
be under any obligation with respect to such series to comply with any term,
provision or condition set forth in (x) Sections 9.01 and 9.02 or
(y) the instrument or instruments setting forth the terms, provisions or
conditions of such series pursuant to Section 2.02 or Section 3.01,
as the case may be (provided, in the case of this subclause (y), that such
instrument or instruments specify which terms, provisions or conditions, if
any, are subject to this clause (a)(ii) and that no such instrument may specify
that the Company may cease to comply with any obligations as to which it may
not be Discharged pursuant to the definition of “Discharged”).


 


(b)  A Discharge pursuant to clause (a)(i) above
shall be effective with respect to the Securities and Coupons, if any, of such
series on the 91st day after the applicable conditions set forth below in (i)
and either (ii) or (iii) have been satisfied, and the Company’s release
from its obligations to comply with certain obligations with respect to such
series pursuant to clause (a)(ii) above shall be effective with respect to
the Securities and Coupons, if any, of such series on the first day after the
applicable conditions set forth below in (i) and either (ii) or
(iii) have been satisfied:


 


(i)  the Company has:


 


(A)  paid or caused to be paid
all other sums payable with respect to the Outstanding Securities and Coupons,
if any, of such series (in addition to any required under clause (b)(ii)
or (b)(iii)); and


 


(B)  delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction and
discharge of the entire indebtedness on all Outstanding Securities and Coupons,
if any, of any such series have been complied with;


 


(ii)  (A)  the Company shall have deposited or caused to
be deposited irrevocably with the Trustee as a trust fund specifically pledged
as security for, and dedicated solely to, the benefit of the Holders of the
Securities and Coupons, if any, of such series (1) money in an amount (in
such currency, currencies or currency unit or units in which any Outstanding
Securities and Coupons, if any, of such series are payable) or (2) in the
case of Securities and Coupons, if any, denominated in Dollars, U.S. Government
Obligations (as defined below) or, in the case of Securities and Coupons, if
any, denominated in a Foreign Currency, Foreign Government Securities (as
defined below), which through the payment of interest and principal in respect
thereof in accordance with their terms without reinvestment will provide, not
later than one day before the due date of any payment of principal (including
any premium) and interest, if any, under the 


 


40

















 


Securities and
Coupons, if any, of such series, money in an amount or (3) a combination
of (1) and (2), which in any case of clauses (1), (2) and (3) is
sufficient (in the opinion with respect to (2) and (3) of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee) to pay and discharge each installment
of principal of (including premium, if any, on), and interest, if any, on, the
Outstanding Securities and Coupons, if any, of such series on the dates such
installments of interest or principal are due, in the currency, currencies or
currency unit or units, in which such Securities and Coupons, if any, are
payable;


 


(B)  no Event of Default or event
(including such deposit) which with notice or lapse of time would become an
Event of Default shall have occurred and be continuing on the date of such
deposit, (2) no Event of Default as defined in clause (v) or (vi) of
Section 6.01, or event which with notice or lapse of time or both would
become an Event of Default under either such clause, shall have occurred within
90 days after the date of such deposit, and (3) such deposit and the
related intended consequence under clause (a)(i) or (a)(ii) above will not
result in any default or event of default under any material indenture,
agreement or other instrument binding upon the Company;


 


(C)  the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that Holders of
the Securities and Coupons, if any, of such series will not recognize income,
gain or loss for Federal income tax purposes as a result of the Company’s
exercise of its option under this Section 5.03 and will be subject to
Federal income tax in the same amount, in the same manner and at the same times
as would have been the case if such option had not been exercised; and


 


(D)  if the Securities of such
series are then listed on the New York Stock Exchange, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that such
Securities will not be delisted as the result of the Company’s exercise of its
option under this Section 5.03;


 


(iii)  the Company has properly
fulfilled such other means of satisfaction and discharge as is specified, as
contemplated by Section 2.02 or Section 3.01, as the case may be, to
be applicable to the Securities and Coupons, if any, of such series.


 


(c)  Any deposits with the Trustee referred to in
clause (b)(ii)(A) above will be made under the terms of an escrow trust
agreement in form and substance satisfactory to the Trustee. If any Outstanding
Securities and Coupons, if any, of such series are to be redeemed prior to
their Stated Maturity, whether pursuant to any mandatory redemption provisions
or in accordance with any mandatory sinking fund requirement, the applicable
escrow trust agreement will provide therefor and the Company will make
arrangements for the giving of notice of redemption by the Trustee in the name,
and at the expense, of the Company.


 


SECTION 5.04. Reinstatement.
If the Trustee is unable to apply any money, U.S. Government Obligations or
Foreign Government Securities in accordance with Section 5.01 by reason of
any legal proceeding or by reason of any order or judgment of any court or 


 


41

















 


governmental authority enjoining, restraining
or otherwise prohibiting such application, the Company’s obligations under this
Indenture and the Securities and Coupons, if any, of such series shall be
revived and reinstated as though no deposit had occurred pursuant to
Section 5.01 until such time as the Trustee is permitted to apply all such
money, U.S. Government Obligations or Foreign Government Securities in
accordance with Section 5.0; provided, however, that if the
Company has made any payment of interest on or principal of (and premium, if
any) on any Securities and Coupons, if any, of such series because of the reinstatement
of its obligations, the Company shall be subrogated to the rights of the
Holders of such series of Securities and Coupons, if any, to receive such
payment from the money, U.S. Government Obligations or Foreign Government
Securities held by the Trustee.


 


SECTION 5.05. Definitions.
The following terms, as used in this Article, shall have the following
meanings:


 


“Discharged” means that the Company
will be deemed to have paid and discharged the entire indebtedness represented
by, and obligations under, the Securities and Coupons, if any, of the series as
to which this Section is specified as applicable as aforesaid and to have
satisfied all the obligations under this Indenture relating to the Securities
and Coupons, if any, of such series (and the Trustee, at the request and
expense of the Company, will execute proper instruments acknowledging the
same), except (A) the rights of Holders thereof to receive, from the trust
fund described in Section 5.03(b)(ii)(A), payment of the principal of (and
premium, if any) and the interest, if any, on such Securities and Coupons, if
any, when such payments are due, (B) the Company’s obligations with
respect to such Securities and Coupons, if any, under Sections 4.04 and 4.05
(insofar as applicable to Securities of such series), 5.02, 11.02 and 11.03(e)
and the Company’s obligations to the Trustee under Section 7.07,
(C) the rights of Holders of Securities of any series with respect to the
currency or currency units in which they are to receive payments of principal,
premium, if any, and interest, if any, and (D) the rights, powers, trusts,
duties and immunities of the Trustee hereunder, will survive such discharge.
The Company will reimburse the trust fund for any loss suffered by it as a
result of any tax, fee or other charge imposed on or assessed against deposited
U.S. Government Obligations or Foreign Government Securities, as the case may
be, or any principal or interest paid on such obligations, and, subject to the
provisions of Section 7.07, will indemnify the Trustee against any claims
made against the Trustee in connection with any such loss.


 


“Foreign Government Securities” means,
with respect to Securities and Coupons, if any, of any series that are
denominated in a Foreign Currency, securities that are (i) direct
obligations of the government that issued or caused to be issued such currency
for the payment of which obligations 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 such government the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by such
government, which, in either case under clause (i) or (ii), are not
callable or redeemable at the option of the issuer thereof.


 


“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 


 


42

















 


or
(ii) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America the timely
payment of which is unconditionally guaranteed as a full faith and credit
obligation of the United States of America, which, in either case under
clause (i) or (ii), are not callable or redeemable at the option of the
issuer thereof, and will also include 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.


 


ARTICLE VI


 


Remedies


 


SECTION 6.01. Events
of Default. “Event of Default” with respect to any series of Securities
means each one of the events specified below in this Section 6.01, unless
it is either inapplicable to a particular series or is specifically deleted or
modified in or pursuant to the supplemental indenture, Board Resolution or
Medium-Term Debt Securities Certificate establishing such series of Securities:


 


(i)  default in the payment of
any installment of interest upon any of the Securities of such series, as and
when the same shall become due and payable, and continuance of such default for
a period of 30 days; or


 


(ii)  default in the payment of
the principal of or premium, if any, on any of the Securities of such series,
as and when the same shall become due and payable (subject to clause (iii)
below) either at maturity, upon redemption, by declaration or otherwise; or


 


(iii)  default in the making of
any payment for a sinking, purchase or analogous fund provided for in respect
of such series of Securities, as and when the same shall become due and
payable, and continuance of such default for a period of 30 days; or


 


(iv)  failure on the part of the
Company duly to observe or perform any other of the covenants or agreements in
respect of the Securities of such series, or contained in this Indenture with
respect to such series, or failure on the part of the Guarantor duly to observe
or perform any of the covenants or agreements contained in the Guarantee
Agreement in respect of the Securities of such series, for a period of 90 days
after the date on which written notice of such failure requiring the Company or
the Guarantor, as the case may be, to remedy the same and stating that such
notice is a ‘Notice of Default’ hereunder, shall have been given, by registered
or certified mail, to the Company and the Guarantor by the Trustee, or to the
Company and the Trustee by the holders of at least 25% in aggregate principal
amount of the Securities of such series at the time Outstanding; or


 


43

















 


(v)  entry of a decree or order
for relief in respect of the Company or the Guarantor by a court having
jurisdiction in the premises in an involuntary case under any applicable
Federal or state bankruptcy, insolvency or other similar law now or hereafter
in effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Company or the Guarantor, as the case
may be, or for any substantial part of its property, or ordering the winding-up
or liquidation of its affairs and such decree or order shall remain unstayed
and in effect for a period of 60 consecutive days; or


 


(vi)  commencement by the Company
or the Guarantor of a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or consent by the
Company or the Guarantor to the appointment of or taking possession by a
receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of the Company or the Guarantor, as the case may be, or for
any substantial part of its property, or any general assignment by the Company
or the Guarantor for the benefit of creditors, or failure by the Company or the
Guarantor, as the case may be, generally to pay its debts as they become due,
or the taking by the Company or the Guarantor of any corporate action in
furtherance of any of the foregoing;


 


(vii)  the Guarantee shall be
held in a judicial proceeding to be unenforceable or ceases for any reason to
be in full force and effect (other than in accordance with the terms of the
Guarantee) or the Guarantor denies or disaffirms its obligations under the
Guarantee; or


 


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


 


SECTION 6.02. Acceleration
of Maturity; Rescission and Annulment. (a) 
If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in each and every such case,
either the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Outstanding Securities of that series or, in the case of an Event
of Default specified in clause (v) or (vi) of Section 6.01, of all
series (voting as a class) with respect to which such Event of Default has
occurred and is continuing, may declare the principal amount (or, if the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) of all
of the Securities of that series, together with accrued interest thereon, if
any, to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by Holders), and upon any such declaration such
principal amount (or specified amount), together with accrued interest thereon,
if any, shall become immediately due and payable.


 


(b)  At any time after such a declaration of
acceleration with respect to Securities of any series has been made and before
a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article provided, the Holders of a majority in
principal amount of the Outstanding Securities of that series, by written
notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if


 


(i)  the Company has paid or
deposited with the Trustee a sum sufficient to pay


 


44

















 


(A)  all overdue interest on all
Securities of that series,


 


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


 


(C)  to the extent that payment
of such interest is lawful, interest upon overdue interest at the rate or rates
prescribed therefor in such Securities, and


 


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


 


and


 


(ii)  all Events of Default with
respect to Securities of that series, other than the nonpayment of the
principal of Securities of that series which have become due solely by such
declaration of acceleration, have been cured or waived as provided in
Section 6.13.


 


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


 


SECTION 6.03. Collection
of Indebtedness and Suits for Enforcement by Trustee. (a)  The Company covenants that if:


 


(i)  default shall be made in the
payment of any installment of interest on any Security or Coupon as and when
the same shall become due and payable, and such default shall have continued
for the period of grace provided for with respect to such Security or Coupon,
as the case may be,


 


(ii)  default shall be made in
the payment of the principal of or premium, if any, on any Security as and when
the same shall have become due and payable (subject to clause (iii)
below), whether at maturity of the Security or upon redemption or by
declaration or otherwise, and such default shall have continued for any period
of grace provided for with respect to such Security, or


 


(iii)  default shall be made in
the payment for any sinking, purchase or analogous fund provided for in respect
of any Security as and when the same shall become due and payable, and such
default shall have continued for any period of grace provided for with respect
to such Security,


 


the Company
will, upon demand of the Trustee, pay to it, for the benefit of the Holders of
such Securities and Coupons, if any, the whole amount then due and payable on
such Securities and Coupons, if any, for principal (and premium, if any) and
interest, if any, and, to the extent that payment of such interest shall be
legally enforceable, interest on any overdue principal (and premium, if any)
and on any overdue installments of interest, if any, at the rate or rates
prescribed therefor in such Securities and Coupons, if any, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the 


 


45

















 


reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.


 


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


 


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


 


SECTION 6.04. Trustee
May File Proofs of Claim. (a)  In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,


 


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


 


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


 


and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due 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.


 


(b)  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, 


 


46

















 


arrangement, adjustment or composition
affecting the Securities and/or Coupons or the rights of any Holder thereof or
to authorize the Trustee to vote in respect of the claim of any Holder in any
such proceeding.


 


SECTION 6.05. Trustee
May Enforce Claims Without Possession of Securities. All rights of action
and claims under this Indenture or the Securities and Coupons, if any, may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or Coupons, if any, or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders of the Securities and Coupons, if any,
in respect of which such judgment has been recovered.


 


SECTION 6.06. Application
of Money Collected. Any money collected by the Trustee pursuant to this
Article shall be applied in the following order, at the date or dates fixed by
the Trustee and, in case of the distribution of such money on account of
principal (or premium, if any) or interest, upon presentation of the Securities
and Coupons, if any, and the notation thereon of the payment if only partially
paid and upon surrender thereof if fully paid:


 


FIRST: to the payment of all amounts due the
Trustee under Section 7.07;


 


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


 


THIRD: the balance, if any, to the Person or
Persons entitled thereto.


 


SECTION 6.07. Limitation
on Suits. No Holder of Securities of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless


 


(i)  an Event of Default with
respect to Securities of such series shall have occurred and be continuing and
such Holder has previously given written notice to the Trustee of such
continuing Event of Default;


 


(ii)  the Holders of not less
than 25% in principal amount of the Outstanding Securities of that series or,
in the case of an Event of Default specified in clause (v) or (vi) of
Section 6.01, of all series (voting as a class) with respect to which such
Event of Default has occurred and is continuing, shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default in its own name as Trustee hereunder;


 


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


 


47

















 


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


 


(v)  no direction inconsistent
with such written request has been given to the Trustee during such 60-day
period by the Holders of a majority in principal amount of the Outstanding
Securities of that series or, in the case of an Event of Default specified in
clause (v) or (vi) of Section 6.01, of all series (voting as a class)
with respect to which such Event of Default has occurred and is continuing;


 


it being
understood and intended that no one or more of such Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture (including without limitation the provisions of Section 6.12)
to affect, disturb or prejudice the rights of any other of such Holders, or to
obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all such Holders.


 


SECTION 6.08. Unconditional
Right of Holders to Receive Principal, Premium and Interest. Notwithstanding
any other provision in this Indenture, the Holder of any Security or any Coupon
shall have the right, which is absolute and unconditional, to receive payment
of the principal of (and premium, if any) and (subject to Section 4.06)
interest, if any, on such Security or Coupon on the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.


 


SECTION 6.09. Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case, subject to and determination in such proceeding, the Company, the Trustee
and the Holders shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and
the Holders shall continue as though no such proceeding had been instituted.


 


SECTION 6.10. Rights
and Remedies Cumulative. Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities
and/or Coupons, if any, in Section 4.05(f), no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.


 


SECTION 6.11. Delay
or Omission Not Waiver. No delay or omission of the Trustee or of any
Holder of any Securities and/or Coupons to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Subject to the provisions of Section 6.07, every right and remedy given by
this Article or by law to the Trustee or to the 


 


48

















 


Holders may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders, as
the case may be.


 


SECTION 6.12. Control
by Holders. The Holders of not less than a majority in principal amount of
the Outstanding Securities of any series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such series; provided that


 


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


 


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


 


(iii)  subject to the provisions
of Section 7.01, the Trustee shall have the right to decline to follow any
such direction if the Trustee in good faith shall, by a Responsible Trust
Officer or Officers of the Trustee, determine that the action so directed would
involve the Trustee in personal liability or be unduly prejudicial to Holders
not joining therein.


 


SECTION 6.13. Waiver
of Past Defaults. The Holders of not less than a majority in principal
amount of the Outstanding Securities of any series may on behalf of the Holders
of all the Securities of such series waive any past default hereunder with
respect to such series and its consequences, except a default


 


(i)  in the payment of the
principal of (or premium, if any) or interest, if any, on any Security of such
series, or


 


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


 


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


 


SECTION 6.14. Undertaking
for Costs. All parties to this Indenture agree, and each Holder of a
Security and/or Coupon by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees and expenses, against any party litigant
in such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Company, to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the 


 


49

















 


aggregate more than 10% in principal amount
of the Outstanding Securities of any series, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of (or premium, if
any) or interest, if any, on any Security or the payment of interest on any
Coupon on or after the Stated Maturity or Maturities expressed in such Security
(or, in the case of redemption, on or after the Redemption Date).


 


SECTION 6.15. Waiver
of Stay or Extension Laws. The Company covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and the Company
(to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had
been enacted.


 


ARTICLE VII


 


The Trustee


 


SECTION 7.01. Certain
Duties and Responsibilities. (a) 
Except during the continuance of an Event of Default,


 


(i)  the Trustee undertakes to
perform such duties and only such duties as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and


 


(ii)  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; but in the case of any such certificates or
opinions which by any provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall be under a duty to examine the same
to determine whether or not they conform to the requirements of this Indenture.


 


(b)  In case 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, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.


 


(c)  No provision of this Indenture shall be
construed to relieve the Trustee from liability for its own negligent action,
its own negligent failure to act, or its own wilful misconduct, except that


 


(i)  this SubSection shall
not be construed to limit the effect of SubSection (a) of this Section;


 


50
















 


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


 


(iii)  the Trustee shall not be
liable with respect to any action taken or omitted to be taken by it in good
faith in accordance with the direction of the Holders of a majority in
principal amount of the Outstanding Securities of any series, given pursuant to
Section 6.12, relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture with respect to the
Securities of such series; and


 


(iv)  no provision of this
Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.


 


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


 


SECTION 7.02. Notice
of Defaults. Within 90 days after the occurrence of any default
hereunder with respect to the Securities of any series, the Trustee shall
transmit to the Holders of Securities of such series notice as provided in
Section 1.06 of such default hereunder known to the Trustee, unless such
default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of (or premium,
if any, on) or interest on any Security of such series or in the payment of any
sinking fund installment with respect to Securities of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors or
Responsible Trust Officers of the Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders of Securities of
such series; provided, further, that in the case of any default
of the character specified in Section 6.01(iv) with respect to Securities
of such series, no such notice to Holders shall be given until at least 30 days
after the occurrence of such default. For the purpose of this Section, the term
“default” means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Securities of such
series.


 


SECTION 7.03. Certain
Rights of Trustee. Subject to the provisions of Section 7.01:


 


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


 


51

















 


(b)  any request or direction of the Company mentioned
herein shall be sufficiently evidenced by a Company Request or Company Order
and any resolution of the Board of Directors may be sufficiently evidenced by a
Board Resolution;


 


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


 


(d)  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 in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon;


 


(e)  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 pursuant to this Indenture, unless
such Holders shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction;


 


(f)  the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, coupon, other evidence of indebtedness or other
paper or document;


 


(g)  the Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through agents or counsel, and the Trustee shall not be responsible for any
misconduct or negligence on the part of any agent or counsel appointed with due
care (and, in the case of any agent, with the prior written consent of the
Company; provided, however, that the Company’s prior written
consent shall not be required in connection with the appointment of an agent as
a result of or in connection with a default or an Event of Default) by it
hereunder; and


 


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


 


SECTION 7.04. Not
Responsible for Recitals or Issuance of Securities. The recitals contained
herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and the
Trustee assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the
proceeds thereof.


 


SECTION 7.05. May
Hold Securities. The Trustee, any Paying Agent, any Security Registrar or
any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities or warrants to purchase Securities
and, subject to Section 7.08, may otherwise deal with the Company with the
same rights it would have if it were not Trustee, Paying Agent, Security
Registrar or such other agent.


 


52

















 


SECTION 7.06. Money
Held in Trust. Except as provided in Section 1.14, money held by the
Trustee or any Paying Agent in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee or any Paying
Agent shall be under no liability for interest on any money received by it
hereunder except as otherwise agreed with the Company.


 


SECTION 7.07. Compensation
and Reimbursement. (a)  The Company
agrees:


 


(i)  to pay to the Trustee from
time to time in Dollars such compensation as shall be agreed to in writing
between the Company and the Trustee for all services rendered by it hereunder
(which compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust);


 


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


 


(iii)  to indemnify the Trustee
in Dollars for, and to hold it harmless against, any and all loss, liability,
damage, claim or expense, including taxes (other than taxes based upon, or
measured or determined by, the income of the Trustee) incurred without
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder.


 


(b)  As security for the performance of the
obligations of the Company under this Section, the Trustee shall have a lien
prior to the Securities upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the payment of principal of,
premium, if any, or interest, if any, on particular Securities.


 


(c)  When the Trustee incurs expenses or renders
services in connection with an Event of Default specified in
Section 6.01(v) and Section 6.01(vi), the expenses (including the
reasonable charges and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any
applicable Federal or state bankruptcy, insolvency or other similar law. The
provisions of this Section shall survive the termination of this
Indenture.


 


SECTION 7.08. Disqualification;
Conflicting Interests. (a)  If the
Trustee has or shall acquire any conflicting interest, as defined in
Section 310(b) of the Trust Indenture Act, with respect to the Securities
of any series, it shall, within 90 days after ascertaining that it has
such conflicting interest, either eliminate such conflicting interest or resign
with respect to the Securities of that series in the manner and with the effect
provided by, and subject to the provisions of, Section 310(b) of the Trust
Indenture Act and this Indenture.


 


53

















 


(b)  In the event that the Trustee shall fail to
comply with the provisions of the preceding sentence with respect to the
Securities of any series, the Trustee shall, within 10 days after the
expiration of such 90-day period, transmit, in the manner and to the extent
provided in Section 1.06, to all Holders of Securities of that series
notice of such failure.


 


(c)  Nothing herein shall prevent the Trustee from
filing with the Commission the application referred to in the penultimate
paragraph of Section 310(b) of the Trust Indenture Act.


 


(d)  To the extent permitted by the Trust
Indenture Act, the Trustee shall not be deemed to have a conflicting interest
with respect to the Securities of any series by virtue of being Trustee with
respect to the Securities of any particular series of Securities other than
that series.


 


SECTION 7.09. Corporate
Trustee Required; Eligibility. There shall at all times be a Trustee for
each series of Securities hereunder which shall be either (1) a
corporation organized and doing business under the laws of the
United States of America, any State thereof or the District of Columbia,
which is authorized under such laws to exercise corporate trust powers and is
subject to supervision or examination by Federal or State authority and having
its Corporate Trust Office located in The City of New York or (2) a
corporation or other Person organized and doing business under the laws of a
foreign government that is permitted to act as Trustee pursuant to a rule,
regulation or order of the Commission, which is authorized under such laws to
exercise corporate trust powers and is subject to supervision or examination by
authority of such foreign government or a political subdivision thereof
substantially equivalent to supervision or examination applicable to
United States institutional trustees; in either case having a combined
capital and surplus of at least $50,000,000. If such corporation or Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation or Person
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. Neither the Company nor any Person
directly or indirectly controlling, controlled by, or under common control with
the Company shall serve as trustee for the Securities of any series issued
hereunder. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.


 


SECTION 7.10. Resignation
and Removal; Appointment of Successor. (a) 
No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the acceptance
of appointment by the successor Trustee in accordance with the applicable
requirements of Section 7.11.


 


(b)  The Trustee may resign at any time with
respect to the Securities of one or more series by giving written notice
thereof to the Company. If the instrument of acceptance by a successor Trustee
required by Section 7.11 shall not have been delivered to the resigning
Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.


 


54

















 


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


 


(d)  If at any time:


 


(i)  the Trustee shall fail to
comply with Section 7.08 after written request therefor by the Company or
by any Holder who has been a bona fide Holder of a Security of a series as to
which the Trustee has a conflicting interest for at least six months, or


 


(ii)  the Trustee for a series
shall cease to be eligible under Section 7.09 and shall fail to resign
after written request therefor by the Company or by any Holder of Securities of
such series, or


 


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


 


then, in any
such case, (i) the Company by a Board Resolution may remove the Trustee
with respect to all Securities, or (ii) subject to Section 6.14, any
Holder who has been a bona fide Holder of a Security for at least six months
(and, in the case of clause (i) above, who is a holder of a Security of a
series as to which the Trustee has a conflicting interest) may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.


 


(e)  If the Trustee shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of the
Trustee for any cause, with respect to the Securities of one or more series,
the Company, by a Board Resolution, shall promptly appoint a successor Trustee
or Trustees with respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the
Securities of one or more of or all such series and that at any time there shall
be only one Trustee with respect to the Securities of any particular series)
and such successor Trustee or Trustees shall comply with the applicable
requirements of Section 7.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 7.11, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no
successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 7.11, any Holder who has been a bona fide
Holder of a Security of such series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.


 


55

















 


(f)  The Company shall give notice of each
resignation and each removal of the Trustee with respect to the Securities of
any series and each appointment of a successor Trustee with respect to the
Securities of any series by giving notice of such event to all Holders of
Securities of such series as provided by Section 1.06. Each notice shall
include the name of the successor Trustee with respect to the Securities of such
series and the address of its Corporate Trust Office.


 


SECTION 7.11. Acceptance
of Appointment by Successor. (a)  In
case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.


 


(b)  In case of the appointment hereunder of a
successor Trustee 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 one or more series shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions
as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such 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; and upon the execution and delivery of
such supplemental indenture, the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.


 


(c)  Upon request of any such successor Trustee,
the Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor 


 


56

















 


Trustee all such rights, powers and trusts
referred to in paragraph (a) or (b) of this Section, as the case may be.


 


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


 


SECTION 7.12. Merger,
Conversion, Consolidation or Succession to Business. Any corporation into
which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided that such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.


 


SECTION 7.13. Judgment
Currency. (a)  If, for the purpose of
obtaining a judgment in any court with respect to any obligation of the Company
hereunder or under any Security or Coupon, it shall become necessary to convert
into any other currency or currency unit any amount in the currency or currency
unit due hereunder or under such Security or Coupon, then such conversion shall
be made at the Conversion Rate (as defined below) as in effect on the date the
Company shall make payment to any Person in satisfaction of such judgment. If
pursuant to any such judgment, conversion shall be made on a date other than
the date payment is made and there shall occur a change between such Conversion
Rate and the Conversion Rate as in effect on the date of payment or
distribution, the Company agrees to pay such additional amounts (if any) as may
be necessary to ensure that the amount paid is the amount in such other
currency or currency unit which, when converted at the Conversion Rate as in
effect on the date of payment or distribution, is the amount then due hereunder
or under such Security or Coupon. Any amount due from the Company under this
Section 7.13 shall be due as a separate debt and is not to be affected by
or merged into any judgment being obtained for any other sums due hereunder or
in respect of any Security or Coupon so that in any event the Company’s
obligations hereunder or under such Security or Coupon will be effectively
maintained as obligations in such currency or currency unit. In no event, however,
shall the Company be required to pay more in the currency or currency unit
stated to be due hereunder or under such Security or Coupon.


 


(b)  For purposes of this Section 7.13, “Conversion
Rate” shall mean, as of any date, for any currency or currency unit into
which an amount due hereunder or under any Security or Coupon is to be
converted, the noon buying rate in the other currency or currency unit for that
currency or currency unit for cable transfers quoted in New York City on
such date as certified for customs purposes by the Federal Reserve Bank of
New York. If such rates are not available for any reason with respect to
one or more currencies or currency units for which a Conversion Rate is
required, the Exchange Rate Agent shall use, in its sole discretion and without
liability on its part, such quotation of the Federal Reserve Bank of
New York as of the most recent available date, or quotations from one or
more major banks in New York City or in 


 


57

















 


the country of issue of the currency in
question, or such other quotations as the Exchange Rate Agent shall deem
appropriate. Unless otherwise specified by the Exchange Rate Agent, if there is
more than one market for dealing in a currency or currency unit by reason of
foreign exchange regulations or otherwise, the market to be used in respect of
such currency or currency unit shall be that upon which a nonresident issuer of
securities designated in such currency or currency unit would, as determined in
its sole discretion and without liability on the part of the Exchange Rate
Agent, purchase such currency or currency unit in order to make payments in
respect of such Securities. If there does not exist a quoted exchange rate in
any currency or currency unit (the “First Currency”) for another
currency unit (the “Second Currency”), then the Conversion Rate for the
Second Currency shall be equal to equivalent amount in the First Currency
obtained by converting the Specified Amount of each Component Currency of the
Second Currency into the First Currency at the Conversion Rate (determined as
provided above) for each such Component Currency on such date (or, if the First
Currency is a currency unit for which there is no quoted exchange rate in any
Component Currency, by converting the Specified Amount of each Component
Currency of the Second Currency into the Specified Amount of each Component
Currency of the First Currency at the Conversion Rate (determined as provided
above) for each such Component Currency on such date).


 


SECTION 7.14. Appointment
of Authenticating Agent. (a)  The
Company may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon original issue or
upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 4.05, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder. Wherever
reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee’s certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Trustee and shall at all times
be a corporation having a combined capital and surplus of not less than the
equivalent of $50,000,000 and subject to supervision or examination by Federal,
state or District of Columbia authority or the equivalent foreign authority, in
the case of an Authenticating Agent who is not organized and doing business
under the laws of the United States of America, any state thereof or the
District of Columbia. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.


 


(b)  Any corporation into which an Authenticating
Agent may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which
such Authenticating Agent shall be a party, or any corporation succeeding to
the corporate agency or corporate trust business of such Authenticating Agent,
shall continue to be an Authenticating Agent; provided such corporation 


 


58

















 


shall be otherwise eligible under this
Section, without the execution or filing of any paper or any further act on the
part of the Trustee or such Authenticating Agent.


 


(c)  An Authenticating Agent may resign at any
time by giving written notice thereof to the Trustee and to the Company. The
Company may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Trustee.
Upon receiving such a notice of resignation or upon such a termination, or in
case at any time such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, the Company may appoint a
successor Authenticating Agent which shall be acceptable to the Trustee and
shall mail, or cause to be mailed, written notice of such appointment by
first-class mail, postage prepaid, to all Holders of Registered Securities, if
any, of the series with respect to which such Authenticating Agent will serve,
as their names and addresses appear in the Security Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder,
with like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.


 


(d)  The Company agrees to pay to each
Authenticating Agent from time to time reasonable compensation for its services
under this Section.


 


(e)  If an appointment with respect to one or more
series is made pursuant to this Section, the Securities of such series may have
endorsed thereon, in addition to the Trustee’s certificate of authentication,
an alternative certificate of authentication in the following form:


 


This is one of
the Securities of the series designated herein issued under the
within-mentioned Indenture.


 


	
  THE BANK OF NEW YORK, As Trustee

  
	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
  [                       ]

  	
   

  
	
   

  	
  As Authenticating Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
  Authorized [Officer] [Signature]

  	
   

  



 


(f)  If all the Securities of a series may not be
originally issued at one time, and if the Trustee does not have an office
capable of authenticating Securities upon original issuance located in a Place
of Payment or other place where the Company wishes to have Securities of such
series authenticated upon original issuance, the Company shall appoint in
accordance with this Section an Authenticating Agent (which may be an
Affiliate of the Company if eligible to be appointed as an Authenticating Agent
hereunder) having an office in such Place of Payment or other place designated
by the Company with respect to such series of Securities.


 


59

















 


ARTICLE VIII


 


Holders’ Lists and Reports by Trustee and
Company


 


SECTION 8.01. Company
to Furnish Trustee Names and Addresses of Holders. The Company will furnish
or cause to be furnished to the Trustee:


 


(a)  semiannually, not later than January 15 and
July 15 in each year, a list in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of each series of Registered
Securities as of the preceding January 1 or July 1, as the case may be, and
such information concerning the Holders of Bearer Securities which is known to
the Company or any Paying Agent other than the Company; provided, however,
that the Company and such Paying Agents shall have no obligation to investigate
any matter relating to any Holder of a Bearer Security or a Coupon; and


 


(b)  at such other times as the Trustee may request
in writing, within 30 days after the receipt by the Company of any such
request, a list of similar form and content, such list to be dated as of a date
not more than 15 days prior to the time such list is furnished, and such
information concerning the Holders of Bearer Securities which is known to the
Company or any such Paying Agent; provided, however, that the
Company and such Paying Agents shall have no obligation to investigate any
matter relating to any Holder of a Bearer Security or a Coupon; notwithstanding
the foregoing SubSections (a) and (b), at such times as the Trustee is the
Security Registrar and Paying Agent with respect to a particular series of
Securities, no such list shall be required to be furnished in respect of such
series.


 


SECTION 8.02. Preservation
of Information; Communications to Holders. (a)  The Trustee shall preserve, in as current a
form as is reasonably practicable, the names and addresses of Holders of each
series contained in the most recent list furnished to the Trustee as provided
in Section 8.01 and the names and addresses of Holders of each series
received by the Trustee in any capacity as Security Registrar or Paying Agent.
The Trustee may destroy any list furnished to it as provided in
Section 8.01 upon receipt of a new list so furnished.


 


(b)  If three or more Holders of Securities of any
series (herein referred to as “applicants”) apply in writing to the
Trustee, and furnish to the Trustee reasonable proof that each such applicant
has owned a Security of such series for a period of at least six months
preceding the date of such application, and such application states that the
applicants desire to communicate with other Holders of Securities of such
series with respect to their rights under this Indenture or under such
Securities and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee
shall, within five business days after the receipt of such application, at its
election, either:


 


(i)  afford such applicants
access to the information preserved at the time by the Trustee in accordance
with Section 8.02(a), or


 


(ii)  inform such applicants as
to the approximate number of Holders of Securities of such series whose names
and addresses appear in the information preserved at the time by the Trustee in
accordance with Section 8.02(a), and as to the approximate cost of 


 


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mailing to
such Holders the form of proxy or other communication, if any, specified in
such application.


 


If the Trustee
shall elect not to afford such applicants access to such information, the
Trustee shall, upon the written request of such applicants, mail to each Holder
of Securities of such series whose name and address appear in the information
preserved at the time by the Trustee in accordance with Section 8.02(a) a
copy of the form of proxy or other communication which is specified in such
request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender the
Trustee shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the best
interest of the Holders of such series or would be in violation of applicable
law. Such written statement shall specify the basis of such opinion. If the
Commission, after opportunity for a hearing upon the objections specified in
the written statement so filed, shall enter an order refusing to sustain any of
such objections or if, after the entry of an order sustaining one or more of
such objections, the Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met and shall enter an
order so declaring, the Trustee shall mail copies of such material to all such
Holders with reasonable promptness after the entry of such order and the
renewal of such tender; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.


 


(c)  Every Holder of Securities or Coupons, by
receiving and holding the same, agrees with the Company and the Trustee that
neither the Company nor the Trustee nor any agent of either of them shall be
held accountable by reason of the disclosure of any such information as to the
names and addresses of the Holders in accordance with Section 8.02(b),
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 8.02(b).


 


SECTION 8.03. Reports
by Trustee. (a)  Within 60 days
after May 15 of each year commencing with the May 15 occurring after
the initial issuance of Securities hereunder, the Trustee shall transmit by
mail to the Holders of Securities, as provided in SubSection (c) of this
Section, a brief report dated as of such May 15 in accordance with and to
the extent required under Section 313 of the TIA.


 


(b)  A copy of each such report shall, at the time
of such transmission to Holders, be filed by the Trustee with each
United States stock exchange upon which any Securities are listed, with
the Commission and with the Company.


 


(c)  Reports pursuant to Section 8.03(a)
shall be transmitted by mail (i) to all Holders, as their names and
addresses appear in the Security Register, (ii) to all Holders as have,
within two years preceding such transmission, filed their names and addresses
with the Trustee for such purpose, and (iii) to all Holders whose names
and addresses have been furnished or received by the Trustee pursuant to
Sections 8.01 and 8.02.


 


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SECTION 8.04. Reports
by Company. The Company shall:


 


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


 


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


 


(iii)  transmit by mail to all
Holders of Securities, in the manner and to the extent provided in
Section 8.03(c) with respect to reports to be transmitted pursuant to
Section 8.03(a), within 30 days after the filing thereof with the Trustee,
such summaries of any information, documents and reports required to be filed
by the Company pursuant to paragraph (i) of (ii) of this Section as may be
required by rules and regulations prescribed from time to time by the
Commission; and


 


(iv)  promptly notify the Trustee
when any Securities are listed on any stock exchange.


 


ARTICLE IX


 


Consolidation, Merger, Conveyance or Transfer


 


SECTION 9.01. Company
May Consolidate, Etc., Only on Certain Terms. The Company shall not
consolidate with or merge into any other Person or convey or transfer its
properties and assets substantially as an entirety to any Person, unless:


 


(i)  the Person formed by such
consolidation or into which the Company is merged or the Person which acquires
by conveyance or transfer the properties and assets of the Company
substantially as an entirety shall be a corporation organized and existing
under the laws of the United States of America or any state or the District of
Columbia, and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, the
due and punctual payment of the principal of, and premium, if any, and
interest, if any, on all the Securities and the 


 


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performance or
observance of every covenant of this Indenture on the part of the Company to be
performed or observed;


 


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


 


(iii)  the Company has delivered
to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating
that such consolidation, merger, conveyance or transfer and such supplemental
indenture comply with this Article and that all conditions precedent herein
provided for relating to such transaction have been complied with.


 


SECTION 9.02. Successor
Corporation Substituted. Upon any consolidation or merger, or any
conveyance or transfer of the properties and assets of the Company
substantially as an entirety in accordance with Section 9.01, the
successor corporation formed by such consolidation or into which the Company is
merged or to which such conveyance or transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor corporation had been
named as the Company herein; and in the event of any such conveyance or
transfer, the Company (which term shall for this purpose mean the Person named
as the “Company” in the first paragraph of this instrument or any
successor corporation which shall have theretofore become such in the manner
prescribed in Section 9.01) shall be discharged from all liability under
this Indenture and in respect of the Securities and may be dissolved and
liquidated.


 


SECTION 9.03. Assignment
by and Substitution of the Company. The rights and obligations of the
Company under this Indenture and the Securities may be assigned or transferred
(i) to another Person with which the Company is consolidated or merged or
which acquires by conveyance or transfer any of the properties or assets of the
Company, (ii) to the Guarantor or (iii) to any subsidiary of the
Guarantor. Provided that the requirements of this Section 9.03 for such
assignment or transfer shall have been met, upon any such assignment or
transfer, all of the obligations of the Company under this Indenture and the
Securities shall cease and the Company shall be released from all obligations under
this Indenture and the Securities. In the case of any assignment other than to
the Guarantor, the obligations of the Guarantor set forth in the Guarantee
Agreement shall remain in full force and effect or the Guarantor shall execute
a new Guarantee Agreement containing provisions substantially the same as such
obligations. Any successor to the Company shall be organized and validly
existing under the laws of the United States, any political subdivision
thereof or any state or province thereof or the District of Columbia, and shall
expressly assume by supplemental indenture the due and punctual payment of the
principal of (and premium, if any) and interest on all the Securities and the
performance of the Company’s covenants and obligations under this Indenture and
the Securities.


 


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ARTICLE X


 


Supplemental Indentures


 


SECTION 10.01.
Supplemental Indentures Without Consent of Holders. Without the consent
of any Holders, the Company, when authorized by or pursuant to a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:


 


(i)  to evidence the succession
of another corporation to the Company and the assumption by any such successor
of the covenants of the Company herein and in the Securities;


 


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


 


(iii)  to add any additional
Events of Default with respect to all or any series of the Securities (and, if
such Event of Default is applicable to less than all series of Securities,
specifying the series to which such Event of Default is applicable);


 


(iv)  to add to or change any of
the provisions of this Indenture to such extent as shall be necessary to
facilitate the issuance of Securities in bearer form, registrable or not
registrable as to principal, and with or without interest coupons; to change or
eliminate any restrictions on the payment of principal of or any premium or
interest on Bearer Securities, to permit Bearer Securities to be issued in
exchange for Registered Securities, to permit Bearer Securities to be issued in
exchange for Bearer Securities of other authorized denominations; provided
that any such addition or change shall not adversely affect the interests of
the Holders of Securities of any series or any related Coupons in any material
respect;


 


(v)  to change or eliminate any
of the provisions of this Indenture; provided that any such change or
elimination shall become effective only when there is no Security Outstanding
of any series created prior to the execution of such supplemental indenture
which is adversely affected by such change in or elimination of such provision;


 


(vi)  to establish the form or
terms of Securities of any series as permitted by Sections 2.02 and 3.01;


 


(vii)  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 7.11(b);


 


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(viii)  if allowed under
applicable laws and regulations, to permit payment in the United States of
principal, premium or interest on Bearer Securities or Coupons, if any;


 


(ix)  to provide for the issuance
of uncertificated Securities of one or more series in addition to or in place
of certificated Securities;


 


(x)  to cure any ambiguity or to
correct or supplement any provision herein which may be defective or
inconsistent with any other provision herein; or


 


(xi)  to make any other
provisions with respect to matters or questions arising under this Indenture; provided
such other provisions as may be made shall not adversely affect the interests
of the Holders of outstanding Securities of any series in any material respect.


 


SECTION 10.02.
Supplemental Indentures with Consent of Holders. (a)  With the consent of the Holders of not less
than a majority in principal amount of the Outstanding Securities of all series
affected by such supplemental indenture (acting as one class), by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by or pursuant to a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each outstanding Security affected thereby,


 


(i)  change the Stated Maturity
of the principal of, or any installment of principal of or interest on, any
Security, or reduce the principal amount thereof or the rate of interest
thereon or any premium payable upon the redemption thereof, or reduce the
amount of the principal of an Original Issue Discount Security that would be
due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 6.02, or change any Place of Payment where, or the
currency, currencies or currency unit or units in which, any Security or any
premium or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date), or
affect adversely the terms, if any, of conversion of any Security into stock or
other securities of the Company or of any other corporation,


 


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


 


(iii)  change any obligation of
the Company, with respect to Outstanding Securities of a series, to maintain an
office or agency in the places and for the purposes specified in
Section 11.02 for such series, or


 


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(iv)  modify any of the
provisions of this Section or Section 6.13, except to increase any
such percentage or to provide with respect to any particular series the right
to condition the effectiveness of any supplemental indenture as to that series
on the consent of the Holders of a specified percentage of the aggregate
principal amount of Outstanding Securities of such series (which provision may
be made pursuant to Section 2.02 or Section 3.01, as the case may be,
without the consent of any Holder) or to provide that certain other provisions
of this Indenture cannot be modified or waived without the consent of the
Holder of each Outstanding Security affected thereby; provided, however,
that this clause shall not be deemed to require the consent of any Holder with
respect to changes in the references to “the Trustee” and concomitant changes
in this Section, or the deletion of this proviso, in accordance with the
requirements of Section 7.11(b) and 10.01(vii).


 


(b)  For purposes of this Section 10.02, if
the Securities of any series are issuable upon the exercise of warrants, each
holder of an unexercised and unexpired warrant with respect to such series
shall be deemed to be a Holder of Outstanding Securities of such series in the
amount issuable upon the exercise of such warrant. For such purposes, the
ownership of any such warrant shall be determined by the Company in a manner
consistent with customary commercial practices. The Trustee for such series
shall be entitled to rely on an Officers’ Certificate as to the principal
amount of Securities of such series in respect of which consents shall have
been executed by holders of such warrants.


 


(c)  A supplemental indenture which changes or
eliminates any covenant or other provision of this Indenture which has
expressly been included solely for the benefit of one or more particular series
of Securities, or which modifies the rights of the Holders of Securities of
such series with respect to such covenant or other provision, shall be deemed
not to affect the rights under this Indenture of the Holders of Securities of
any other series. It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.


 


SECTION 10.03.
Execution of Supplemental Indentures. In executing, or accepting the
additional trusts created by, any supplemental indenture permitted by this
Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive (in addition to the opinion which the
Trustee is entitled to receive pursuant to Section 2.02), and (subject to
Section 7.01) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee’s own
rights, duties, immunities or liabilities under this Indenture or otherwise.


 


SECTION 10.04.
Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.


 


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SECTION 10.05.
Conformity with Trust Indenture Act. Every supplemental indenture
executed pursuant to this Article shall conform to the requirements of the
Trust Indenture Act as then in effect.


 


SECTION 10.06.
Reference in Securities to Supplemental Indentures. Securities of any
series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for
in such supplemental indenture. If the Company shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.


 


ARTICLE XI


 


Covenants


 


SECTION 11.01.
Payment of Principal, Premium and Interest. The Company covenants and
agrees for the benefit of each series of Securities and Coupons, if any, that
it will duly and punctually pay the principal of (and premium, if any, on) and
interest. if any, on the Securities and Coupons, if any, of that series in
accordance with the terms of the Securities and Coupons, if any, of such series
and this Indenture.


 


SECTION 11.02.
Maintenance of Office or Agency. (a) 
If Securities of a series are issuable only as Registered Securities,
the Company will maintain in each Place of Payment for such series an office or
agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. If
Securities of a series are issuable as both Registered or Bearer Securities or
only as Bearer Securities, the Company will maintain (i) in the Borough of
Manhattan, The City of New York, an office or agency where any Registered
Securities of that series may be presented or surrendered for payment, where
any Registered Securities of that series may be surrendered for registration of
transfer, where Securities of that series may be surrendered for exchange,
where notices and demands to or upon the Company in respect of the Securities
of that series and this Indenture may be served and where Bearer Securities of
that series and related Coupons may be presented or surrendered for payment in
the circumstances described in the proviso contained in the last sentence of
this paragraph (a) of Section 11.02 (and not otherwise), (ii) subject
to any laws or regulations applicable thereto, in a Place of Payment for that
series which is located outside the United States, an office or agency
where Securities of that series and related Coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Securities of that series pursuant to Section 11.05); provided, however,
that if the Securities of that series are listed on any stock exchange located
outside the United States and such stock exchange shall so require, the
Company will maintain a Paying Agent for the Securities of that series in any
required city located outside the United States, so long as the Securities
of that series are listed on such exchange, and (iii) subject to any laws
or regulations applicable thereto, in a Place of Payment for that series located
outside the United States, an office or agency where 


 


67

















 


any Registered Securities of that series may
be surrendered for registration of transfer, where Securities of that series
may be surrendered for exchange and where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served. The Company will give prompt written notice to the Trustee and the
Holders 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 in respect of any series of Securities or shall fail to
furnish the Trustee with the address thereof, such presentations and surrenders
of Securities of that series may be made and notices and demands may be made or
served at the Corporate Trust Office of the Trustee, except that Bearer
Securities of that series and the related Coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Bearer Securities of that series pursuant to Section 11.05) at the London
office of the Trustee (or an agent with a London office appointed by the
Trustee and acceptable to the Company), and the Company hereby appoints the
same as its agent to receive such respective presentations, surrenders, notices
and demands. No payment of principal, premium or interest on Bearer Securities
shall be made at any office or agency of the Company in the United States
or by check mailed to any address in the United States or by transfer to
an account maintained with a bank located in the United States; provided,
however, that, if the Securities of a series are denominated and payable
in Dollars, payment of principal of and any premium and interest on any Bearer
Security (including any additional amounts payable on Securities of such series
pursuant to Section 11.05) shall be made at the office of the Company’s
Paying Agent in the Borough of Manhattan, The City of New York, if (but
only if) payment in Dollars of the full amount of such principal, premium,
interest or additional amounts, as the case may be, at all offices or agencies
outside the United States maintained for the purpose by the Company in
accordance with this Indenture is illegal or effectively precluded by exchange
controls or other similar restrictions.


 


(b)  The Company may also from time to time
designate one or more other offices or agencies where the Securities of one or
more series may be presented or surrendered for any or all such purposes and
may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in accordance with the
requirements set forth above for Securities of any series for such purposes.
The Company will give prompt written notice to the Trustee and the Holders of
any such designation or rescission and of any change in the location of any
such other office or agency.


 


SECTION 11.03.
Money for Securities Payments to be Held in Trust. (a)  If the Company shall at any time act as its
own Paying Agent with respect to any series of Securities, it will, on or
before each due date of the principal of (and premium, if any, on) or interest,
if any, on any of the Securities of that series, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum in the relevant currency
(or a sufficient number of currency units, as the case may be) sufficient to
pay the principal (and premium, if any, on) or interest so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.


 


(b)  Whenever the Company shall have one or more
Paying Agents for any series of Securities, it will, at or prior to the opening
of business on each due date of the principal of (and premium, if any, on) or
interest, if any, on any Securities of that series, deposit with a Paying Agent
a sum sufficient to pay the principal (and premium, if any) or interest so
becoming 


 


68

















 


due, such sum to be held in trust for the
benefit of the Persons entitled to such principal, premium or interest, and (unless
such Paying Agent is the Trustee) the Company will promptly notify the Trustee
of its action or failure so to act.


 


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


 


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


 


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


 


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


 


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


 


(e)  Any money deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the
principal of (and premium, if any, on) or interest, if any, on any Security of
any series and remaining unclaimed for two years after such principal (and
premium, if any) or interest has become due and payable shall be paid to the
Company, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security and Coupons, if any, shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense and at the
direction of the Company cause to be published once, in a newspaper published
in the English language, customarily published on each Business Day and of
general circulation in the Borough of Manhattan, The City of New York,
notice that such money remains unclaimed and that, after a date specified
herein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the
Company. All moneys payable to the Company by the Trustee or any Paying Agent
as provided in the preceding sentence shall be paid to the Company on May 31 of
each year.


 


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SECTION 11.04.
Statement by Officers as to Default. The Company will deliver to the
Trustee, within 120 days after the end of each fiscal year (which as of the
date hereof ends on December 31), a written certificate signed by the
principal executive officer, the principal financial officer or the principal
accounting officer of the Company, stating that:


 


(i)  a review of the activities
of the Company during such year and of performance under this Indenture has
been made under his supervision; and


 


(ii)  to his knowledge, based on
such review, the Company has fulfilled all its obligations, and has complied
with all conditions and covenants, under this Indenture throughout such year,
or, if there has been a default in the fulfillment of any such obligation,
condition or covenant, specifying each such default known to him and the nature
and status thereof. For purposes of this Section 11.04, compliance shall
be determined without regard to any grace period or requirement of notice
provided pursuant to the terms of this Indenture.


 


SECTION 11.05.
Additional Amounts. (a)  If the
Securities of a series provide for the payment of additional amounts, the
Company will pay to the Holder of any Security of such series or any related
Coupon additional amounts as provided therein. Whenever in this Indenture there
is mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or payment of any
related Coupon or the net proceeds received on the sale or exchange of any
Security of any series, such mention shall be deemed to include mention of the
payment of additional amounts provided for in this Section to the extent
that, in such context, additional amounts are, were or would be payable in
respect thereof pursuant to the provisions of this Section and express
mention of the payment of additional amounts (if applicable) in any provisions
hereof shall not be construed as excluding additional amounts in those
provisions hereof where such express mention is not made.


 


(b)  If the Securities of a series provide for the
payment of additional amounts, at least 10 days prior to the first Interest
Payment Date with respect to that series of Securities (or if the Securities of
that series will not bear interest prior to Maturity, the first day on which a
payment of principal and any premium is made), and at least 10 days prior to
each date of payment of principal and any premium or interest if there has been
any change with respect to the matters set forth in the below-mentioned
Officers’ Certificate, the Company will furnish the Trustee and the Company’s
Paying Agent or Paying Agents, if other than the Trustee, with an Officers’
Certificate instructing the Trustee and such Paying Agent or Paying Agents
whether such payment of principal of and any premium or interest on the
Securities of that series shall be made to Holders of Securities of that series
or any related Coupons who are United States Aliens (as defined in such
Securities) without withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of that series. If any
such withholding shall be required, then such Officers’ Certificate shall
specify by country the amount, if any, required to be withheld on such Payments
to such Holders of Securities or Coupons and the Company will pay to the
Trustee or such Paying Agent the additional amounts required by this Section.
The Company covenants to indemnify the Trustee and any Paying Agent for, and to
hold them harmless against, any loss, liability or expense reasonably incurred
without negligence or bad faith on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officers’
Certificate furnished pursuant to this Section.


 


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ARTICLE XII



Redemption of Securities


 


SECTION 12.01.
Applicability of Article. Securities of any series which are redeemable
before their Stated Maturity shall be redeemable in accordance with their terms
and (except as otherwise specified as contemplated by Section 2.02 or
Section 3.01, as the case may be, for Securities of any series) in
accordance with this Article.


 


SECTION 12.02.
Election to Redeem; Notice to Trustee. If the Company shall desire to
exercise the right to redeem all, or, as the case may be, any part of the
Securities of any series, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notifying the Trustee of such Redemption Date and
of the principal amount of Securities of such series to be redeemed. In the
case of any redemption of Securities prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in
this Indenture, the Company shall furnish the Trustee with an Officers’
Certificate evidencing compliance with such restriction.


 


SECTION 12.03.
Selection by Trustee of Securities to be Redeemed. (a)  If less than all the Securities of any series
are to be redeemed, the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may
provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Securities of that series or any integral multiple
thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series.


 


(b)  The Trustee shall promptly notify the Company
in writing of the Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amount thereof to be
redeemed.


 


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


 


SECTION 12.04.
Notice of Redemption. (a)  Notice
of redemption shall be given not less than 30 nor more than 60 days prior to
the Redemption Date, to each Holder of Securities to be redeemed, as provided
in Section 1.06.


 


(b)  Each such notice of redemption shall specify
the Redemption Date, the Redemption Price, the Place or Places of Payment, that
the Securities of such series are being redeemed at the option of the Company
pursuant to provisions contained in the terms of the Securities of such series
or in a supplemental indenture establishing such series, if such be the case,
together with a brief statement of the facts permitting such redemption, that
on the Redemption Date the Redemption Price will become due and payable upon
each Security redeemed, that payment will be made upon presentation and
surrender of the applicable 


 


71

















 


Securities, that all Coupons, if any,
maturing subsequent to the date fixed for redemption shall be void, that any
interest accrued to the Redemption Date will be paid as specified in said
notice, that the redemption is pursuant to the sinking fund, if such is the
case, and that on and after said Redemption Date any interest thereon or on the
portions thereof to be redeemed will cease to accrue. If less than all the
Securities of any series are to be redeemed, the notice of redemption shall
specify the registration and, if any, CUSIP numbers of the Securities of such
series to be redeemed, and, if only Bearer Securities of any series are to be
redeemed, and if such Bearer Securities may be exchanged for Registered
Securities, the last date on which exchanges of Bearer Securities for Registered
Securities not subject to redemption may be made. In case any Security of any
series is to be redeemed in part only, the notice of redemption shall state the
portion of the principal amount thereof to be redeemed and shall state that on
and after the Redemption Date, upon surrender of such Security and any Coupons
appertaining thereto, a new Security or Securities of such series in principal
amount equal to the unredeemed portion thereof and with appropriate Coupons
will be issued, or, in the case of Registered Securities providing appropriate
space for such notation, at the option of the Holders, the Trustee, in lieu of
delivering a new Security or Securities as aforesaid, may make a notation on
such Security of the payment of the redeemed portion thereof.


 


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


 


SECTION 12.05.
Deposit of Redemption Price. On or before the opening of business on any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own paying Agent, segregate and hold
in trust as provided in Section 11.03) an amount of money in the relevant
currency (or a sufficient number of currency units, as the case may be)
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.


 


SECTION 12.06.
Securities Payable on Redemption Date. (a)  Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified, and from and
after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Securities shall cease to bear
interest and the Coupons for such interest appertaining to any Bearer Securities
so to be redeemed, except to the extent provided below, shall be void. Upon
surrender of any such Security for redemption in accordance with said notice,
together with all Coupons, if any, appertaining thereto maturing after the
Redemption Date, such Security shall be paid by the Company at the Redemption
Price, together with accrued interest to the Redemption Date; provided, however,
that installments of interest on Bearer Securities whose Stated Maturity is on
or prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except otherwise provided in
Section 11.02) and, unless otherwise specified as contemplated by
Section 2.02 or Section 3.01, as the case may be, only upon
presentation and surrender of Coupons for such interest; provided further,
that unless otherwise specified as contemplated by Section 2.02 or
Section 3.01, as the case may be, installments of interest on Registered
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more 


 


72

















 


Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and
the provisions of Section 4.06.


 


(b)  If any Bearer Security surrendered for
redemption shall not be accompanied by all appurtenant Coupons maturing after
the Redemption Date, such Security may be paid after deducting from the
Redemption Price an amount equal to the face amount of all such missing
Coupons, or the surrender of such missing Coupon or Coupons may be waived by
the Company and the Trustee if there be furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent harmless.
If thereafter the Holder of such Security shall surrender to the Trustee or any
Paying Agent any such missing Coupon in respect of which a deduction shall have
been made from the Redemption Price, such Holder shall be entitled to receive
the amount so deducted; provided, however, that interest
represented by Coupons shall be payable only at an office or agency located
outside the United States (except as otherwise provided in
Section 11.02) and, unless otherwise specified as contemplated by Section 2.02
or Section 3.01, as the case may be, only upon presentation and surrender
of those coupons.


 


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


 


SECTION 12.07.
Securities Redeemed in Part. Any Security which is to be redeemed only
in part shall be surrendered at a Place of Payment therefor (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing), and the
Company shall execute, and the Trustee shall authenticate and make available
for delivery to the Holder of such Security without service charge, a new
Security or Securities (with appropriate Coupons) of the same series and Stated
Maturity, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered or, in the case of Registered
Securities providing appropriate space for such notation, at the option of the
Holder, the Trustee, in lieu of delivering a new Security or Securities as
aforesaid, may make a notation on such Security of the Payment of the redeemed
portion thereof.


 


ARTICLE XIII



Sinking Funds


 


SECTION 13.01.
Applicability of Article. (a)  The
provisions of this Article shall be applicable to any sinking fund for the
retirement of Securities of a series, except as otherwise specified as
contemplated by Section 2.02 or Section 3.01, as the case may be, for
Securities of such series.


 


(b)  The minimum amount of any sinking fund
payment provided for by the terms of Securities of any series is herein
referred to as a “mandatory sinking fund payment”, and any payment in
excess of such minimum amount provided for by the terms of Securities of any
series is herein referred to as an “optional sinking fund payment”. If
provided for by the terms of Securities of any series, the cash amount of any
sinking fund payment may be subject to 


 


73

















 


reduction as provided in Section 13.02.
Each sinking fund payment shall be applied to the redemption of Securities of
any series as provided for by the terms of Securities of such series.


 


SECTION 13.02.
Satisfaction of Sinking Fund Payments with Securities. The Company
(1) may deliver Outstanding Securities (including all unmatured Coupons
appertaining thereto) of a series (other than any previously called for
redemption) and (2) may apply as a credit Securities of a series which
have been redeemed either at the election of the Company pursuant to the terms
of such Securities or through the application of permitted optional sinking
fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided that
such Securities have not been previously so credited. Such Securities shall be
received and the outstanding principal amount thereof credited for such purpose
by the Trustee at the Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.


 


SECTION 13.03.
Redemption of Securities for Sinking Fund. Not less than 60 days prior
to each sinking fund payment date for any series of Securities, the Company
will deliver to the Trustee an Officers’ Certificate specifying the amount of
the next ensuing sinking fund payment for that series pursuant to the terms of
that series, the portion thereof, if any, which is to be satisfied by payment
of cash and the portion thereof, if any, which is to be satisfied by delivering
and crediting Securities of that series pursuant to Section 13.02 and will
also deliver to the Trustee any Securities (including all unmatured Coupons
appertaining thereto) to be so delivered. Not less than 30 days before each
such sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in
Section 12.03 and cause notice of the redemption thereof to given in the
name of and at the expense of the Company in the manner provided in
Section 12.04. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in
Section 12.06 and 12.07.


 


ARTICLE XIV



Meetings of Holders of Securities


 


SECTION 14.01.
Purposes for Which Meetings may be Called. A meeting of Holders of Securities
of any series may be called at any time and from time to time pursuant to this
Article to make, give or take any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be made,
given or taken by Holders of Securities of such series.


 


SECTION 14.02.
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 14.01, to be held at such
time and at such place in the Borough of Manhattan, The City of New York,
or in London, as the Trustee shall determine. Notice of every meeting of
Holders of Securities of any series, setting forth the time and the place of
such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section 1.06, not less
than 20 nor more than 180 days prior to the date fixed for the meeting.


 


74

















 


(b)  In case at any time the Company, by or
pursuant to a Board Resolution, or the Holders of at least 10% 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 14.01, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have made the first publication of the notice of such meeting
within 20 days after receipt of such request or shall not thereafter proceed to
cause the meeting to be held as provided herein, then the Company or the
Holders of Securities of such series in the amount above specified, as the case
may be, may determine the time and the place in the Borough of Manhattan, The
City of New York, or in London, for such meeting and may call such meeting
for such purposes by giving notice thereof as provided in SubSection (a)
of this Section.


 


SECTION 14.03.
Persons Entitled to Vote at Meetings. To be entitled to vote at any
meeting of Holders of Securities of any series, a Person shall be (i) a
Holder of one or more Outstanding Securities of such series or (ii) a
Person appointed by an instrument in writing as proxy for a Holder or Holders
of one or more Outstanding Securities of such series by such Holder or Holders.
The only Persons who shall be entitled to be present or to speak at any meeting
of Holders of Securities of any series shall be the Persons entitled to vote at
such meeting and their counsel, any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.


 


SECTION 14.04.
Quorum; Action. (a)  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. In the absence of a quorum within 30 minutes of the 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 of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any such adjourned meeting, such adjourned meeting may
be further adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided
in Section 14.02(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.


 


(b)  Except as limited by the proviso to
Section 10.02, and subject to the provisions described in the next
succeeding paragraph, any resolution presented to a meeting or adjourned
meeting duly reconvened at which a quorum is present as aforesaid may be
adopted by the affirmative vote of the Holders of a majority in principal
amount of the Outstanding Securities of that series; provided, however,
that any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which this Indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage, which is equal to or less than a majority, in principal amount of
the Outstanding Securities of a series may be adopted at a meeting or an
adjourned meeting duly reconvened and at which a quorum is present as aforesaid
by the affirmative vote of the Holders of such specified percentage in
principal amount of the Outstanding Securities of that series. Any resolution
passed or decision taken at any meeting of Holders of Securities of any series
duly held in accordance with this 


 


75

















 


Section shall be binding on all the
Holders of Securities of such series and the related Coupons, whether or not
present or represented at the meeting.


 


(c)  With respect to any consent, waiver or other
action which this Indenture expressly provides may be given by the Holders of a
specified percentage of Outstanding Securities of all series affected thereby
(acting as one class), only the principal amount of Outstanding Securities of
any series represented at a meeting or adjourned meeting duly reconvened at
which a quorum is present, held in accordance with this Section, and voting in
favor of such action, shall be counted for purposes of calculating the
aggregate principal amount of Outstanding Securities of all series affected thereby
favoring such action.


 


SECTION 14.05.
Determination of Voting Rights; Conduct and Adjournment of Meetings. (a)  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 1.04 and the appointment of any proxy shall be proved
in the manner specified in Section 1.04 or by having the signature of the
person executing the proxy witnessed or guaranteed by any trust company, bank
or banker authorized by Section 1.04 to certify to the holder of Bearer
Securities. Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the
proof specified in Section 1.04 or other proof.


 


(b)  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 14.02(b), in which case the Company or the Holders of Securities
of the series calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman. A permanent chairman and a permanent secretary of
the meeting shall be elected by vote of the Persons entitled to vote a majority
in principal amount of the outstanding Securities of such series represented at
the meeting.


 


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


 


(d)  Any meeting of Holders of Securities of any
series duly called pursuant to Section 14.02 at which a quorum is present
may be adjourned from time to time by Persons entitled to vote a majority in
principal amount of the Outstanding Securities of such series represented at
the meeting; and the meeting may be held as so adjourned without further
notice.


 


76

















 


SECTION 14.06.
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 14.02 and, if applicable, Section 14.04.
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.


 


77

















 


IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.


 


	
   

  	
  IBM INTERNATIONAL GROUP CAPITAL LLC,

  as Issuer

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  [Name]

  	
   

  
	
   

  	
   

  	
  [Title]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK, as Trustee,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  [Name]

  	
   

  
	
   

  	
   

  	
  [Title]

  	
   

  



 


78

















 


EXHIBIT B

[FORMS OF CERTIFICATION]


 


EXHIBIT B.1


 


[FORM OF CERTIFICATE TO BE GIVEN BY

PERSON ENTITLED TO RECEIVE BEARER SECURITY]

CERTIFICATE


 


IBM INTERNATIONAL GROUP CAPITAL LLC


 


[INSERT TITLE OR SUFFICIENT DESCRIPTION


 


OF SECURITIES TO BE DELIVERED]


 


This is to
certify that the above-captioned Securities are not being acquired by or on
behalf of a United States person, or for offer to resell or for resale to
a United States person or any person inside the United States, or, if
a beneficial interest in the Securities is being acquired by a
United States person, that such United States person is a financial
institution as defined in Section 1.165-12(c)(1)(v) of the United States
Treasury Regulations, or is acquiring through a financial institution, and that
the Securities were held by a financial institution that has agreed to comply
with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder and that it is
not purchasing for offer to resell or for resale inside the United States.


 


As used
herein, “United States person” means any citizen or resident of the
United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States, or any estate or
trust the income of which is subject to United States Federal income
taxation regardless of its source, and “United States” means the
United States of America (including the states and the District of
Columbia), its territories, its possessions and other areas subject to its
jurisdiction.


 


We undertake
to advise you promptly if the above statement as to beneficial ownership is not
correct on the date of delivery of the above-captioned Securities in bearer
form as to all such Securities.


 

















 


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


 


	
  Dated:             ,
  20   

  	
   

  
	
  [To be dated on or after

  	
   

  
	
                   ,
  20    the date

  	
   

  
	
  determined as provided in the

  	
   

  
	
  Indenture]

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name of Person Entitled to

  
	
   

  	
  Receive Bearer Security]

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Authorized
  Signatory)

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


2

















 


EXHIBIT B.2

[FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR

AND CLEARSTREAM, LUXEMBOURG IN

CONNECTION WITH THE EXCHANGE OF A PORTION OF A

TEMPORARY GLOBAL SECURITY]


 


CERTIFICATE

IBM INTERNATIONAL GROUP CAPITAL LLC


 


[INSERT TITLE OR SUFFICIENT DESCRIPTION

OF SECURITIES TO BE DELIVERED]


 


This is to
certify with respect to $            principal
amount of the above-captioned Securities (i) that we have received from
each of the persons appearing in our records as persons entitled to a portion
of such principal amount (our “Qualified Account Holders”) a certificate with
respect to such portion substantially in the form attached hereto and
(ii) that we are not submitting herewith for exchange any portion of the
temporary global Security representing the above-captioned Securities excepted
in such certificates.


 


We further
certify that as of the date hereof we have not received any notification from
any of our Qualified Account Holders to the effect that the statements made by
such Qualified Account Holders with respect to any portion of the part submitted
herewith for exchange are no longer true and cannot be relied upon as of the
date hereof.


 


Date:            ,
20   


[To be dated no earlier than


The Exchange Date]


 


	
   

  	
  [MORGAN GUARANTY TRUST COMPANY

  
	
   

  	
  OF NEW YORK, BRUSSELS OFFICE, as

  
	
   

  	
  Operator of the Euroclear System]

  
	
   

  	
  [CLEARSTREAM, LUXEMBOURG]

  
	
   

  	
   

  
	
   

  	
  By 

  	
   

  	
   

  



 

















 


EXHIBIT B.3

[FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR

AND CLEARSTREAM, LUXEMBOURG TO OBTAIN

INTEREST PRIOR TO AN EXCHANGE DATE]


 


CERTIFICATE


 


IBM INTERNATIONAL GROUP CAPITAL LLC


 


[INSERT TITLE OR SUFFICIENT

DESCRIPTION OF SECURITIES]


 


We confirm
that the interest payable on the Interest Payment Date on [Insert Date] will be
paid to each of the persons appearing in our records as being entitled to
interest payable on such date from whom we have received a written
certification, dated not earlier than such Interest Payment Date, substantially
in the form attached hereto. We undertake to retain certificates received from
our member organizations in connection herewith for four years from the end of
the calendar year in which such certificates are received.


 


We undertake
that any interest received by us and not paid as provided above shall be
returned to the Trustee for the above Securities immediately prior to the
expiration of two years after such Interest Payment Date in order to be repaid
by such Trustee to the above issuer at the end of two years after such Interest
Payment Date.


 


Date:                          ,
20    


[To be dated on or after the


relevant Interest Payment Date]


 


	
   

  	
  [MORGAN GUARANTY TRUST COMPANY OF 

  NEW YORK, BRUSSELS OFFICE, as

  
	
   

  	
  Operator of the Euroclear System]

  
	
   

  	
  [CLEARSTREAM, LUXEMBOURG]

  
	
   

  	
   

  
	
   

  	
  By 

  	
   

  	
   

  



 


2

















 


EXHIBIT B.4

[FORM OF CERTIFICATE TO BE GIVEN BY BENEFICIAL OWNERS

TO OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE]


 


CERTIFICATE


 


IBM INTERNATIONAL GROUP CAPITAL LLC


 


[INSERT TITLE OR SUFFICIENT

DESCRIPTION OF SECURITIES]


 


This is to
certify that as of the Interest Payment Date on [Insert Date] and except as
provided in the third paragraph hereof, the above-captioned Securities held by
you for our account are not beneficially owned by a United States person,
and have not been acquired by or on behalf of a United States person, or
for offer to resell or for resale to a United States person or any person
inside the United States, or, if any of such Securities held by you for
our account are beneficially owned by a United States person,
(i) such United States person is a financial institution within the
meaning of Section 1.165-12(c)(1)(v) of the United States Treasury
Regulations purchasing for its own account or has acquired such Securities
through a financial institution and (ii) such Securities are held by a
financial institution that has agreed to comply with the requirements of Section 165(j)(3)(A),
(B) or (C) of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder and that it did not purchase for offer to resell or for
resale inside the United States.


 


As used
herein, “United States person” means any citizen or resident of the
United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States or any estate or trust
the income of which is subject to United States Federal income taxation
regardless of its source, and “United States” means the United States
of America (including the states and the District of Columbia), its
territories, its possessions and other areas subject to its jurisdiction.


 


This
certificate excepts and does not relate to U.S. $                   
principal amount of the above-captioned Securities appearing in your books as
being held for our account as to which we are not yet able to certify and as to
which we understand interest cannot be credited unless and until we are able to
so certify.


 

















 


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


 


Date:                    ,
20   


[To be dated on or after


the 15th day before the


relevant Interest Payment Date]


 


	
   

  	
  [Name of Person
  Entitled to Receive Interest]

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Authorized Signature)

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


2

















 


EXHIBIT B.5


 


[FORM OF CONFIRMATION TO BE SENT TO

PURCHASERS OF BEARER SECURITIES]


 


By your
purchase of the securities referred to in the accompanying confirmation (the “Securities”):


 


You represent
that you are not a United States person or, if you are a
United States person, you are a financial institution as that term is
defined in Section 1.165-12(c)(1)(v) of the United States Treasury
Regulations, or are acquiring through a financial institution, and that the
Securities will be held by a financial institution that agrees to comply with
the requirements of Section 165(j)(3)(A), (B) or (C) of the United States
Internal Revenue Code of 1986, as amended, and the regulations thereunder and
are not purchasing the Securities on behalf of any United States person
other than such a financial institution or for offer to resell or for resale
inside the United States.


 


If you are a
dealer, (a) you also represent that you have not offered, sold or
delivered, and agree that you will not offer, sell, resell or deliver, any of
such Securities, directly or indirectly, in the United States or to any
United States person other than such a financial institution and
(b) you agree that you will deliver to all purchasers of such Securities
from you a written statement in this form.


 


As used
herein, “United States” means the United States of America (including
the states and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction and “United States person” means a
citizen or resident of the United States, a corporation, partnership or
other entity created or organized in or under the laws of the United States
and an estate or trust the income of which is subject to United States
Federal income taxation regardless of its source.


 

















 


EXHIBIT C


 


[FORM OF GUARANTEE AGREEMENT]