exv4w3



 



EXHIBIT 4.3











ANGLOGOLD INTERNATIONAL HOLDINGS S.A.

as Issuer

ANGLOGOLD LIMITED

as Guarantor

THE BANK OF NEW YORK,


Trustee










Form of Indenture


Dated as of ________

















 






 





ANGLOGOLD INTERNATIONAL HOLDINGS S.A.


as Issuer


AND


ANGLOGOLD LIMITED


as Guarantor


Reconciliation and tie between Trust Indenture Act

of 1939 and Indenture, dated as of             



	 	 	 	 
	Trust Indenture	 	 
	Act Section	 	Indenture Section
	
	 	

	§ 310	(a)(1)	 	607(a)
	 	
(a)(2)	 	607(a)
	 	(b)	 	608
	§ 312	(c)	 	701
	§ 314	(a)	 	703
	 	(a)(4)	 	1004
	 	(c)(1)	 	102
	 	(c)(2)	 	102
	 	(e)	 	102
	§ 315	(b)	 	601
	§ 316	(a)(last

sentence)	 	101 (“Outstanding”)
	 	
(a)(1)(A)	 	502, 512
	 	(a)(1)(B)	 	513
	 	(b)	 	508
	 	(c)	 	104(e)
	§ 317	(a)(1)	 	503
	 	(a)(2)	 	504
	 	(b)	 	1003
	§ 318	(a)	 	111








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



 






 




TABLE OF CONTENTS



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 	 	

	PARTIES
	 	 	1	 
	RECITALS OF THE COMPANY
	 	 	1	 
	ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	 	 
	SECTION 101. Definitions
	 	 	1	 
	 	 	 	 	“Act”
	 	 	2	 
	 	 	 	 	“Additional Amounts”
	 	 	2	 
	 	 	 	 	“Affiliate”
	 	 	2	 
	 	 	 	 	“Attributable Debt”
	 	 	2	 
	 	 	 	 	“Authenticating Agent”
	 	 	3	 
	 	 	 	 	“Authorized Newspaper”
	 	 	3	 
	 	 	 	 	“Bearer Security”
	 	 	3	 
	 	 	 	 	“Board of Directors”
	 	 	3	 
	 	 	 	 	“Board Resolution”
	 	 	3	 
	 	 	 	 	“Business Day”
	 	 	3	 
	 	 	 	 	“Clearstream”
	 	 	3	 
	 	 	 	 	“Commission”
	 	 	3	 
	 	 	 	 	“Common Depositary”
	 	 	3	 
	 	 	 	 	“Company”
	 	 	3	 
	 	 	 	 	“Company Request” or “Company Order”
	 	 	4	 
	 	 	 	 	“Consolidated Net Tangible Assets”
	 	 	4	 
	 	 	 	 	“Conversion Date”
	 	 	4	 
	 	 	 	 	“Conversion Event”
	 	 	4	 
	 	 	 	 	“Corporate Trust Office”
	 	 	4	 
	 	 	 	 	“corporation”
	 	 	4	 
	 	 	 	 	“coupon”
	 	 	4	 
	 	 	 	 	“Currency”
	 	 	4	 
	 	 	 	 	“Debt”
	 	 	4	 
	 	 	 	 	“Default”
	 	 	4	 
	 	 	 	 	“Defaulted Interest”
	 	 	4	 
	 	 	 	 	“Dollar” or “$”
	 	 	5	 
	 	 	 	 	“Dollar Equivalent of the Currency Unit”
	 	 	5	 
	 	 	 	 	“Dollar Equivalent of the Foreign Currency”
	 	 	5	 









	 	 	Note: This table of contents shall not, for any purpose, be deemed to be
a part of the Indenture.




 






 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 	 	

	 	 	 	 	“Election Date”
	 	 	5	 
	 	 	 	 	“Euro”
	 	 	5	 
	 	 	 	 	“Euroclear”
	 	 	5	 
	 	 	 	 	“Event of Default”
	 	 	5	 
	 	 	 	 	“Exchange Date”
	 	 	5	 
	 	 	 	 	“Exchange Rate Agent”
	 	 	5	 
	 	 	 	 	“Exchange Rate Officers’ Certificate”
	 	 	5	 
	 	 	 	 	“Federal Bankruptcy Code”
	 	 	5	 
	 	 	 	 	“Foreign Currency”
	 	 	5	 
	 	 	 	 	“Government Obligations”
	 	 	5	 
	 	 	 	 	“Guarantee”
	 	 	6	 
	 	 	 	 	“Guarantor”
	 	 	6	 
	 	 	 	 	“Guarantor Request” and “Guarantor Order”
	 	 	6	 
	 	 	 	 	“Holder”
	 	 	6	 
	 	 	 	 	“Indenture”
	 	 	6	 
	 	 	 	 	“Indexed Security”
	 	 	6	 
	 	 	 	 	“interest”
	 	 	7	 
	 	 	 	 	“Interest Payment Date”
	 	 	7	 
	 	 	 	 	“Lien”
	 	 	7	 
	 	 	 	 	“Margin Stock”
	 	 	7	 
	 	 	 	 	has the meaning specified in Regulation U of the Board of
Governors of the U.S. Federal Reserve System
	 	 	7	 
	 	 	 	 	“Market Exchange Rate”
	 	 	7	 
	 	 	 	 	“Maturity”
	 	 	7	 
	 	 	 	 	“Officers’ Certificate”
	 	 	7	 
	 	 	 	 	“Opinion of Counsel”
	 	 	8	 
	 	 	 	 	“Original Issue Discount Security”
	 	 	8	 
	 	 	 	 	“Outstanding”
	 	 	8	 
	 	 	 	 	“Paying Agent”
	 	 	9	 
	 	 	 	 	“Person”
	 	 	9	 
	 	 	 	 	“Place of Payment”
	 	 	9	 
	 	 	 	 	“Predecessor Security”
	 	 	9	 
	 	 	 	 	“Principal Property”
	 	 	9	 
	 	 	 	 	“Project Finance Indebtedness”
	 	 	10	 
	 	 	 	 	“Redemption Date”
	 	 	10	 
	 	 	 	 	“Redemption Price”
	 	 	10	 
	 	 	 	 	“Registered Security”
	 	 	10	 
	 	 	 	 	“Regular Record Date”
	 	 	10	 
	 	 	 	 	“Repayment Date”
	 	 	10	 
	 	 	 	 	“Repayment Price”
	 	 	10	 
	 	 	 	 	“Responsible Officer”
	 	 	10	 
	 	 	 	 	“Restricted Securities”
	 	 	10	 
	 	 	 	 	“Restricted Subsidiary”
	 	 	10	 
	 	 	 	 	“Securities”
	 	 	11	 
	 	 	 	 	“Security Register” and “Security Registrar”
	 	 	11	 
	 	 	 	 	“Special Record Date”
	 	 	11	 



ii






 




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 	 	

	 	 	 	 	“Stated Maturity”	 	 	11	 	 	 
	 	 	 	 	“Subsidiary”	 	 	11	 	 	 
	 	 	 	 	“Trust Indenture Act” or “TIA”	 	 	11	 	 	 
	 	 	 	 	“Trustee”	 	 	11	 	 	 
	 	 	 	 	“United States”	 	 	11	 	 	 
	 	 	 	 	“United States person”	 	 	11	 	 	 
	 	 	 	 	“Valuation Date”	 	 	11	 	 	 
	 	 	 	 	“Voting Stock”	 	 	12	 	 	 
	 	 	 	 	“Yield to Maturity”	 	 	12	 	 	 
	SECTION 102. Compliance Certificates and Opinions
	 	 	12	 
	SECTION 103. Form of Documents Delivered to Trustee
	 	 	12	 
	SECTION 104. Acts of Holders
	 	 	13	 
	SECTION 105. Notices, etc. to Trustee, the Company and the Guarantor
	 	 	15	 
	SECTION 106. Notice to Holders; Waiver
	 	 	15	 
	SECTION 107. Effect of Headings and Table of Contents
	 	 	16	 
	SECTION 108. Successors and Assigns
	 	 	16	 
	SECTION 109. Separability Clause
	 	 	16	 
	SECTION 110. Benefits of Indenture
	 	 	16	 
	SECTION 111. Governing Law
	 	 	17	 
	SECTION 112. Legal Holidays
	 	 	17	 
	SECTION 113. Submission to Jurisdiction; Appointment of Agent for Service of Process
	 	 	17	 
	ARTICLE TWO SECURITY FORMS
	 	 	 	 
	SECTION 201. Forms Generally
	 	 	18	 
	SECTION 202. Form of Trustee’s Certificate of Authentication
	 	 	19	 
	SECTION 203. Securities Issuable in Global Form
	 	 	19	 
	SECTION 204. Form of Guarantee
	 	 	20	 
	ARTICLE THREE THE SECURITIES
	 	 	 	 
	SECTION 301. Amount Unlimited; Issuable in Series
	 	 	21	 
	SECTION 302. Denominations
	 	 	25	 
	SECTION 303. Execution, Authentication, Delivery and Dating
	 	 	25	 
	SECTION 304. Temporary Securities
	 	 	27	 
	SECTION 305. Registration, Registration of Transfer and Exchange
	 	 	30	 
	SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities
	 	 	34	 
	SECTION 307. Payment of Interest; Interest Rights Preserved; Optional Interest Reset
	 	 	35	 
	SECTION 308. Optional Extension of Stated Maturity
	 	 	37	 
	SECTION 309. Persons Deemed Owners
	 	 	38	 
	SECTION 310. Cancellation
	 	 	39	 
	SECTION 311. Computation of Interest
	 	 	39	 
	SECTION 312. Currency and Manner of Payments in Respect of Securities
	 	 	39	 
	SECTION 313. Appointment and Resignation of Successor Exchange Rate Agent
	 	 	43	 
	SECTION 314. CUSIP Numbers
	 	 	43	 



iii






 



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 	 	

	 	 	 	 	ARTICLE FOUR SATISFACTION AND DISCHARGE
	 	 	 	 
	SECTION 401. Satisfaction and Discharge of Indenture
	 	 	43	 
	SECTION 402. Application of Trust Money
	 	 	45	 
	 	 	 	 	ARTICLE FIVE REMEDIES
	 	 	 	 
	SECTION 501. Events of Default
	 	 	45	 
	SECTION 502. Acceleration of Maturity; Rescission and Annulment
	 	 	47	 
	SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	48	 
	SECTION 504. Trustee May File Proofs of Claim
	 	 	48	 
	SECTION 505. Trustee May Enforce Claims Without Possession of Securities
	 	 	49	 
	SECTION 506. Application of Money Collected
	 	 	49	 
	SECTION 507. Limitation on Suits
	 	 	50	 
	SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest
	 	 	50	 
	SECTION 509. Restoration of Rights and Remedies
	 	 	51	 
	SECTION 510. Rights and Remedies Cumulative
	 	 	51	 
	SECTION 511. Delay or Omission Not Waiver
	 	 	51	 
	SECTION 512. Control by Holders
	 	 	51	 
	SECTION 513. Waiver of Past Defaults
	 	 	52	 
	SECTION 514. Waiver of Stay or Extension Laws
	 	 	52	 
	 	 	 	 	ARTICLE SIX THE TRUSTEE
	 	 	 	 
	SECTION 601. Notice of Defaults
	 	 	52	 
	SECTION 602. Certain Rights of Trustee
	 	 	53	 
	SECTION 603. Trustee Not Responsible for Recitals or Issuance of Securities
	 	 	54	 
	SECTION 604. May Hold Securities
	 	 	55	 
	SECTION 605. Money Held in Trust
	 	 	55	 
	SECTION 606. Compensation and Reimbursement
	 	 	55	 
	SECTION 607. Corporate Trustee Required; Eligibility
	 	 	56	 
	SECTION 608. Resignation and Removal; Appointment of Successor
	 	 	56	 
	SECTION 609. Acceptance of Appointment by Successor
	 	 	57	 
	SECTION 610. Merger, Conversion, Consolidation or Succession to Business
	 	 	57	 
	SECTION 611. Appointment of Authenticating Agent
	 	 	57	 
	 	 	ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	 	 
	SECTION 701. Disclosure of Names and Addresses of Holders
	 	 	60	 
	SECTION 702. Reports by Trustee
	 	 	60	 
	SECTION 703. Reports by the Company and the Guarantor
	 	 	61	 
	 	 	 	ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
	 	 	 	 



iv






 



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 	 	

	SECTION 801. Company or Guarantor May Consolidate, etc., Only on Certain Terms
	 	 	62	 
	SECTION 802. Successor Person Substituted
	 	 	62	 
	SECTION 803. Assumption by Guarantor
	 	 	63	 
	ARTICLE NINE SUPPLEMENTAL INDENTURES
	 	 	 	 
	SECTION 901. Supplemental Indentures Without Consent of Holders
	 	 	63	 
	SECTION 902. Supplemental Indentures with Consent of Holders
	 	 	65	 
	SECTION 903. Execution of Supplemental Indentures
	 	 	66	 
	SECTION 904. Effect of Supplemental Indentures
	 	 	66	 
	SECTION 905. Conformity with Trust Indenture Act
	 	 	66	 
	SECTION 906. Reference in Securities to Supplemental Indentures
	 	 	66	 
	ARTICLE TEN COVENANTS
	 	 	 	 
	SECTION 1001. Payment of Principal, Premium, if any, and Interest
	 	 	66	 
	SECTION 1002. Maintenance of Office or Agency
	 	 	67	 
	SECTION 1003. Money for Securities Payments to Be Held in Trust
	 	 	69	 
	SECTION 1004. Statement as to Compliance
	 	 	70	 
	SECTION 1005. Additional Amounts
	 	 	70	 
	SECTION 1006. Limitation on Liens
	 	 	72	 
	SECTION 1007. Limitation on Sale and Leaseback Transactions
	 	 	75	 
	SECTION 1008. Waiver of Certain Covenants
	 	 	77	 
	SECTION 1009. Calculation of Original Issue Discount
	 	 	77	 
	ARTICLE ELEVEN REDEMPTION OF SECURITIES
	 	 	 	 
	SECTION 1101. Applicability of Article
	 	 	77	 
	SECTION 1102. Election to Redeem; Notice to Trustee
	 	 	77	 
	SECTION 1103. Selection by Trustee of Securities to Be Redeemed
	 	 	78	 
	SECTION 1104. Notice of Redemption
	 	 	78	 
	SECTION 1105. Deposit of Redemption Price
	 	 	79	 
	SECTION 1106. Securities Payable on Redemption Date
	 	 	79	 
	SECTION 1107. Securities Redeemed in Part
	 	 	80	 
	SECTION 1108. Optional Redemption Due to Changes in Tax Treatment
	 	 	81	 
	ARTICLE TWELVE SINKING FUNDS
	 	 	 	 
	SECTION 1201. Applicability of Article
	 	 	82	 
	SECTION 1202. Satisfaction of Sinking Fund Payments with Securities
	 	 	82	 
	SECTION 1203. Redemption of Securities for Sinking Fund
	 	 	82	 
	ARTICLE THIRTEEN REPAYMENT AT OPTION OF HOLDERS
	 	 	 	 



v






 



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 	 	

	SECTION 1301. Applicability of Article
	 	 	83	 
	SECTION 1302. Repayment of Securities
	 	 	83	 
	SECTION 1303. Exercise of Option
	 	 	83	 
	SECTION 1304. When Securities Presented for Repayment Become Due and Payable
	 	 	84	 
	SECTION 1305. Securities Repaid in Part
	 	 	85	 
	 	 	 	 	ARTICLE FOURTEEN DEFEASANCE AND COVENANT DEFEASANCE
	 	 	 	 
	SECTION 1401. Applicability of Article; Company’s and Guarantor’s Option to
Effect Defeasance or Covenant Defeasance
	 	 	85	 
	SECTION 1402. Defeasance and Discharge
	 	 	85	 
	SECTION 1403. Covenant Defeasance
	 	 	86	 
	SECTION 1404. Conditions to Defeasance or Covenant Defeasance
	 	 	87	 
	SECTION 1405. Deposited Money and Government Obligations to Be Held in Trust;
Other Miscellaneous Provisions
	 	 	88	 
	 	 	 	 	ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES
	 	 	 	 
	SECTION 1501. Purposes for Which Meetings May Be Called
	 	 	89	 
	SECTION 1502. Call, Notice and Place of Meetings
	 	 	90	 
	SECTION 1503. Persons Entitled to Vote at Meetings
	 	 	90	 
	SECTION 1504. Quorum; Action
	 	 	90	 
	SECTION 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings
	 	 	92	 
	SECTION 1506. Counting Votes and Recording Action of Meetings
	 	 	92	 
	 	 	 	 	ARTICLE SIXTEEN GUARANTEE OF SECURITIES
	 	 	 	 
	SECTION 1601. Guarantee
	 	 	93	 
	SECTION 1602. Execution of Guarantee
	 	 	94	 



vi






 




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 	 	

	TESTIMONIUM
	 	 	96	 
	SIGNATURES AND SEALS
	 	 	96	 
	FORMS OF CERTIFICATION
	 	EXHIBIT A




vii









 



     INDENTURE, dated as of           , among AngloGold International
Holdings S.A., a corporation duly organized and existing under the laws of
Luxembourg (herein called the “Company”), having its principal office at 48 rue
de Bragance, L-1255, Grand Duchy of Luxembourg, AngloGold Limited, a
corporation duly organized and existing under the laws of South Africa (herein
called the “Guarantor”) and The Bank of New York, a New York banking
corporation, as Trustee hereunder (herein called the “Trustee”).


RECITALS OF THE COMPANY



     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
“Securities”), which may or may not be exchangeable for the Guarantor’s
ordinary shares, to be issued in one or more series, unlimited as to principal
amount, to bear such rates of interest, to mature at such times and to have
such other provisions as shall be fixed as hereinafter provided.


     The Guarantor has duly authorized the execution and delivery of this
Indenture and deems it appropriate from time to time to issue its guaranty of
the Securities on the terms herein provided.


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


     This indenture is subject to South African Reserve Bank approval.


     All things necessary to make this Indenture a valid agreement of the
parties hereto, 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 ONE



DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION



     SECTION 101.  Definitions.


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



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



 






 








		
	 	     (2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein, and the terms “cash transaction” and
“self-liquidating paper”, as used in TIA Section 311, shall have the
meanings assigned to them in the rules of the Commission adopted under
the Trust Indenture Act;
	 
	 	     (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with International Accounting
Standards, and, except as otherwise herein expressly provided, the term
“International Accounting Standards” with respect to any computation
required or permitted hereunder shall mean such accounting standards as
shall be applicable at the date of such computation; and
	 
	 	     (4) the words “herein”, “hereof” and “hereunder” and other words of
similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.



     Certain terms, used principally in Article Three, are defined in that
Article.


     “Act”, when used with respect to any Holder, has the meaning specified in
Section 104.


     “Additional Amounts” has the meaning specified in Section 1005.


     “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.


     “Attributable Debt” means, as to any particular lease in a sale and
leaseback transaction (as defined in Section 1007), synthetic lease or other
finance-type lease under which any Person is at the time liable for a term of
more than 12 months (but, for the sake of clarity, excluding any operating
lease and lease entered into for the bona fide purpose of conducting mining,
exploration or other operations), at any date as of which the amount thereof is
to be determined, the total net amount of rent required to be paid by such
Person under such lease during the remaining term thereof (excluding any
subsequent renewal or other extension options held by the lessee), discounted
from the respective due dates thereof to such date at the rate of      ,
compounded monthly. The net amount of rent required to be paid under any such
lease for any such period shall be the aggregate amount of the rent payable by
the lessee with respect to such period after excluding amounts required to be
paid on account of maintenance and repairs, services, insurance, taxes,
assessments, water rates and similar charges and contingent rents (such as
those based on sales). In the case of any lease which is terminable by the
lessee upon the payment of a penalty, such net amount of rent shall include the
lesser of (i) the total discounted net amount of rent required to be paid from
the later of the first date upon which such lease may be so terminated or the
date of the determination of such net amount of rent, as the case may be, and
(ii) the amount of such penalty (in which event no rent shall be considered as


2






 




required to be paid under such lease subsequent to the first date upon which it
may be so terminated).


     “Authenticating Agent” means any Person appointed by the Trustee to act on
behalf of the Trustee pursuant to Section 611 to authenticate Securities.


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


     “Bearer Security” means any Security except a Registered Security.


     “Board of Directors” means, as the context may require, (1) with respect
to the Company, either the Board of Directors of the Company or any committee
of such Board of Directors duly authorized to act hereunder and (2) with
respect to the Guarantor, either the Board of Directors of the Guarantor or any
committee of such Board of Directors duly authorized to act hereunder.


     “Board Resolution” means a copy of a resolution certified by any two
directors, or any director and secretary, of the Company, or any two directors,
or any director and secretary, of the Guarantor, as the case may be, to have
been duly adopted by its Board of Directors and to be in full force and effect
on the date of such certification, and delivered to the Trustee.


     “Business Day”, when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities,
means, unless otherwise specified with respect to any Securities pursuant to
Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday which is not
a day on which banking institutions in that Place of Payment or other location
are authorized or obligated by law or executive order to close.


     “Clearstream” means Clearstream Banking, société anonyme, formerly known
as Cedelbank, or its successor.


     “Commission” means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or, if at
any time after the execution of this Indenture 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 304.


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


3






 


     “Company Request” or “Company Order” means a written request or order
signed in the name of the Company by any two directors, or any director and
secretary, of the Company, and delivered to the Trustee.


     “Consolidated Net Tangible Assets” means the total amount of assets (less
applicable reserves and other properly deductible items) after deducting
therefrom (i) all current liabilities (excluding any current liabilities which
are by their terms extendible or renewable at the option of the obligor thereon
to a time more than 12 months after the time as of which the amount thereof is
being computed and excluding current maturities of long-term indebtedness and
capital lease obligations) and (ii) all goodwill, trade names, trademarks,
patents, unamortized debt discount and expense and other like intangibles, all
as set forth on the most recent balance sheet of the Company or the Guarantor,
as the case may be, and their respective consolidated Subsidiaries (but, in any
event, as of a date within 150 days of the date of determination) prepared in
accordance with International Accounting Standards and expressed in South
African rands.


     “Conversion Date” has the meaning specified in Section 312(d).


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


     “Corporate Trust Office” means the principal corporate trust office of the
Trustee, at which at any particular time its corporate trust business shall be
administered, which office on the date of execution of this Indenture is
located at 101 Barclay Street, New York, New York 10286, except that with
respect to presentation of Securities for payment or for registration of
transfer or exchange, such term shall mean the office or agency of the Trustee
at which, at any particular time, its corporate agency business shall be
conducted.


     “corporation” includes corporations, associations, companies and business
trusts.


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


     “Currency” means any currency or currencies, composite currency or
currency unit or currency units, including, without limitation, the euro,
issued by the government of one or more countries or by any recognized
confederation or association of such governments.


     “Debt” means notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed.


     “Default” means any event which is, or after notice or passage of time or
both would be, an Event of Default.


     “Defaulted Interest” has the meaning specified in Section 307.


4






 


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


     “Dollar Equivalent of the Currency Unit” has the meaning specified in Section 312(g).


     “Dollar Equivalent of the Foreign Currency” has the meaning specified in
Section 312(f).


     “Election Date” has the meaning specified in Section 312(h).


     “Euro” means the lawful currency of the member states of the European
Union that adopt the single currency in accordance with the Treaty establishing
the European Community, as amended by the Treaty on European Union.


     “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear
System (or any successor securities clearing system).


     “Event of Default” has the meaning specified in Section 501.


     “Exchange Date” has the meaning specified in Section 304.


     “Exchange Rate Agent” means, with respect to Securities of or within any
series, unless otherwise specified with respect to any Securities pursuant to
Section 301, a New York Clearing House bank, designated pursuant to Section 301
or Section 313.


     “Exchange Rate Officers’ Certificate” means a tested telex or a
certificate setting forth (i) the applicable Market Exchange Rate and (ii) the
Dollar or Foreign Currency amounts of principal (and premium, if any) and
interest, if any (on an aggregate basis and on the basis of a Security having
the lowest denomination principal amount determined in accordance with Section
302 in the relevant Currency), payable with respect to a Security of any series
on the basis of such Market Exchange Rate, sent (in the case of a telex) or
signed (in the case of a certificate) by any two directors, or any director and
secretary, of the Company or any two directors, or any director and secretary,
of the Guarantor, as applicable.


     “Federal Bankruptcy Code” means the Bankruptcy Act of Title 11 of the United States Code, as amended
from time to time.


     “Foreign Currency” means any Currency other than Currency of the United
States.


     “Government Obligations” means, unless otherwise specified with respect to
any series of Securities pursuant to Section 301, securities which are (i)
direct obligations of the government which issued the Currency in which the
Securities of a particular series are payable or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the
government which issued the Currency in which the Securities of such series are
payable, the payment of which is unconditionally guaranteed by such government,


5






 




which, in either case, are full faith and credit obligations of such government
payable in such Currency and are not callable or redeemable at the option of
the issuer thereof and shall also include a depository receipt issued by a bank
or trust company as custodian with respect to any such Government Obligation or
a specific payment of interest on or principal of any such Government
Obligation held by such custodian for the account of the holder of a depository
receipt; provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
Government Obligation or the specific payment of interest or principal of the
Government Obligation evidenced by such depository receipt.


     “Guarantee” means the unconditional guarantee by the Guarantor of any
Security of any series authenticated and delivered pursuant to this Indenture
either (i) if specified, as contemplated by Section 301, to be applicable to
Securities of such series and not endorsed on such Securities pursuant to
Article Sixteen hereof, or (ii) in all other cases, endorsed on such Security.


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


     “Guarantor Request” and “Guarantor Order” mean, respectively, a written
request or order signed in the name of the Guarantor by any two directors, or
any director and secretary, of the Guarantor, and delivered to the Trustee.


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


     “Indenture” means this instrument as originally executed and 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 301; provided, however, that, if at any time more than
one Person is acting as Trustee under this instrument, “Indenture” shall mean,
with respect to any one or more series of Securities for which such Person is
Trustee, 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 for which such Person is Trustee
established as contemplated by Section 301, exclusive, however, of any
provisions or terms which relate solely to other series of Securities for which
such Person is not Trustee, regardless of when such terms or provisions were
adopted, and exclusive of any provisions or terms adopted by means of one or
more indentures supplemental hereto executed and delivered after such Person
had become such Trustee but to which such Person, as such Trustee, was not a
party.


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


6






 


     “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 at the rate prescribed in such Original Issue Discount Security.


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


     “Lien” means any pledge, mortgage, lien, charge, encumbrance or security
interest.


     “Margin Stock” has the meaning specified in Regulation U of the Board of
Governors of the U.S. Federal Reserve System.


     “Market Exchange Rate” means, unless otherwise specified with respect to any Securities pursuant
to Section 301, (i) for any conversion involving a currency unit on the one
hand and Dollars or any Foreign Currency on the other, the exchange rate
between the relevant currency unit and Dollars or such Foreign Currency
calculated by the method specified pursuant to Section 301 for the Securities
of the relevant series, (ii) for any conversion of Dollars into any Foreign
Currency, the noon (New York City time) buying rate for such Foreign Currency
for cable transfers quoted in New York City as certified for customs purposes
by the Federal Reserve Bank of New York and (iii) for any conversion of one
Foreign Currency into Dollars or another Foreign Currency, the spot rate at
noon local time in the relevant market at which, in accordance with normal
banking procedures, the Dollars or Foreign Currency into which conversion is
being made could be purchased with the Foreign Currency from which conversion
is being made from major banks located in either New York City, London or any
other principal market for Dollars or such purchased Foreign Currency, in each
case determined by the Exchange Rate Agent. Unless otherwise specified with
respect to any Securities pursuant to Section 301, in the event of the
unavailability of any of the exchange rates provided for in the foregoing
clauses (i), (ii) and (iii), 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, London or another principal
market for 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 any Currency by
reason of foreign exchange regulations or otherwise, the market to be used in
respect of such Currency shall be that upon which a non-resident issuer of
securities designated in such Currency would purchase such Currency in order to
make payments in respect of such securities.


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


     “Officers’ Certificate” means a certificate signed by any two directors,
or any director and secretary, of the Company or by any two directors, or any
director and secretary, of the Guarantor, as applicable, that complies with the
requirements of Section 314(e) of the Trust Indenture Act, and is delivered to
the Trustee.


7






 


     “Opinion of Counsel” means a written opinion of counsel, who may be
counsel for the Company or the Guarantor or who may be an employee of or other
counsel for the Company or the Guarantor.


     “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 502.


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



		
	 	     (i) Securities theretofore cancelled by the Trustee or Security
Registrar or delivered to the Trustee or Security Registrar for
cancellation;
	 
	 	     (ii) Securities, or portions thereof, for whose payment or
redemption or repayment at the option of the Holder money in the
necessary amount has been theretofore deposited with the Trustee or any
Paying Agent (other than the Company or the Guarantor) in trust or set
aside and segregated in trust by the Company or the Guarantor (if the
Company shall act as its own, or authorize the Guarantor to act as,
Paying Agent) for the Holders of such Securities and any coupons
appertaining thereto; 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;
	 
	 	     (iii) Securities, except to the extent provided in Sections 1402 and
1403, with respect to which the Company or the Guarantor has effected
defeasance and/or covenant defeasance as provided in Article Fourteen;
and
	 
	 	     (iv) Securities which have been paid pursuant to Section 306 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 bona fide purchaser
in whose hands such Securities are valid obligations of the Company;



provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for
such purpose shall be equal to the amount of principal thereof that would be
(or shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the maturity thereof
pursuant to Section 502, (ii) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be
equal to the Dollar equivalent, determined as of the date such Security is
originally issued by the Company as set forth in an Exchange Rate Officers’
Certificate delivered to the Trustee, of the principal amount (or, in the case
of an


8






 




Original Issue Discount Security, the Dollar equivalent as of such date
of original issuance of the amount determined as provided in clause (i) above)
of such Security, (iii) the principal amount of any Indexed Security that may be counted in making such determination or
calculation and that shall be deemed outstanding for such purpose shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided with respect to such Security pursuant to
Section 301, and (iv) Securities owned by the Company or the Guarantor or any
other obligor upon the Securities or any Affiliate of the Company or the
Guarantor or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in making such calculation or in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which a
Responsible Officer of 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 the Guarantor or any other obligor upon the
Securities or any Affiliate of the Company or the Guarantor or such other
obligor.


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


     “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” means, when used with respect to the Securities of or
within any series, the place or places where the principal of (and premium, if
any) and interest, if any, on such Securities are payable as specified as
contemplated by Sections 301 and 1002.


     “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 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains, as the case may be.


     “Principal Property” means any mine, together with any fixtures comprising
a part thereof, and any plant or other facility, together with any land upon
which such plant or other facility is erected and fixtures comprising a part
thereof, used primarily for mining or processing, in each case, located in the
Republic of South Africa or the United States of America and the net book value
of which on the date as of which the determination is being made exceeds [      ]% of Consolidated Net Tangible Assets; provided, that Principal Property
shall not include (a) any mine, plant or facility which, in the opinion of the
Board of Directors of the Guarantor, is not of material importance to the total
business conducted by the Guarantor and the Restricted Subsidiaries as an
entirety or (b) any portion of a particular mine, plant or facility which, in
the opinion of the Guarantor is not of material importance to the use or
operation of such mine, plant or facility.


9






 


     “Project Finance Indebtedness” means any indebtedness incurred in relation to any asset for the purposes
of financing the whole or any part of the acquisition, creation, construction,
improvement or development of such asset where the financial institution(s) to
whom such indebtedness is owed has or have recourse to (i) the applicable
project borrower (where such project borrower is formed solely or principally
for the purpose of the relevant project) and/or (ii) such asset (or any
derivative asset thereof) but, in either case, does not or do not have recourse
to any other assets of the applicable project borrower.


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


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


     “Registered Security” means any Security registered in the Security
Register.


     “Regular Record Date” for the interest payable on any Interest Payment
Date on the Registered Securities of or within any series means the date
specified for that purpose as contemplated by Section 301.


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


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


     “Responsible Officer”, when used with respect to the Trustee, means any vice president,
assistant secretary, assistant treasurer, trust officer or assistant trust
officer, 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.


     “Restricted Securities” has the meaning specified in Section 1006.


     “Restricted Subsidiary” means any Subsidiary wholly owned by the Guarantor
(a) substantially all of the property of which is located, or substantially all
of the business of which is carried on, within the Republic of South Africa or
the United States of America and (b) which owns a Principal Property; provided,
that Restricted Subsidiary shall not include any Subsidiary the primary
business of which consists of financing operations in connection with leasing
and conditional sales transactions on behalf of the Company, the Guarantor and
their Subsidiaries, and/or purchasing accounts receivable and/or making loans
secured by accounts receivable or inventory, or which is otherwise primarily
engaged in the business of a finance company. In the event that there shall be
at any time a question as to whether a Subsidiary is described in the foregoing
clause (a) or (b) or an exception described herein, such matter shall be
determined for all purposes of this Indenture by a Board Resolution.


10






 


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


     “Security Register” and “Security Registrar” have the respective meanings
specified in Section 305.


     “Special Record Date” for the payment of any Defaulted Interest on the
Registered Securities of or within any series means a date fixed by the Trustee
pursuant to Section 307.


     “Stated Maturity”, when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security or a coupon representing such installment of interest as the fixed date on which the principal of such
Security or such installment of principal or interest is due and payable, as
such date may be extended pursuant to the provisions of Section 308.


     “Subsidiary” means any corporation of which at the time of determination
the Guarantor, directly and/or indirectly through one or more Subsidiaries,
owns more than 50% of the shares of Voting Stock.


     “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in
force at the date as of which this Indenture was executed, except as provided
in Section 905.


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


     “United States” means, unless otherwise specified with respect to any
Securities pursuant to Section 301, the United States of America (including the
states and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction.


     “United States person” means, unless otherwise specified with respect to
any Securities pursuant to Section 301, an individual who is a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or an estate or
trust the income of which is subject to United States federal income taxation
regardless of its source.


     “Valuation Date” has the meaning specified in Section 312(c).


11






 


     “Voting Stock” means stock of the class or classes having general voting
power under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of a corporation (irrespective of whether or
not at the time stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency).


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


     SECTION 102.  Compliance Certificates and Opinions.


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


     Every certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture (other than pursuant to Section 1004)
shall include:



		
	 	     (1) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein
relating thereto;
	 
	 	     (2) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based;
	 
	 	     (3) a statement that, in the opinion of each such individual, he 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
	 
	 	     (4) a statement as to whether, in the opinion of each such
individual, such covenant or condition has been complied with.



     SECTION 103.  Form of Documents Delivered to Trustee.


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


12






 


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


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


     SECTION 104.  Acts of Holders.


     (a)  Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders of
the Outstanding Securities of all series or one or more series, as the case may
be, may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing. If Securities of a series are issuable as Bearer
Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders of such series may, alternatively, be embodied in and evidenced by the
record of Holders of Securities of such series voting in favor thereof, either
in person or by proxies duly appointed in writing, at any meeting of Holders of
Securities of such series duly called and held in accordance with the
provisions of Article Fifteen, or a combination of such instruments and any
such record. Except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments or record or both are
delivered to the Trustee and, where it is hereby expressly required, to the
Company and the Guarantor. Such instrument or instruments and any such record
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the Holders signing such instrument or instruments
or so voting at any such meeting. Proof of execution of any such instrument or
of a writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and conclusive
in favor of the Trustee, the Company and the Guarantor and any agent of the
Trustee, the Company or the Guarantor, 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 1506.


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


13






 




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


     (c)  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.


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


     (e)  If the Company or the Guarantor shall solicit from the Holders of
Registered Securities any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company or the Guarantor, as the case may be,
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
neither the Company nor the Guarantor shall have any obligation to do so.
Notwithstanding TIA Section 316(c), such record date shall be the record date
specified in or pursuant to such Board Resolution, which shall be a date not
earlier than the date 30 days prior to the first solicitation of Holders
generally in connection therewith and not later than the date such solicitation
is completed. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of record at the close
of business on such record date shall be deemed to be Holders for the purposes
of determining whether Holders of the requisite proportion of Outstanding
Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that
purpose the Outstanding Securities shall be computed as of such record date;
provided that no such authorization, agreement or consent by the Holders on
such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than eleven months after
the record date.


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


14






 


     SECTION 105.  Notices, etc. to Trustee, the Company and the Guarantor.


     Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other documents provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,



		
	 	     (1) the Trustee by any Holder, by the Company or by the Guarantor
shall be sufficient for every purpose hereunder if made, given, furnished
or filed in writing to or with the Trustee at its Corporate Trust Office,
Attention: Corporate Trust Administration, or
	 
	 	     (2) 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 mailed, first-class postage prepaid, to the Company
addressed to it at the address of its principal office specified in the
first paragraph of this Indenture or at any other address previously
furnished in writing to the Trustee by the Company.
	 
	 	     (3) the Guarantor by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the
Guarantor addressed to it at the address of its principal office
specified in the first paragraph of this Indenture or at any other
address previously furnished in writing to the Trustee by the Guarantor.



     SECTION 106.  Notice to Holders; Waiver.


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


     In case, by reason of the suspension of or irregularities in regular mail
service or by reason of any other cause, it shall be impractical to mail notice
of any event to Holders of Registered Securities when such notice is required to be given pursuant to
any provision of this Indenture, then any manner of giving such notice as shall
be satisfactory to the Trustee shall be deemed to be sufficient giving of such
notice for every purpose hereunder.


     Except as otherwise expressly provided herein or otherwise specified with
respect to any Securities pursuant to Section 301, where this Indenture
provides for notice to Holders of Bearer Securities of any event, such notice
shall be sufficiently given to Holders of Bearer Securities if published in an
Authorized Newspaper in The City of New York and in such other city or cities
as may be specified in such Securities on a Business Day at least twice, the
first


15






 




such publication to be not earlier than the earliest date, and not later
than the latest date, prescribed for the giving of such notice. Any such
notice shall be deemed to have been given on the date of the first such
publication.


     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. Neither the failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect
in any notice so published, shall affect the sufficiency of such notice with
respect to other Holders of Bearer Securities or the sufficiency of any notice
to Holders of Registered Securities given as provided herein.


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


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


     SECTION 107.  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.


     SECTION 108.  Successors and Assigns.


     All covenants and agreements in this Indenture by the Company or the
Guarantor shall bind their successors and assigns, whether so expressed or not.


     SECTION 109.  Separability Clause.


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


     SECTION 110.  Benefits of Indenture.


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


16






 


     SECTION 111.  Governing Law.


     This Indenture and the Securities and coupons shall be governed by and
construed in accordance with the law of the State of New York. This Indenture
is subject to the provisions of the Trust Indenture Act that are required to be
part of this Indenture and shall, to the extent applicable, be governed by such
provisions.


     SECTION 112.  Legal Holidays.


     In any case where any Interest Payment Date, Redemption Date, sinking fund
payment date or Stated Maturity or Maturity of any Security shall not be a
Business Day at any Place of Payment, then (notwithstanding any other provision
of this Indenture or of any Security or coupon other than a provision in the
Securities of any series which specifically states that such provision shall
apply in lieu of this Section), payment of principal (or premium, if any) or
interest, 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 sinking fund payment date, or at the Stated Maturity or Maturity;
provided that no interest shall accrue for the period from and after such
Interest Payment Date, Redemption Date, sinking fund payment date, Stated
Maturity or Maturity, as the case may be.


     SECTION 113.  Submission to Jurisdiction; Appointment of Agent for Service of Process.


     The Company hereby appoints AngloGold Americas Incorporated acting through
its office at 509 Madison Avenue, Suite 1914, New York, New York 10022 as its
authorized agent (the “Authorized Agent”) upon which process may be served in
any legal action or proceeding against the Company with respect to its
obligations under this Indenture or the Securities of any series, instituted in
any federal or state court in the Borough of Manhattan, The City of New York by
the Holder of any Security and the Company agrees that service of process upon
such Authorized Agent, together with written notice of said service to the
Company by the Person serving the same addressed as provided in Section 105,
shall be deemed in every respect effective service of process upon the Company
in any such legal action or proceeding. The Company hereby irrevocably submits
to the non-exclusive jurisdiction of any such court in respect of any such
legal action or proceeding and waives any objection it may have to the laying
of the venue of any such legal action or proceeding. Such designation shall be
irrevocable until all amounts in respect of the principal of and any premium
and interest due and to become due on or in respect of all the Securities
issued under this Indenture have been paid by the Company or the Guarantor, as
the case may be, to the Trustee pursuant to the terms hereof, the Securities
and the Guarantee. Notwithstanding the foregoing, the Company reserves the
right to appoint another Person located or with an office in the Borough of
Manhattan, The City of New York, selected in its discretion, as a successor
Authorized Agent, and upon acceptance of such consent to service of process by
such a successor the designation of the prior Authorized Agent shall terminate.
The Company shall give written notice to the Trustee and all Holders of the
designation by it of a successor Authorized Agent. If for any reason AngloGold
Americas Incorporated ceases to be able to act as the Authorized Agent or to
have an address in the Borough of Manhattan, The City of New York, the Company
will appoint a successor


17






 




Authorized Agent in accordance with the preceding
sentence. The Company further agrees to take any and all action, including the
filing of any and all documents and instruments as may be necessary to continue
such designation of such agent in full force and effect until this Indenture
has been satisfied and discharged. Service of process upon the Authorized
Agent addressed to it at the address set forth above, as such address may be
changed within the Borough of Manhattan, The City of New York by notice given
by the Authorized Agent to the Trustee, together with written notice of such
service mailed or delivered to the Company shall be deemed, in every respect,
effective service of process on the Company.


ARTICLE TWO



SECURITY FORMS



     SECTION 201.  Forms Generally.


     The Registered Securities, if any, of each series and the Bearer
Securities, if any, of each series and related coupons shall be in
substantially the forms as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange
or as may, consistently herewith, be determined by the directors and officers executing such Securities or coupons, as evidenced by their
execution of the Securities or coupons. If the forms of Securities or coupons
of any series are established by action taken pursuant to a Board Resolution, a
copy of an appropriate record of such action shall be certified by the
secretary or an assistant secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 303
for the authentication and delivery of such Securities or coupons. Any portion
of the text of any Security may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Security.


     Unless otherwise specified as contemplated by Section 301, Securities in
bearer form shall have interest coupons attached.


     If Article Sixteen is to be applicable to Securities of any series,
established as contemplated by Section 301, then Securities of each such series
shall bear a Guarantee in substantially the form set forth in Section 204. For
any other series of Securities, the Guarantee shall be endorsed on the
Securities and shall be substantially in the form established by or pursuant to
Board Resolutions of the Guarantor in accordance with Section 301 or one or
more indentures supplemental hereto. Notwithstanding the foregoing, the
Guarantee or the Guarantees to be endorsed on the Securities of any series may
have such appropriate insertions, omissions, substitutions and other
corrections from the forms thereof referred to above as are required or
permitted by this Indenture and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the directors or officers delivering
the same, in each case as evidenced by such delivery.


18






 


     The Trustee’s certificate of authentication on all Securities shall be in
substantially the form set forth in this Article.


     The definitive Securities and coupons shall be printed, lithographed or
engraved on steel-engraved borders or may be produced in any other manner, all
as determined by the officers executing such Securities, as evidenced by their
execution of such Securities or coupons.


     SECTION 202.  Form of Trustee’s Certificate of Authentication.


     Subject to Section 611, the Trustee’s certificate of authentication shall
be in substantially the following form:


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


     Dated:                         


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



	 	 	 
	 	[NAME OF TRUSTEE],

            as Trustee
	 	 	 
	 	 	 
	 	By:	 
	 	 	

	 	 	
Authorized Signatory



     SECTION 203.  Securities Issuable in Global Form.


     If Securities of or within a series are issuable in global form, as
specified as contemplated by Section 301, then, notwithstanding clause (8) of
Section 301, any 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 of such series
from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities of such series represented thereby may from time to time be
increased or decreased 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 to be delivered to the Trustee
pursuant to Section 303 or Section 304. Subject to the provisions of Section
303 and, if applicable, Section 304, the Trustee shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions given
by the Person or Persons specified therein or in the applicable Company Order.
If a Company Order pursuant to Section 303 or Section 304 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 102 and need not be accompanied by an
Opinion of Counsel.


     The provisions of the last sentence of the penultimate paragraph of
Section 303 shall apply to any Security represented by a Security in global
form if such Security was never


19






 




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 102 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 the penultimate paragraph of
Section 303.


     Notwithstanding the provisions of Section 307, unless otherwise specified
as contemplated by Section 301, payment of principal of (and premium, if any)
and interest, if any, on any Security in permanent global form shall be made to
the Person or Persons specified therein.


     Notwithstanding the provisions of Section 309 and except as provided in
the preceding paragraph, the Company, the Guarantor, the Trustee and any agent
of the Company, the Guarantor and the Trustee shall treat as the Holder of such
principal amount of Outstanding Securities represented by a permanent global
Security (i) in the case of a permanent global Security in registered form,
the Holder of such permanent global Security in registered form, or (ii) in the
case of a permanent global Security in bearer form, Euroclear or Clearstream.


     SECTION 204.  Form of Guarantee.


     The Guarantee afforded by Article Sixteen shall be endorsed on the
Securities of any applicable series substantially as follows:


     For value received, AngloGold Limited, a corporation duly organized and
existing under the laws of South Africa (herein called the “Guarantor”, which
term includes any successor Person under the Indenture (the “Indenture”)
referred to in the Security on which this Guarantee is endorsed), has
unconditionally guaranteed, pursuant to the terms of the Guarantee contained in
Article Sixteen of the Indenture, the due and punctual payment of the principal
of and any premium and interest on such Security, when and as the same shall
become due and payable, whether at the Stated Maturity, by declaration of
acceleration, call for redemption or otherwise, in accordance with the terms of
such Security and the Indenture.


     All payments pursuant to this Guarantee shall be made without withholding
or deduction for, or on account of, any present or future taxes, duties,
assessments or governmental charges of whatever nature imposed or levied by or
on behalf of Luxembourg or South Africa or the jurisdiction of organization of
any successor to the Company or the Guarantor, or any political subdivision or
taxing authority thereof or therein, unless such taxes, duties, assessments or
governmental charges are required by Luxembourg or South Africa or such other
jurisdiction or any such subdivision or authority to be withheld or deducted.
In that event, the Guarantor will pay such Additional Amounts as will result
(after deduction of such taxes, duties, assessments or governmental charges and
any additional taxes, duties, assessments or governmental charges payable in
respect of such) in the payment to the Holder of the Security on which this
Guarantee is endorsed of the amounts which would have been payable in respect
of the Guarantee thereof had no such withholding or deduction been required,
subject to certain exceptions as set forth in Article Ten of the Indenture.


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     The obligations of the Guarantor to the Holders of the Securities and to
the Trustee pursuant to the Guarantee and the Indenture are expressly set forth
in Article Sixteen of the Indenture, and reference is hereby made to such
Article and Indenture for the precise terms of the Guarantee.


     The Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Security upon which this Guarantee is
endorsed shall have been executed by the Trustee under the Indenture by the
manual signature of one of its authorized signatories.


     Capitalized terms used herein and not otherwise defined herein have the
meanings specified in the Indenture.


     IN WITNESS WHEREOF, the Guarantor has caused this instrument to be duly
executed.



	 	 	 
	 	Dated:	 
	 	 	 
	 	 	 
	 	ANGLOGOLD LIMITED
	 	 	 
	 	 	 
	 	By:	 
	 	 	

	 	 	
Name:
	 	 	
Title:



ARTICLE THREE



THE SECURITIES



     SECTION 301.  Amount Unlimited; Issuable in Series.


     The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.


     The Securities may be issued in one or more series. There shall be
established in one or more Board Resolutions or pursuant to authority granted
by one or more Board Resolutions and, subject to Section 303, set forth in, or
determined in the manner provided in, an Officers’ Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series, any or all of the following, as applicable (each of
which (except for the matters set forth in clauses (1), (2) and (17) below), if
so provided, may be determined from time to time by the Company with respect to
unissued Securities of the series and set forth in such Securities of the
series when issued from time to time):



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




21









 




		
	 	     (2) any limit upon the aggregate principal amount of the Securities
of the series that may be authenticated and delivered under this
Indenture (except for 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 304, 305, 306, 906, 1107 or
1305);
	 
	 	     (3) the date or dates, or the method by which such date or dates
will be determined or extended, on which the principal of the Securities
of the series is payable;
	 
	 	     (4) the rate or rates at which the Securities of the series shall
bear interest, if any, or the method by which such rate or rates shall be
determined, the date or dates from which such interest shall accrue, or
the method by which such date or dates shall be determined, the Interest
Payment Dates on which such interest shall be payable and the Regular
Record Date, if any, for the interest payable on any Registered Security
on any Interest Payment Date, or the method by which such date or dates
shall be determined, and the basis upon which interest shall be
calculated if other than on the basis of a 360-day year of twelve 30-day
months;
	 
	 	     (5) the place or places, if any, other than or in addition to the
Borough of Manhattan, The City of New York, where the principal of (and
premium, if any) and interest, if any, on Securities of the series shall
be payable, where any Registered Securities of the series may be
surrendered for registration of transfer, where Securities of the series
may be surrendered for exchange, where Securities of the series that are
exchangeable may be surrendered for exchange, as applicable and, if
different than the location specified in Section 106, the place or places
where notices or demands to or upon the Company in respect of the
Securities of the series and this Indenture may be served;
	 
	 	     (6) the period or periods within which, the price or prices at
which, the Currency in which, and other terms and conditions upon which
Securities of the series may be redeemed, in whole or in part, at the
option of the Company, if the Company is to have that option;
	 
	 	     (7) the obligation, if any, of the Company to redeem, repay or
purchase Securities of the series pursuant to any sinking fund or
analogous provision or at the option of a Holder thereof, and the period
or periods within which, the price or prices at which, the Currency in
which, and other terms and conditions upon which Securities of the series
shall be redeemed, repaid or purchased, in whole or in part, pursuant to
such obligation;
	 
	 	     (8) if other than denominations of $1,000 and any integral multiple
thereof, the denomination or denominations in which any Registered
Securities of the series shall be issuable and, if other than
denominations of $5,000, the denomination or denominations in which any
Bearer Securities of the series shall be issuable;
	 
	 	     (9) if other than the Trustee, the identity of each Security
Registrar and/or Paying Agent;



22






 








		
	 	     (10) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series that shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section
502 or the method by which such portion shall be determined;
	 
	 	     (11) if other than Dollars, the Currency in which payment of the
principal of (or premium, if any) or interest, if any, on the Securities
of the series shall be payable or in which the Securities of the series
shall be denominated and the particular provisions applicable thereto in
accordance with, in addition to or in lieu of any of the provisions of
Section 312;
	 
	 	     (12) whether the amount of payments of principal of (or premium, if
any) or interest, if any, on the Securities of the series may be
determined with reference to an index, formula or other method (which
index, formula or method may be based, without limitation, on one or more
Currencies, commodities, equity indices or other indices), and the manner
in which such amounts shall be determined;
	 
	 	     (13) whether the principal of (or premium, if any) or interest, if
any, on the Securities of the series are to be payable, at the election
of the Company, the Guarantor or a Holder thereof, in a Currency other
than that in which such Securities are denominated or stated to be
payable, the period or periods within which (including the Election
Date), and the terms and conditions upon which, such election may be
made, and the time and manner of determining the exchange rate between
the Currency in which such Securities are denominated or stated to be
payable and the Currency in which such Securities are to be so payable,
in each case in accordance with, in addition to or in lieu of any of the
provisions of Section 312;
	 
	 	     (14) the designation of the initial Exchange Rate Agent, if any;
	 
	 	     (15) the applicability, if any, of Sections 1402 and/or 1403 to the
Securities of the series and any provisions in modification of, in
addition to or in lieu of any of the provisions of Article Fourteen that
shall be applicable to the Securities of the series;
	 
	 	     (16) provisions, if any, granting special rights to the Holders of
Securities of the series upon the occurrence of such events as may be
specified;
	 
	 	     (17) any deletions from, modifications of or additions to the Events
of Default or covenants (including any deletions from, modifications of
or additions to Section 1008) of the Company or the Guarantor, as the
case may be, with respect to Securities of the series, whether or not
such Events of Default or covenants are consistent with the Events of
Default or covenants set forth herein;
	 
	 	     (18) whether Securities of the series are to be issuable as
Registered Securities, Bearer Securities (with or without coupons) or
both, any restrictions applicable to the offer, sale or delivery of
Bearer Securities, whether any Securities of the series are to be
issuable initially in temporary global form and whether any Securities of
the series are to be issuable in permanent global form with or without
coupons and, if so, whether beneficial owners of interests in any such
permanent global Security may exchange such



23






 








		
	 	interests for Securities of
such series and of like tenor of any authorized form and denomination and
the circumstances under which any such exchanges may occur, if other than
in the manner provided in Section 305, whether Registered Securities of
the series may be exchanged for Bearer Securities of the series (if
permitted by applicable laws and regulations), whether Bearer Securities
of the series may be exchanged for Registered Securities of such series,
and the circumstances under which and the place or places where any such
exchanges may be made and if Securities of the series are to be issuable
in global form, the identity of any initial depository therefor;




		
	 	     (19) the date as of which any Bearer Securities of the series and
any temporary global Security representing Outstanding Securities of the
series shall be dated if other than the date of original issuance of the
first Security of the series to be issued;
	 
	 	     (20) 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 304;
	 
	 	     (21) if Securities of the series are to be issuable in definitive
form (whether upon original issue or upon exchange of a temporary
Security of such series) only upon receipt of certain certificates or
other documents or satisfaction of other conditions, the form and/or
terms of such certificates, documents or conditions;
	 
	 	     (22) if the Securities of the series are to be issued upon the
exercise of warrants, the time, manner and place for such Securities to
be authenticated and delivered;
	 
	 	     (23) whether, under what circumstances and the Currency in which the
Company or the Guarantor will pay Additional Amounts as contemplated by
Section 1005 on the Securities of the series to any Holder who is not a
United States person (including any modification to the definition of
such term) in respect of any tax, assessment or governmental charge and,
if so, whether the Company or the Guarantor will have the option to
redeem such Securities rather than pay such Additional Amounts (and the
terms of any such option);
	 
	 	     (24) if the Securities of the series are to be exchangeable for any
securities of any Person (including the Guarantor), the terms and
conditions upon which such Securities will be so exchangeable;
	 
	 	     (25) if the Securities will be entitled to the benefit of the
Guarantee afforded by Article Sixteen or, if not, the form of the
Guarantee to be endorsed on the Securities;
	 
	 	     (26) if the Securities of the series or the Guarantee therefor are
to be subordinated to any other Debt, the terms and conditions of such
subordination; and



24






 








		
	 	     (27) any other terms, conditions, rights and preferences (or
limitations on such rights and preferences) relating to the series (which
terms shall not be inconsistent with the requirements of the Trust
Indenture Act or the provisions of this Indenture).



     All Securities of any one series and the coupons appertaining to any
Bearer Securities of such series shall be substantially identical except, in
the case of Registered Securities, as to denomination and except as may
otherwise be provided in or pursuant to such Board Resolution (subject to
Section 303) and set forth in such Officers’ Certificate or in any such
indenture supplemental hereto. Not all Securities of any one series need be
issued at the same time, and, unless otherwise provided, a series may be
reopened without the consent of the Holders for issuances of additional
Securities of such series.


     If any of the terms of the series are established by action taken pursuant
to one or more Board Resolutions, such Board Resolutions shall be delivered to
the Trustee at or prior to the delivery of the Officers’ Certificate setting
forth the terms of the series.


     SECTION 302.  Denominations.


     The Securities of each series shall be issuable in such denominations as
shall be specified as contemplated by Section 301. With respect to Securities
of any series denominated in Dollars, in the absence of any such provisions,
the Registered Securities of such series, other than Registered Securities
issued in global form (which may be of any denomination), shall be issuable in
denominations of $1,000 and any integral multiple thereof and the Bearer
Securities of such series, other than the Bearer Securities issued in global
form (which may be of any denomination), shall be issuable in a denomination of
$5,000.


     SECTION 303.  Execution, Authentication, Delivery and Dating.


     The Securities and any coupons appertaining thereto and the Guarantees to
be noted or endorsed on the Securities shall be executed on behalf of the
Company by any two directors, or any director and secretary, of the Company,
and on behalf of the Guarantor by any two directors, or any director and
secretary, of the Guarantor. The signature of any of these persons on the
Securities or coupons and the Guarantees, as the case may be, may be the manual
or facsimile signatures of the present or any future such director or officer
and may be imprinted or otherwise reproduced on the Securities. If Article
Sixteen is to be applicable to the Securities of any series, established as
contemplated by Section 301, then the Guarantees noted or endorsed on the
Securities of such series shall be executed as provided in Section 1602.


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


     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series together with any
coupon


25






 


appertaining thereto, executed by the Company, having Guarantees noted
or endorsed thereon executed by the Guarantor, to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with such Company
Order shall authenticate and deliver such Securities; provided, however, that,
in connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and provided further
that, unless otherwise specified with respect to any series of Securities
pursuant to Section 301, a Bearer Security may be delivered in connection with
its original issuance only if the Person entitled to receive such Bearer
Security shall have furnished a certificate in the form set forth in Exhibit
A-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. If
any Security shall be represented by a permanent global Security, then, for
purposes of this Section and Section 304, the notation of a beneficial owner’s
interest therein upon original issuance of such Security or upon exchange of a
portion of a temporary global Security shall be deemed to be delivery in
connection with its original issuance of such beneficial owner’s interest in
such permanent global Security. Except as permitted by Section 306, the
Trustee shall not authenticate and deliver any Bearer Security unless all
appurtenant coupons for interest then matured have been detached and cancelled.
If not all the Securities of any series are to be issued at one time and if
the Board Resolution or supplemental indenture establishing such series shall
so permit, such Company Order may set forth procedures acceptable to the
Trustee for the issuance of such Securities and determining terms of particular
Securities of such series such as interest rate, stated maturity, date of
issuance and date from which interest shall accrue.


     In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to TIA Sections 315(a)
through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel
stating:



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




		
	 	     (b) that the terms of such Securities and any coupons and Guarantee
have been established in conformity with the provisions of this
Indenture; and
	 
	 	     (c) that such Securities, together with any coupons appertaining
thereto and the Guarantee thereof, when completed by appropriate
insertions and executed and delivered by the Company and the Guarantor,
as applicable, to the Trustee for authentication in accordance with this
Indenture, authenticated and delivered by the Trustee in accordance with
this Indenture and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute the
legal, valid and binding obligations of the Company and the Guarantor,
respectively, enforceable in accordance with their terms, subject to
applicable bankruptcy, insolvency, reorganization and other similar laws
of general applicability relating to or affecting the enforcement of
creditors’ rights, to general equitable principles and to such other
qualifications as such counsel shall conclude do not materially affect
the rights of Holders of such Securities and any coupons.



26






 







     Notwithstanding the provisions of Section 301 and of the preceding two
paragraphs, if not all the Securities of any series are to be issued at one
time, it shall not be necessary to deliver the Officers’ Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to the preceding two paragraphs prior to or at the
time of issuance of each Security, but such documents shall be delivered prior
to or at the time of issuance of the first Security of such series.


     The Trustee shall not be required to authenticate and deliver any such
Securities 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.


     Each Registered Security shall be dated the date of its authentication and
each Bearer Security shall be dated as of the date specified as contemplated by
Section 301.


     No Security or coupon, or Guarantee, 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 herein duly executed by the Trustee by manual signature of an
authorized officer, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security, coupon and Guarantee have
been duly authenticated and delivered hereunder and are entitled to the
benefits of this Indenture. Notwithstanding the foregoing, if any Security
shall have been authenticated and delivered hereunder but never issued and sold
by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 310 together with a written statement
(which need not comply with Section 102 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, and the
related Guarantee, shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture (including, if applicable, the Guarantee pursuant to Article
Sixteen).


     The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute delivery of the Guarantee endorsed or noted
thereon on behalf of the Guarantor. The Guarantor by its execution of this
Indenture hereby authorizes the Company, in the name and on behalf of the
Guarantor, to confirm the applicable Guarantee to the Holder of each Security
authenticated and delivered hereunder by its execution and delivery of each
such Security, with such Guarantee noted or endorsed thereon, authenticated and
delivered by the Trustee. When delivered pursuant to the provisions of Section
303 hereof, only Guarantees endorsed or noted on the Securities shall bind the
Guarantor, notwithstanding the fact that the Guarantee does not bear the
signature of the Guarantor.


     SECTION 304.  Temporary Securities.


     Pending the preparation of definitive Securities of any series, the
Company may execute, the Guarantor may execute its Guarantee to be noted or
endorsed on, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are


27






 



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 conclusively the directors or officers executing such
Securities, or Guarantees or notations of the Guarantee pursuant to Article
Sixteen, as applicable, may determine, as conclusively evidenced by their
execution of such Securities or Guarantees or notations, as the case may be.
Such temporary Securities may be in global form.


     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 in a Place of Payment for that series, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series (accompanied by any unmatured coupons
appertaining thereto), the Company shall execute, and the Guarantor shall
execute the Guarantee noted or endorsed on, and the Trustee shall authenticate
and deliver in exchange therefor a like principal amount of definitive
Securities of the same series of authorized denominations; provided, however,
that no definitive Bearer Security shall be delivered in exchange for a
temporary Registered Security; and provided further that a definitive Bearer
Security shall be delivered in exchange for a temporary Bearer Security only in
compliance with the conditions set forth in Section 303. Until so exchanged
the temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series.


     If temporary Securities of any series are issued in global form, any such
temporary global Security shall, unless otherwise provided therein, be
delivered to the      office of a depositary or common depositary (the
“Common Depositary”), for the benefit of Euroclear and Clearstream, for credit
to the respective accounts of the beneficial owners of such Securities (or to
such other accounts as they may direct).


     Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Security (the “Exchange Date”), the Company shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary global Security, executed by the Company and, as
applicable, the Guarantor. 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 deliver, in exchange for each portion of such temporary global
Security, an equal aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of
such temporary global Security to be exchanged. The definitive Securities to
be delivered in exchange for any such temporary global Security shall be in
bearer form, registered form, permanent global bearer form or permanent global
registered form, or any combination thereof, as specified as contemplated by
Section 301, and, if any combination thereof is so specified, as requested by
the beneficial owner thereof; provided, however, that, unless otherwise
specified in such temporary global Security, upon such presentation by the
Common Depositary, such temporary global Security is accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by
Euroclear as to the portion of such temporary global


28






 



Security held for its
account then to be exchanged and a certificate dated the Exchange Date or a
subsequent date and signed by Clearstream 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 A-2 to this Indenture (or in such other form as may be
established pursuant to Section 301); and provided further that definitive
Bearer Securities shall be delivered in exchange for a portion of a temporary
global Security only in compliance with the requirements of Section 303.


     Unless otherwise specified in such temporary global Security, the interest
of a beneficial owner of Securities of a series in a temporary global Security
shall be exchanged for definitive Securities of the same series and of like
tenor following the Exchange Date when the account holder instructs Euroclear
or Clearstream, as the case may be, to request such exchange on his behalf and
delivers to Euroclear or Clearstream, as the case may be, a certificate in the
form set forth in Exhibit A-1 to this Indenture (or in such other form as may
be established pursuant to Section 301), dated no earlier than 15 days prior to
the Exchange Date, copies of which certificate shall be available from the
offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent
appointed for such series of Securities and each Paying Agent. Unless
otherwise specified in such temporary global Security, any such exchange shall
be made free of charge to the beneficial owners of such temporary global
Security, except that a Person receiving definitive Securities must bear the
cost of insurance, postage, transportation and the like in the event that such
Person does not take delivery of such definitive Securities in person at the
offices of Euroclear or Clearstream. Definitive Securities in bearer form to
be delivered in exchange for any portion of a temporary global Security shall
be delivered only outside the United States.


     Until exchanged in full as hereinabove provided, the temporary Securities
of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor
authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 301, interest payable on a temporary global Security
on an Interest Payment Date for Securities of such series occurring prior to
the applicable Exchange Date shall be payable to Euroclear and Clearstream on
such Interest Payment Date upon delivery by Euroclear and Clearstream to the
Trustee of a certificate or certificates in the form set forth in Exhibit A-2
to this Indenture (or in such other form as may be established pursuant to
Section 301), for credit without further interest thereon on or after such
Interest Payment Date to the respective accounts of the Persons who are the
beneficial owners of such temporary global Security on such Interest Payment
Date and who have each delivered to Euroclear or Clearstream, as the case may
be, a certificate dated no earlier than 15 days prior to the Interest Payment
Date occurring prior to such Exchange Date in the form set forth in Exhibit A-1
to this Indenture (or in such other form as may be established pursuant to
Section 301). Notwithstanding anything to the contrary herein contained, the
certifications made pursuant to this paragraph shall satisfy the certification
requirements of the preceding two paragraphs of this Section and of the third
paragraph of Section 303 of this Indenture and the interests of the Persons who
are the beneficial owners of the temporary global Security with respect to
which such certification was made will be exchanged for definitive Securities
of the same series and of like tenor on the Exchange Date or the date of
certification if such date occurs after the Exchange Date, without further act
or deed by such beneficial owners. Except as otherwise provided in this
paragraph, no payments of principal (or premium, if any) or interest, if


29






 



any, owing with respect to a beneficial interest in a temporary global Security will
be made unless and until such interest in such temporary global Security shall
have been exchanged for an interest in a definitive Security. Any interest so
received by Euroclear and Clearstream 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 1003.


     SECTION 305.  Registration, Registration of Transfer and Exchange.


     The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register for each series of Securities (the registers maintained in
the Corporate Trust Office of the Trustee and in any other office or agency of
the Company in a Place of Payment being herein sometimes collectively referred
to as the “Security Register”) in which, subject to such reasonable regulations
as it may prescribe, the Company or the Guarantor shall provide for the
registration of Registered Securities and of transfers of Registered
Securities. The Security Register shall be in written form or any other form
capable of being converted into written form within a reasonable time. At all
reasonable times, the Security Register shall be open to inspection by the
Trustee. The Trustee is hereby initially appointed as security registrar (the
“Security Registrar”) for the purpose of registering Registered Securities and
transfers of Registered Securities as herein provided.


     Upon surrender for registration of transfer of any Registered Security of
any series at the office or agency in a Place of Payment for that series, the
Company shall execute, and the Guarantor shall execute the Guarantee noted or
endorsed on, and the Trustee shall authenticate and deliver, in the name of the
designated transferee, one or more new Registered Securities of the same
series, of any authorized denominations and of a like aggregate principal
amount and tenor.


     At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series, of any authorized
denomination and of a like aggregate principal amount, upon surrender of the
Registered Securities to be exchanged at such office or agency. Whenever any
Registered Securities are so surrendered for exchange, the Company shall
execute, and the Guarantor shall execute the Guarantee on, and the Trustee
shall authenticate and deliver, the Registered Securities which the Holder
making the exchange is entitled to receive. Unless otherwise specified with
respect to any series of Securities as contemplated by Section 301, Bearer
Securities may not be issued in exchange for Registered Securities.


     If (but only if) expressly permitted in or pursuant to the applicable
Board Resolution and (subject to Section 303) set forth in the applicable
Officers’ Certificate, or in any indenture supplemental hereto, delivered as
contemplated by Section 301, at the option of the Holder, Bearer Securities of
any series may be exchanged for Registered Securities of the same series of any
authorized denomination and of a like aggregate principal amount and tenor,
upon surrender of the Bearer Securities to be exchanged at any such office or
agency, with all unmatured coupons and all matured coupons in default thereto
appertaining. If the Holder of a Bearer Security is unable to produce any such
unmatured coupon or coupons or matured coupon or coupons in default, any such
permitted exchange may be effected if the Bearer Securities are


30






 



accompanied by
payment in funds acceptable to the Company or the Guarantor, as the case may
be, 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 or
the Guarantor, as the case may be, 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 1002, interest represented by coupons shall be payable only upon
presentation and surrender of those coupons at an office or agency located
outside the United States. Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such office or agency in a
permitted exchange for a Registered Security of the same series and like tenor
after the close of business at such office or agency on (i) any Regular Record
Date and before the opening of business at such office or agency on the
relevant Interest Payment Date, or (ii) any Special Record Date and before the
opening of business at such office or agency on the related proposed date for
payment of Defaulted Interest, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date or proposed date for
payment, as the case may be, and interest or Defaulted Interest, as the case
may be, will not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the Holder of
such coupon when due in accordance with the provisions of this Indenture.


     Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Guarantor shall execute the Guarantee noted or endorsed on,
and the Trustee shall authenticate and deliver, the Securities which the Holder
making the exchange is entitled to receive.


     Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be
exchangeable only as provided in this paragraph. If any beneficial owner of an
interest in a permanent global Security is entitled to exchange such interest
for Securities of such series and of like tenor and principal amount of another
authorized form and denomination, as specified as contemplated by Section 301
and provided that any applicable notice provided in the permanent global
Security shall have been given, 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 aggregate
principal amount equal to the principal amount of such beneficial owner’s
interest in such permanent global Security, executed by the Company and the
Guarantor. On or after the earliest date on which such interests may be so
exchanged, such permanent global Security shall be surrendered by the Common
Depositary or such other depositary as shall be specified in the Company Order
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 deliver, in
exchange for each portion of such permanent 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 permanent global
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 301, shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, as shall be specified by


31






 


the
beneficial owner thereof; provided, however, that no such exchanges may occur
during a period beginning at the opening of business 15 days before any
selection of Securities to be redeemed and ending on the relevant Redemption
Date if the Security for which exchange is requested may be among those
selected for redemption; and provided, further, that no Bearer Security
delivered in exchange for a portion of a permanent global Security shall be
mailed or otherwise delivered to any location in the United States. If a
Registered Security is issued in exchange for any portion of a permanent global
Security after the close of business at the office or agency where such
exchange occurs on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and 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 permanent global
Security is payable in accordance with the provisions of this Indenture.


     The provisions of clauses (1), (2), (3) and (4) below shall apply only to
global Registered Securities:



		
	 	     (1) Each global Registered Security authenticated under this
Indenture shall be registered in the name of the depositary designated
for such global Registered Security or a nominee thereof and delivered to
such depositary or a nominee thereof or custodian therefor, and each such
global Registered Security shall constitute a single Security for all
purposes of this Indenture.
	 
	 	     (2) Notwithstanding any other provision in this Indenture, no global
Registered Security may be exchanged for Securities registered, and no
transfer of a global Registered Security in whole or in part may be
registered, in the name of any Person other than the depositary for such
global Registered Security or a nominee thereof unless (A) such
depositary (i) has notified the Company that it is unwilling or unable to
continue as depositary for such global Registered Security or (ii) has
ceased to be a clearing agency registered under the Exchange Act, and the
Company does not appoint another institution to act as depositary within
120 days after the date of the notice described in clause (i) or the
cessation described in clause (ii), as the case may be, (B) the Company
notifies the Trustee that the Company desires to terminate such global
Registered Security, (C) there shall have occurred and be continuing an
Event of Default with respect to such global Registered Security or (D)
there shall exist such other circumstances, if any, as have been
specified for this purpose as contemplated by Section 301.
	 
	 	     (3) Subject to clause (2) above, any exchange of a global Registered
Security for other Securities may be made in whole or in part, and all
Securities issued in exchange for a global Registered Security or any
portion thereof shall be registered in such names as the depositary for
such global Registered Security shall direct.



32






 








		
	 	     (4) Every Security authenticated and delivered upon registration or
transfer of, or in exchange for or in lieu of, a global Registered
Security or any portion thereof, whether pursuant to this Section,
Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and
delivered in the form of, and shall be a global Registered Security,
unless such Security is registered in the name of a Person other than the
depositary for such global Registered Security or a nominee thereof.



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


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


     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company or the Guarantor, as the case may be,
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107
or 1305 not involving any transfer.


     The Company shall not be required (i) to issue, register the transfer of
or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the selection for redemption of
Securities of that series under Section 1103 or 1203 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 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, or (iv) to issue, register the
transfer of or exchange any Security which has been surrendered for repayment
at the option of the Holder, except the portion, if any, of such Security not
to be so repaid.


     Neither the Trustee nor any Agent shall have any responsibility for any
actions taken or not taken by Euroclear, Clearstream or any depositary.


33






 


     SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities.


     If any mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee, together with, in proper
cases, such security or indemnity as may be required by the Company, the
Guarantor or the Trustee to save each of them or any agent of each of them
harmless, the Company shall execute, the Guarantor shall execute the Guarantee
noted or endorsed thereon, and the Trustee shall authenticate and deliver 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.


     If there shall be delivered to the Company, the Guarantor 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 each of them harmless, then, in the
absence of notice to the Company, the Guarantor or the Trustee that such
Security or coupon has been acquired by a bona fide purchaser, the Company
shall execute, the Guarantor shall execute the Guarantee noted or endorsed
thereon, and upon Company Order or a Guarantor Order the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security or in exchange for the Security to which a destroyed, lost or stolen
coupon appertains (with all appurtenant coupons not destroyed, lost or stolen),
a new Security of the same series and 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.


     Notwithstanding the provisions of the previous two paragraphs, in case any
such mutilated, destroyed, lost or stolen Security or coupon has become or is
about to become due and payable, the Company in its discretion may, instead of
issuing a new Security, with coupons corresponding to the coupons, if any,
appertaining to such mutilated, destroyed, lost or stolen Security or to the
Security to which such mutilated, destroyed, lost or stolen coupon appertains,
pay such Security or coupon; provided, however, that payment of principal of
(and premium, if any) and interest, if any, on Bearer Securities shall, except
as otherwise provided in Section 1002, be payable only at an office or agency
located outside the United States and, unless otherwise specified as
contemplated by Section 301, any interest on Bearer Securities shall be payable
only upon presentation and surrender of the coupons appertaining thereto.


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


     Every new Security of any series with its coupons, if any, issued pursuant
to this Section in lieu of any mutilated, destroyed, lost or stolen Security or
in exchange for a Security to which a mutilated, destroyed, lost or stolen
coupon appertains, and the Guarantee thereon, shall constitute an original
additional contractual obligation of the Company and the Guarantor, whether or
not the mutilated, destroyed, lost or stolen Security and its coupons, if any,
or the mutilated, destroyed, lost or stolen coupon shall be at any time
enforceable by anyone, and shall

34






 




be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that
series and their coupons, if any, and the Guarantees duly issued hereunder.


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


     SECTION 307.  Payment of Interest; Interest Rights Preserved; Optional
Interest Reset.


     (a)  Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, interest, if any, 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 such Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest at the office or agency of the Company
maintained for such purpose pursuant to Section 1002; provided, however, that
each installment of interest, if any, on any Registered Security may at the
Company’s option be paid by (i) mailing a check for such interest, payable to
or upon the written order of the Person entitled thereto pursuant to Section
309, to the address of such Person as it appears on the Security Register or
(ii) transfer to an account maintained by such Person.


     Unless otherwise provided as contemplated by Section 301 with respect to
the Securities of any series, in the case of a Bearer Security, payment of
interest, if any, may be made, upon presentation and surrender of the coupon
appertaining thereto in respect of such payment. Such payment may be made by
transfer to an account located outside the United States maintained by the
Person entitled thereto pursuant to Section 309.


     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
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
and, if applicable, interest on such defaulted interest (to the extent lawful)
at the rate specified in the Securities of such series (such defaulted interest
and, if applicable, interest thereon herein collectively called “Defaulted
Interest”) may be paid by the Company or the Guarantor, at its election in each
case, as provided in clause (1) or (2) below:



		
	 	     (1) The Company or the Guarantor 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 or the Guarantor shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each
Registered Security of such series and the date of the proposed payment,
and at the same time the Company or the Guarantor, as the case may be,
shall deposit with the Trustee an amount of money in the Currency in
which the Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such series and
except, if applicable, as provided in Sections 312(b), 312(d) and 312(e))
equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make 



35






 





		
	 	arrangements satisfactory to the Trustee
for such deposit on or prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this clause provided.
Thereupon the 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 and the
Guarantor, as the case may be, of such Special Record Date and, in the
name and at the expense of the Company or the Guarantor, as the case may
be, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be given in the manner provided
in Section 106, 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 given, such Defaulted Interest shall
be paid to the Persons in whose name the Registered Securities of such
series (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be
payable pursuant to the following clause (2).




		
	 	     (2) The Company or the Guarantor 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 or the
Guarantor, as the case may be, to the Trustee of the proposed payment
pursuant to this clause, such manner of payment shall be deemed
practicable by the Trustee.



     (b)  The provisions of this Section 307(b) may be made applicable to any
series of Securities pursuant to Section 301 (with such modifications,
additions or substitutions as may be specified pursuant to such Section 301).
The interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable) on any Security of such series may be reset by
the Company or the Guarantor, as the case may be, on the date or dates
specified on the face of such Security (each an “Optional Reset Date”). The
Company or the Guarantor, as the case may be, may exercise such option with
respect to such Security by notifying the Trustee of such exercise at least 50
but not more than 60 days prior to an Optional Reset Date for such Note. Not
later than 40 days prior to each Optional Reset Date, the Trustee shall
transmit, in the manner provided for in Section 106, to the Holder of any such
Security a notice (the “Reset Notice”) indicating whether the Company or the
Guarantor, as the case may be, has elected to reset the interest rate (or the
spread or spread multiplier used to calculate such interest rate, if
applicable), and if so (i) such new interest rate (or such new spread or spread
multiplier, if applicable) and (ii) the provisions, if any, for redemption
during the period from such Optional Reset Date to the next Optional Reset Date
or if there is no such next Optional Reset Date, to the Stated Maturity Date of
such Security (each such period a “Subsequent Interest Period”), including the
date or dates on which or the period or periods during which and the price or
prices at which such redemption may occur during the Subsequent Interest
Period.


     Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the Company or the Guarantor, as the case may be, may, at
its option, revoke the interest rate (or the spread or spread multiplier used
to calculate such interest rate, if applicable) provided


36






 




for in the Reset
Notice and establish an interest rate (or a spread or spread multiplier used to
calculate such interest rate, if applicable) that is higher than the interest
rate (or the spread or spread multiplier, if applicable) provided for in the
Reset Notice, for the Subsequent Interest Period by causing the Trustee to
transmit, in the manner provided for in Section 106, notice of such higher
interest rate (or such higher spread or spread multiplier, if applicable) to
the Holder of such Security. Such notice shall be irrevocable. All Securities
with respect to which the interest rate (or the spread or spread multiplier
used to calculate such interest rate, if applicable) is reset on an Optional
Reset Date, and with respect to which the Holders of such Securities have not
tendered such Securities for repayment (or have validly revoked any such
tender) pursuant to the next succeeding paragraph, will bear such higher
interest rate (or such higher spread or spread multiplier, if applicable).


     The Holder of any such Security will have the option to elect repayment by
the Company of the principal of such Security on each Optional Reset Date at a
price equal to the principal amount thereof plus interest accrued to such
Optional Reset Date. In order to obtain repayment on an Optional Reset Date,
the Holder must follow the procedures set forth in Article Thirteen for
repayment at the option of Holders except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days
prior to such Optional Reset Date and except that, if the Holder has tendered
any Security for repayment pursuant to the Reset Notice, the Holder may, by
written notice to the Trustee, revoke such tender or repayment until the close
of business on the tenth day before such Optional Reset Date.


     Subject to the foregoing provisions of this Section and Section 305, 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 308.  Optional Extension of Stated Maturity.


     The provisions of this Section 308 may be made applicable to any series of
Securities pursuant to Section 301 (with such modifications, additions or
substitutions as may be specified pursuant to such Section 301). The Stated
Maturity of any Security of such series may be extended at the option of the
Company or the Guarantor for the period or periods specified on the face of
such Security (each an “Extension Period”) up to but not beyond the date (the
“Final Maturity”) set forth on the face of such Security. The Company or the
Guarantor may exercise such option with respect to any Security by notifying
the Trustee of such exercise at least 50 but not more than 60 days prior to the
Stated Maturity of such Security in effect prior to the exercise of such option
(the “Original Stated Maturity”). If the Company or the Guarantor exercises
such option, the Trustee shall transmit, in the manner provided for in Section
106, to the Holder of such Security not later than 40 days prior to the
Original Stated Maturity a notice (the “Extension Notice”) indicating (i) the
election of the Company or the Guarantor to extend the Stated Maturity, (ii)
the new Stated Maturity, (iii) the interest rate, if any, applicable to the
Extension Period and (iv) the provisions, if any, for redemption during such
Extension Period. Upon the Trustee’s transmittal of the Extension Notice, the
Stated Maturity of such Security shall be extended automatically and, except as
modified by the Extension Notice and as described in the next paragraph, such
Security will have the same terms as prior to the transmittal of such Extension
Notice.


37






 


     Notwithstanding the foregoing, not later than 20 days before the Original
Stated Maturity of such Security, the Company or the Guarantor may, at its
option, revoke the interest rate provided for in the Extension Notice and
establish a higher interest rate for the Extension Period by causing the
Trustee to transmit, in the manner provided for in Section 106, notice of such
higher interest rate to the Holder of such Security. Such notice shall be
irrevocable. All Securities with respect to which the Stated Maturity is
extended will bear such higher interest rate.


     If the Company or the Guarantor extends the Maturity of any Security, the
Holder will have the option to elect repayment of such Security by the Company
on the Original Stated Maturity at a price equal to the principal amount
thereof, plus interest accrued to such date. In order to obtain repayment on
the Original Stated Maturity once the Company or the Guarantor has extended the
Maturity thereof, the Holder must follow the procedures set forth in Article
Thirteen for repayment at the option of Holders, except that the period for
delivery or notification to the Trustee shall be at least 25 but not more than
35 days prior to the Original Stated Maturity and except that, if the Holder
has tendered any Security for repayment pursuant to an Extension Notice, the
Holder may by written notice to the Trustee revoke such tender for repayment
until the close of business on the tenth day before the Original Stated
Maturity.


     SECTION 309.  Persons Deemed Owners.


     Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Guarantor, the Trustee and any agent of the Company,
the Guarantor 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 305 and 307) interest, if any, on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and none of the
Company, the Guarantor, the Trustee or any agent of the Company, the Guarantor
or the Trustee shall be affected by notice to the contrary.


     Title to any Bearer Security and any coupons appertaining thereto shall
pass by delivery. The Company, the Guarantor, the Trustee and any agent of the
Company, the Guarantor or the Trustee may treat the bearer of any Bearer
Security and the bearer of any coupon as the absolute owner of such Security or
coupon for the purpose of receiving payment thereof or on account thereof and
for all other purposes whatsoever, whether or not such Security or coupons be
overdue, and none of the Company, the Guarantor, the Trustee or any agent of
the Company, the Guarantor or the Trustee shall be affected by notice to the
contrary.


     None of the Company, the Guarantor, the Trustee, any Paying Agent or the
Security Registrar will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests of a Security in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.


     Notwithstanding the foregoing, with respect to any global Security,
nothing herein shall prevent the Company, the Guarantor, the Trustee or any
agent of the Company, the Guarantor or the Trustee, from giving effect to any
written certification, proxy or other


38






 




authorization furnished by any
depositary, as a Holder, with respect to such global Security or impair, as
between such depositary and owners of beneficial interests in such global
Security, the operation of customary practices governing the exercise of the
rights of such depositary (or its nominee) as Holder of such global Security.


     SECTION 310.  Cancellation.


     All Securities and coupons surrendered for payment, redemption, repayment
at the option of the Holder, registration of transfer or exchange or for credit
against any current or future sinking fund payment shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee. All Securities and
coupons so delivered to the Trustee shall be promptly cancelled by it. The
Company or the Guarantor may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company or the Guarantor may have acquired in any manner whatsoever,
and may deliver to the Trustee (or to any other Person for delivery to the
Trustee) for cancellation any Securities previously authenticated hereunder
which the Company or the Guarantor has not issued and sold, and all Securities
so delivered shall be promptly cancelled by the Trustee. If the Company or the
Guarantor shall so acquire any of the Securities, however, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless and until the same are surrendered to the
Trustee for cancellation. No Securities shall be authenticated in lieu of or
in exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Securities held by the
Trustee shall be disposed of by the Trustee in accordance with its customary
procedures and certification of their disposal delivered to the Company, unless
by a Company Order or Guarantor Order the Company or the Guarantor shall direct
that cancelled Securities be returned to it.


     SECTION 311.  Computation of Interest.


     Except as otherwise specified as contemplated by Section 301 with respect
to any Securities, interest, if any, on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.


     SECTION 312.  Currency and Manner of Payments in Respect of Securities.


     (a)  Unless otherwise specified with respect to any Securities pursuant to
Section 301, with respect to Registered Securities of any series not permitting
the election provided for in paragraph (b) below or the Holders of which have
not made the election provided for in paragraph (b) below, and with respect to
Bearer Securities of any series, except as provided in paragraph (d) below,
payment of the principal of (and premium, if any) and interest, if any, on any
Registered or Bearer Security of such series will be made in the Currency in
which such Registered Security or Bearer Security, as the case may be, is
payable. The provisions of this Section 312 may be modified or superseded with
respect to any Securities pursuant to Section 301.


     (b)  It may be provided pursuant to Section 301 with respect to Registered
Securities of any series that Holders shall have the option, subject to
paragraphs (d) and (e) below, to receive payments of principal of (or premium,
if any) or interest, if any, on such


39






 




Registered Securities in any of the
Currencies which may be designated for such election by delivering to the
Trustee a written election with signature guarantees and in the applicable form
established pursuant to Section 301, not later than the close of business on
the Election Date immediately preceding the applicable payment date. If a
Holder so elects to receive such payments in any such Currency, such election
will remain in effect for such Holder or any transferee of such Holder until
changed by such Holder or such transferee by written notice to the Trustee (but
any such change must be made not later than the close of business on the
Election Date immediately preceding the next payment date to be effective for
the payment to be made on such payment date and no such change of election may
be made with respect to payments to be made on any Registered Security of such
series with respect to which an Event of Default has occurred or with respect
to which the Company or the Guarantor has deposited funds pursuant to Article
Four or Fourteen or with respect to which a notice of redemption has been given
by the Company or the Guarantor or a notice of option to elect repayment has
been sent by such Holder or such transferee). Any Holder of any such
Registered Security who shall not have delivered any such election to the
Trustee not later than the close of business on the applicable Election Date
will be paid the amount due on the applicable payment date in the relevant
Currency as provided in Section 312(a). The Trustee shall notify the Exchange
Rate Agent as soon as practicable after the Election Date of the aggregate
principal amount of Registered Securities for which Holders have made such
written election.


     (c)  Unless otherwise specified pursuant to Section 301, if the election
referred to in paragraph (b) above has been provided for pursuant to Section
301, then, unless otherwise specified pursuant to Section 301, not later than
the fourth Business Day after the Election Date for each payment date for
Registered Securities of any series, the Exchange Rate Agent will deliver to
the Company and the Guarantor a written notice specifying, in the Currency in
which Registered Securities of such series are payable, the respective
aggregate amounts of principal of (and premium, if any) and interest, if any,
on the Registered Securities to be paid on such payment date, specifying the
amounts in such Currency so payable in respect of the Registered Securities as
to which the Holders of Registered Securities of such series shall have elected
to be paid in another Currency as provided in paragraph (b) above. If the
election referred to in paragraph (b) above has been provided for pursuant to
Section 301 and if at least one Holder has made such election, then, unless
otherwise specified pursuant to Section 301, on the second Business Day
preceding such payment date the Company and the Guarantor will deliver to the
Trustee for such series of Registered Securities an Exchange Rate Officers’
Certificate in respect of the Dollar or Foreign Currency payments to be made on
such payment date. Unless otherwise specified pursuant to Section 301, the
Dollar or Foreign Currency amount receivable by Holders of Registered
Securities who have elected payment in a Currency as provided in paragraph (b)
above shall be determined by the Company or the Guarantor on the basis of the
applicable Market Exchange Rate in effect on the third Business Day (the
“Valuation Date”) immediately preceding each payment date, and such
determination shall be conclusive and binding for all purposes, absent manifest
error.


     (d)  If a Conversion Event occurs with respect to a Foreign Currency in
which any of the Securities are denominated or payable other than pursuant to
an election provided for pursuant to paragraph (b) above, then with respect to
each date for the payment of principal of (and premium, if any) and interest,
if any, on the applicable Securities denominated or payable in such Foreign
Currency occurring after the last date on which such Foreign Currency was used


40






 




(the “Conversion Date”), the Dollar shall be the Currency of payment for use on
each such payment date. Unless otherwise specified pursuant to Section 301,
the Dollar amount to be paid by the Company or the Guarantor to the Trustee and
by the Trustee or any Paying Agent to the Holders of such Securities with
respect to such payment date shall be, in the case of a Foreign Currency other
than a currency unit, the Dollar Equivalent of the Foreign Currency or, in the
case of a currency unit, the Dollar Equivalent of the Currency Unit, in each
case as determined by the Exchange Rate Agent in the manner provided in
paragraph (f) or (g) below.


     (e)  Unless otherwise specified pursuant to Section 301, if the Holder of a
Registered Security denominated in any Currency shall have elected to be paid
in another Currency as provided in paragraph (b) above, and a Conversion Event
occurs with respect to such elected Currency, such Holder shall receive payment
in the Currency in which payment would have been made in the absence of such
election; and if a Conversion Event occurs with respect to the Currency in
which payment would have been made in the absence of such election, such Holder
shall receive payment in Dollars as provided in paragraph (d) above.


     (f)  The “Dollar Equivalent of the Foreign Currency” shall be determined by
the Exchange Rate Agent and shall be obtained for each subsequent payment date
by converting the specified Foreign Currency into Dollars at the Market
Exchange Rate on the Conversion Date.


     (g)  The “Dollar Equivalent of the Currency Unit” shall be determined by
the Exchange Rate Agent and subject to the provisions of paragraph (h) below
shall be the sum of each amount obtained by converting the Specified Amount of
each Component Currency into Dollars at the Market Exchange Rate for such
Component Currency on the Valuation Date with respect to each payment.


     (h)  For purposes of this Section 312 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,
including, but not limited to, the euro.




		
	 	     A “Specified Amount” of a Component Currency shall mean the number
of units of such Component Currency or fractions thereof which were
represented in the relevant currency unit, including, but not limited to,
the euro, on the Conversion Date. If after the Conversion 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 the Conversion
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 the Conversion Date any
Component Currency shall be divided into two or more Currencies, the
Specified Amount of such Component Currency 



41






 





		
	 	shall be replaced by amounts
of such two or more Currencies, having an aggregate Dollar Equivalent
value at the Market Exchange Rate on the date of such replacement equal
to the Dollar Equivalent value of the Specified Amount of such former
Component Currency
at the Market Exchange Rate immediately before such
division and such amounts shall thereafter be Specified Amounts and such
currencies shall thereafter be Component Currencies. If, after the
Conversion Date of the relevant currency unit, including, but not limited
to, the euro, a Conversion Event (other than any event referred to above
in this definition of “Specified Amount”) occurs with respect to any
Component Currency of such currency unit and is continuing on the
applicable Valuation Date, the Specified Amount of such Component
Currency shall, for purposes of calculating the Dollar Equivalent of the
Currency Unit, be converted into Dollars at the Market Exchange Rate in
effect on the Conversion Date of such Component Currency.




		
	 	     “Election Date” shall mean the date for any series of Registered
Securities as specified pursuant to clause (13) of Section 301 by which
the written election referred to in paragraph (b) above may be made.



     All decisions and determinations of the Exchange Rate Agent regarding the
Dollar Equivalent of the Foreign Currency, the Dollar Equivalent of the
Currency Unit, the Market Exchange Rate and changes in the Specified Amounts as
specified above 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, the Guarantor, the Trustee and all Holders of such Securities
denominated or payable in the relevant Currency. The Exchange Rate Agent shall
promptly give written notice to the Company, the Guarantor and the Trustee of
any such decision or determination.


     In the event that the Company or the Guarantor determines in good faith
that a Conversion Event has occurred with respect to a Foreign Currency, the
Company or the Guarantor, as applicable, will immediately give written notice
thereof to the Trustee and to the Exchange Rate Agent (and the Trustee will
promptly thereafter give notice in the manner provided for in Section 106 to
the affected Holders) specifying the Conversion Date. In the event the Company
or the Guarantor so determines that a Conversion Event has occurred with
respect to the euro or any other currency unit in which Securities are
denominated or payable, the Company or the Guarantor, as applicable, will
immediately give written notice thereof to the Trustee and to the Exchange Rate
Agent (and the Trustee will promptly thereafter give notice in the manner
provided for in Section 106 to the affected Holders) specifying the Conversion
Date and the Specified Amount of each Component Currency on the Conversion
Date. In the event the Company or the Guarantor determines in good faith that
any subsequent change in any Component Currency as set forth in the definition
of Specified Amount above has occurred, the Company or the Guarantor, as
applicable, will similarly give written notice to the Trustee and the Exchange
Rate Agent.


     The Trustee shall be fully justified and protected in relying and acting
upon information received by it from the Company, the Guarantor and the
Exchange Rate Agent and shall not otherwise have any duty or obligation to
determine the accuracy or validity of such information independent of the
Company, the Guarantor or the Exchange Rate Agent.


42






 


     SECTION 313.  Appointment and Resignation of Successor Exchange Rate Agent.


     (a)  Unless otherwise specified pursuant to Section 301, if and so long as
the Securities of any series (i) are denominated in a Currency other than
Dollars or (ii) may be payable in a Currency other than Dollars, or so long as
it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so
required, at least one Exchange Rate Agent. The Company will cause the
Exchange Rate Agent to make the necessary foreign exchange determinations at
the time and in the manner specified pursuant to Section 301 for the purpose of
determining the applicable rate of exchange and, if applicable, for the purpose
of converting the issued Currency into the applicable payment Currency for the
payment of principal (and premium, if any) and interest, if any, pursuant to
Section 312.


     (b)  No resignation of the Exchange Rate Agent and no appointment of a
successor Exchange Rate Agent pursuant to this Section shall become effective
until the acceptance of appointment by the successor Exchange Rate Agent as
evidenced by a written instrument delivered to the Company, the Guarantor and
the Trustee.


     (c)  If the Exchange Rate Agent shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Exchange
Rate Agent for any cause with respect to the Securities of one or more series,
the Company, by or pursuant to a Board Resolution, shall promptly appoint a
successor Exchange Rate Agent or Exchange Rate Agents with respect to the
Securities of that or those series (it being understood that any such successor
Exchange Rate Agent may be appointed with respect to the Securities of one or
more or all of such series and that, unless otherwise specified pursuant to
Section 301, at any time there shall only be one Exchange Rate Agent with
respect to the Securities of any particular series that are originally issued
by the Company on the same date and that are initially denominated and/or
payable in the same Currency).


     SECTION 314.  CUSIP Numbers.


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


ARTICLE FOUR



SATISFACTION AND DISCHARGE



     SECTION 401.  Satisfaction and Discharge of Indenture.


     This Indenture shall upon Company Request or Guarantor Request cease to be
of further effect with respect to any series of Securities specified in such
Company Request or


43






 




Guarantor Request (except as to any surviving rights of
registration of transfer or exchange of Securities of such series expressly
provided for herein or pursuant hereto and any right to receive Additional
Amounts as contemplated by Section 1005) and the Trustee, upon receipt of a
Company Order or Guarantor Order, and at the expense of the Company and the
Guarantor, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture as to such series, when



		
	 	     (1) either




		
	 	     (A) all Securities of such series theretofore authenticated
and delivered and all coupons, if any, appertaining thereto (other
than (i) coupons appertaining to Bearer Securities surrendered for
exchange for Registered Securities and maturing after such
exchange, whose surrender is not required or has been waived as
provided in Section 305, (ii) Securities and coupons of such series
which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 306, (iii) coupons
appertaining to Securities called for redemption and maturing after
the relevant Redemption Date, whose surrender has been waived as
provided in Section 1106, and (iv) Securities and coupons of such
series for whose payment money has theretofore been deposited in
trust with the Trustee or any Paying Agent or segregated and held
in trust by the Company or the Guarantor and thereafter repaid to
the Company or the Guarantor, as the case may be, or discharged
from such trust, as provided in Section 1003) have been delivered
to the Trustee for cancellation; or




		
	 	     (B) all Securities of such series and, in the case of (i) or
(ii) below, any coupons appertaining thereto not theretofore
delivered to the Trustee for cancellation




		
	 	     (i) have become due and payable, or
	 
	 	     (ii) will become due and payable at their Stated
Maturity within one year, or
	 
	 	     (iii) if redeemable at the option of the Company, are to
be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of
the Company and the Guarantor,




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



44






 






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




		
	 	     (3) the Company or the Guarantor, as the case may be, 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 this Indenture as to such series have been
complied with.



     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company and the Guarantor to the Trustee and any predecessor
Trustee under Section 606, the obligations of the Company and the Guarantor to
any Authenticating Agent under Section 611 and, if money shall have been
deposited with the Trustee pursuant to subclause (B) of clause (1) of this
Section, the obligations of the Trustee under Section 402, any rights to
Additional Amounts pursuant to Section 1005 and the last paragraph of Section
1003 shall survive.


     SECTION 402.  Application of Trust Money.


     Subject to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities, the coupons
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own, or authorizing the Guarantor to act
as, 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 or received by the Trustee; but such
money need not be segregated from other funds except to the extent required by
law.


ARTICLE FIVE



REMEDIES



     SECTION 501.  Events of Default.


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



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




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



45






 








		
	 	     (3) default in the deposit of any sinking fund payment, when and as
due by the terms of the Securities of that series and Article Twelve; or
	 
	 	     (4) default in the performance, or breach, of any covenant or
agreement of the Company or the Guarantor in this Indenture with respect
to any Security of that series or, as the case may require, the
Guarantees (other than a covenant or agreement a default in whose
performance or whose breach is specifically dealt with elsewhere in this
Section) and continuance of such default or breach for a period of 60
days after there has been given, by registered or certified mail, to the
Company and the Guarantor by the Trustee, or to the Company, the
Guarantor and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Securities of that series, a written notice
specifying such default or breach and requiring it to be remedied and
stating that such notice is a “Notice of Default” hereunder; or
	 
	 	     (5) the Company or the Guarantor pursuant to or within the meaning
of any Bankruptcy Law:




		
	 	     (a) commences a voluntary case,
	 
	 	     (b) consents to the entry of an order for relief against it in an
involuntary case,




		
	 	     (c) consents to the appointment of a Custodian of it or for all or
substantially all of its property, or
	 
	 	     (d) makes a general assignment for the benefit of its creditors; or
	 
	 	     (6) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:
	 
	 	     (a) is for relief against the Company or the Guarantor in an involuntary
case,
	 
	 	     (b) appoints a Custodian of the Company or the Guarantor or for all or
substantially all of either of their respective properties, or
	 
	 	     (c) orders the liquidation of the Company or the Guarantor,
	 
	 	     and, in the case of (a), (b) or (c), the order or decree or other measures
remain unstayed and in effect for 90 days; or
	 
	 	     (7) any other Event of Default provided with respect to Securities
of that series.



The term “Bankruptcy Law” means title 11, U.S. Code, any similar Federal or
State law for the relief of debtors, and any similar Luxembourg or South Africa
law for the relief of debtors. The term “Custodian” means any receiver,
trustee, assignee, liquidator or other similar official under any Bankruptcy
Law.



46









 



     SECTION 502.  Acceleration of Maturity; Rescission and Annulment.


     If an Event of Default described in Section 501 with respect to Securities
of any series at the time Outstanding occurs and is continuing, then in every
such case the Trustee or the Holders of not less than 25% in principal amount
of the Outstanding Securities of that series may declare the principal (or, if
the Securities of that series are Original Issue Discount Securities or Indexed
Securities, such portion of the principal as may be specified in the terms of
that series) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company and the Guarantor (and to
the Trustee if given by Holders), and upon any such declaration such principal
(or specified portion thereof) shall become immediately due and payable.


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



		
	 	     (1) the Company or the Guarantor has paid or deposited with the
Trustee a sum sufficient to pay in the Currency in which the Securities
of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series and except, if applicable,
as provided in Sections 312(b), 312(d) and 312(e)):




		
	 	     (A) all overdue interest and Additional Amounts, if any, on
all Outstanding Securities of that series (or of all series, as the
case may be) and any related coupons,
	 
	 	     (B) the principal of (and premium, if any, on) Outstanding
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 on overdue interest at the rate or rates prescribed
therefor in such Securities, and
	 
	 	     (D) 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




		
	 	     (2) all Events of Default with respect to Securities of that series,
other than the non-payment of the principal of (or premium, if any) or
interest on Securities of that series which have become due solely by
such declaration of acceleration, have been cured or waived as provided
in Section 513.



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


47






 


     SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.


     The Company and the Guarantor covenant that if



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




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



then the Company or the Guarantor will, upon demand of the Trustee, pay to the
Trustee, for the benefit of the Holders of Securities of such series and
coupons, the whole amount then due and payable on such Securities and coupons
for principal (and premium, if any) and interest, if any, with interest on any
overdue principal (and premium, if any) and, to the extent that payment of such
interest shall be legally enforceable, on any overdue interest, at the rate or
rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.


     If the Company or the Guarantor 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, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company, the Guarantor or any other obligor upon
Securities of such series and collect the moneys adjudged or decreed to be
payable in the manner provided by law out of the property of the Company, the
Guarantor or any other obligor upon Securities of such series, wherever
situated.


     If an Event of Default with respect to Securities 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 of such series and
related coupons 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 504.  Trustee May File Proofs of Claim.


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


48






 



		
	 	     (i) to file and prove a claim for the whole amount of principal (or
in the case of Original Issue Discount Securities or Indexed Securities,
such portion of the principal as may be specified in the terms thereof)
(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 of Securities of such series and coupons to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee and any predecessor Trustee, their agents and counsel, and any other
amounts due to the Trustee or any predecessor Trustee under Section 606.


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


     SECTION 505.  Trustee May Enforce Claims Without Possession of Securities.


     All rights of action and claims under this Indenture or the Securities or
coupons or the Guarantees may be prosecuted and enforced by the Trustee without
the possession of any of the Securities or coupons or the production thereof in
any proceeding relating thereto, and any such proceeding instituted by the
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 in respect of which such judgment has been recovered.


     SECTION 506.  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, if any, upon presentation of the Securities or coupons, or
both, as the case may be, and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:


     First: To the payment of all amounts due to the Trustee and any
predecessor Trustee under Section 606;


49






 


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


     Third: To the payment of the remainder, if any, to the Company or
any other Persons entitled thereto.


     SECTION 507.  Limitation on Suits.


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



		
	 	     (1) such Holder has previously given written notice to the Trustee
of a continuing Event of Default with respect to the Securities of that
series;
	 
	 	     (2) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default
in its own name as Trustee hereunder;
	 
	 	     (3) such Holder or Holders have offered to the Trustee indemnity
reasonably satisfactory to the Trustee against the costs, expenses and
liabilities to be incurred in compliance with such request;
	 
	 	     (4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such
proceeding; and
	 
	 	     (5) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the Outstanding Securities of that
series;



it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other 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 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest.


     Notwithstanding any other provision in this Indenture, the Holder of any
Security or coupon shall have the right, which is absolute and unconditional,
to receive payment of the principal of (and premium, if any) and (subject to
Section 307) interest, if any, on such Security or payment of such coupon, as
the case may be, on the respective due dates expressed in such Security or
coupon (or, in the case of redemption, on the Redemption Date) and to institute
suit


50






 




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


     SECTION 509.  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, the Company, the Guarantor, the
Trustee and the Holders of Securities and coupons shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.


     SECTION 510.  Rights and Remedies Cumulative.


     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities or coupons in the last
paragraph of Section 306, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders of Securities or coupons is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.


     SECTION 511.  Delay or Omission Not Waiver.


     No delay or omission of the Trustee or of any Holder of any Security or
coupon to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the 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 512.  Control by Holders.


     With respect to the Securities of any series, the Holders of not less than
a majority in principal amount of the Outstanding Securities of such 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:



		
	 	     (1) such direction shall not be in conflict with any rule of law or
with this Indenture,
	 
	 	     (2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction, and



51






 








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



     SECTION 513.  Waiver of Past Defaults.


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



		
	 	     (1) in respect of the payment of the principal of (or premium, if
any) or interest, if any, on any Security of such series or any related
coupons, or
	 
	 	     (2) in respect of a covenant or provision hereof which under Article
Nine cannot be modified or amended without the consent of the Holder of
each Outstanding Security of such series affected.



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


     SECTION 514.  Waiver of Stay or Extension Laws.


     Each of the Company and the Guarantor covenants (to the extent that each
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 each of the
Company and the Guarantor (to the extent that each 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 SIX



THE TRUSTEE



     SECTION 601.  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 in the manner and
to the extent provided in TIA Section 313(c), notice 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) or interest, if any, on any Security of such
series or, in the payment of any sinking or purchase 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 and/or Responsible Officers


52






 




of the
Trustee in good faith determine that the withholding of such notice is in the
interest of the Holders of Securities and coupons of such series; and
provided
further that in the case of any Default of the character specified in Section
501(4) with respect to Securities and coupons of such series, no such notice to
Holders shall be given until at least 60 days after the occurrence thereof.


     SECTION 602.  Certain Rights of Trustee.


     Subject to the provisions of TIA Sections 315(a) through 315(d):



		
	 	     (1) the Trustee may conclusively rely and shall be protected in
acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, coupon or other paper or document
believed by it to be genuine and to have been signed or presented by the
proper party or parties;
	 
	 	     (2) any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Company Request or Company Order or of the
Guarantor mentioned herein shall be sufficiently evidenced by a Guarantor
Request or Guarantor Order (in each case, other than delivery of any
Security, together with any coupons appertaining thereto, to the Trustee
for authentication and delivery pursuant to Section 303 which shall be
sufficiently evidenced as provided therein) and any resolution of the
Board of Directors may be sufficiently evidenced by a Board Resolution;
	 
	 	     (3) whenever in the administration of this Indenture the 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, conclusively rely upon a Board Resolution, an
Opinion of Counsel or an Officers’ Certificate;
	 
	 	     (4) the Trustee may consult with counsel and the advice of such
counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon;
	 
	 	     (5) 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 of Securities of any series or any
related coupons pursuant to this Indenture, unless such Holders shall
have offered to the Trustee security or indemnity reasonably satisfactory
to the Trustee against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;
	 
	 	     (6) 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 or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the
Trustee shall determine to make such further inquiry or investigation, it
shall be entitled to examine the



53






 





		
	 	books, records and premises of the
Company and the Guarantor, personally or by agent or attorney, provided
that the Trustee shall not be entitled to such information which the
Company or the Guarantor is prevented from disclosing as a matter of law
or contract;




		
	 	     (7) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care
by it hereunder;
	 
	 	     (8) 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;
	 
	 	     (9) the Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has
knowledge thereof or unless written notice of any event which is in fact
such a default is received by the Trustee at the Corporate Trust Office
of the Trustee, and such notice references the Securities and this
Indenture;
	 
	 	     (10) the rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in
each of its capacities hereunder, and each Agent, custodian and other
Person employed to act hereunder; and
	 
	 	     (11) the Trustee may request that the Company deliver an Officers’
Certificate setting forth the names of individuals and/or titles of
directors or officers authorized at such time to take specified actions
pursuant to this Indenture, which Officers’ Certificate may be signed by
any person authorized to sign an Officers’ Certificate, including any
person specified as so authorized in any such certificate previously
delivered and not superseded.



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


     SECTION 603.  Trustee Not Responsible for Recitals or Issuance of Securities.


     The recitals contained herein and in the Securities, except for the
Trustee’s certificates of authentication, and in any coupons shall be taken as
the statements of the Company or the Guarantor, as the case may be, and neither
the Trustee nor any Authenticating Agent assumes any responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities or coupons or the
Guarantees, except that the Trustee represents that it is duly authorized to
execute and deliver this Indenture, authenticate the Securities and perform its
obligations hereunder and that the statements made by it in a Statement of
Eligibility on Form T-1 supplied to the Company are true and accurate, subject
to the qualifications set forth therein. Neither the Trustee nor any
Authenticating Agent


54






 




shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.


     SECTION 604.  May Hold Securities.


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


     SECTION 605.  Money Held in Trust.


     Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under
no liability for interest on any money received by it hereunder except as
otherwise agreed with the Company or the Guarantor, as the case may be.


     SECTION 606.  Compensation and Reimbursement.


     The Company agrees:



		
	 	     (1) to pay to the Trustee from time to time such compensation for
all services rendered by it hereunder as has been agreed in writing
(which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust);
	 
	 	     (2) except as otherwise expressly provided herein, to reimburse the
Trustee 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
	 
	 	     (3) to indemnify the Trustee for, and to hold it harmless against,
any loss, liability or expense incurred without negligence or bad faith
on its own 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.



     In the event the Company fails to make any such payments or indemnify the
Trustee the Guarantor agrees to make such payments and/or indemnify the Trustee
on its behalf, which agreement shall survive the satisfaction and discharge of
this Indenture. As security for the performance of the obligations of the
Company and the Guarantor under this Section, the Trustee shall have a claim
prior to the Securities upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the benefit of the Holders of
particular Securities or any coupons.



55










 



     SECTION 607.  Corporate Trustee Required; Eligibility.


     (a)  There shall be at all times a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1) and shall have a
combined capital and surplus of at least $50,000,000. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of U.S. Federal, State, territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the 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 608.  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 609.


     (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 and the
Guarantor.


     (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 and the Guarantor.


     (d)  If at any time:



		
	 	     (1) the Trustee shall fail to comply with the provisions of TIA
Section 310(b) after written request therefor by the Company, the
Guarantor or by any Holder who has been a bona fide Holder of a Security
for at least six months, or
	 
	 	     (2) the Trustee shall cease to be eligible under Section 607(a) and
shall fail to resign after written request therefor by the Company, the
Guarantor or by any Holder who has been a bona fide Holder of a Security
for at least six months, or
	 
	 	     (3) 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 or the Guarantor, by or pursuant to a
Board Resolution, may remove the Trustee and appoint a successor Trustee with
respect to all Securities, or (ii) subject to TIA Section 315(e), any Holder
who has been a bona fide Holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.


56






 


     (e)  If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause with respect
to the Securities of one or more series, the Company and the Guarantor, by or
pursuant to 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 or all of such series and that at any time there
shall be only one Trustee with respect to the Securities of any particular
series). If, within one year after such resignation, removal or incapability,
or the occurrence of such vacancy, a successor 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, the Guarantor and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company and the
Guarantor. If no successor Trustee with respect to the Securities of any
series shall have been so appointed by the Company and the Guarantor or the
Holders and accepted appointment in the manner hereinafter provided, 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.


     (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 in the
manner provided for notices to the Holders of Securities of such series in
Section 106. 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 609.  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 shall execute,
acknowledge and deliver to the Company, the Guarantor 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 request of the Company, the Guarantor 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
Guarantor, 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


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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, the Guarantor 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. Whenever there is a successor Trustee with respect to one or
more (but less than all) series of securities issued pursuant to this
Indenture, the terms “Indenture” and “Securities” shall have the meanings
specified in the provisos to the respective definitions of those terms in
Section 101 which contemplate such situation.


     (c)  Upon request of any such successor Trustee, the Company and the
Guarantor shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all 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 610.  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 such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities or coupons shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities or coupons so authenticated with
the same effect as if such successor Trustee had itself authenticated such
Securities or coupons. In case any of the Securities or coupons shall not have
been authenticated by such predecessor Trustee, any successor Trustee may
authenticate and deliver such Securities or coupons either in the name of any
predecessor hereunder or in the name of the successor Trustee. In all such
cases such certificates shall have the full force and effect which this


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Indenture provides for the certificate of authentication of the Trustee;
provided, however, that the right to adopt the certificate of authentication of
any predecessor Trustee or to authenticate Securities in the name of any
predecessor Trustee shall apply only to its successor or successors by merger,
conversion or consolidation.


     SECTION 611.  Appointment of Authenticating Agent.


     At any time when any of the Securities remain Outstanding, the Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption thereof, and Securities so authenticated shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder. Any such
appointment shall be evidenced by an instrument in writing signed by a
Responsible Officer of the Trustee, and a copy of such instrument shall be
promptly furnished to the Company and the Guarantor. 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 Company and the Guarantor and, except as may otherwise be
provided pursuant to Section 301, shall at all times be a bank or trust company
or corporation organized and doing business and in good standing under the laws
of the United States of America, any state thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by federal or state authority. If such corporation 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, it shall resign
immediately in the manner and with the effect specified in this Section.


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


     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company and the Guarantor. The Trustee may
at any time terminate the agency of an Authenticating Agent by giving written
notice thereof to such Authenticating Agent and to the Company and the
Guarantor. 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 Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the
Company and the Guarantor and shall


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give written notice of such appointment to
all Holders of Securities of the series with respect to which such
Authenticating Agent will serve, in the manner provided for in Section 106.
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.


     The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 606.


     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 alternate
certificate of authentication in the following form:


     Dated:                         



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



	 	 	 
	 	[NAME OF TRUSTEE],

            as Trustee
	 	 	 
	 	 	 
	 	By:	 
	 	 	

	 	 	
as Authenticating Agent
	 	 	 
	 	 	 
	 	By:	 
	 	 	


	 	 	
Authorized Officer



ARTICLE SEVEN



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY



     SECTION 701.  Disclosure of Names and Addresses of Holders.


     Every Holder of Securities or coupons, by receiving and holding the same,
agrees with the Company, the Guarantor and the Trustee that none of the
Company, the Guarantor or the Trustee or any agent 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 TIA Section 312, 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 TIA Section 312(b).


     SECTION 702.  Reports by Trustee.


     Within 60 days after May 15 of each year commencing with the first May 15
after the first issuance of Securities pursuant to this Indenture, the Trustee
shall transmit to the Holders of Securities, in the manner and to the extent
provided in TIA Section 313(c), a brief report dated as of May 15 if required
by TIA Section 313(a).


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     A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange, if any, upon which
the Securities are listed, with the Commission and with the Company. The
Company will promptly notify the Trustee of the listing of the Securities on
any stock exchange.


     SECTION 703.  Reports by the Company and the Guarantor.


     The Company and the Guarantor shall:



		
	 	     (1) file with the Trustee, within 15 days after the Company or the
Guarantor, as the case may be, 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 or the Guarantor, as the case
may be, 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 or the Guarantor, as the case may be, is not required to file
information, documents or reports pursuant to either of such 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;
	 
	 	     (2) 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 and the Guarantor, as the case may be, with the
conditions and covenants of this Indenture as may be required from time
to time by such rules and regulations; and
	 
	 	     (3) transmit to all Holders, in the manner and to the extent
provided in TIA Section 313(c), 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 or the Guarantor pursuant to
paragraphs (1) and (2) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission.



     Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s or the
Guarantor’s compliance with any of its covenants hereunder.


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ARTICLE EIGHT



CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER



     SECTION 801.  Company or Guarantor May Consolidate, etc., Only on Certain Terms.


     Neither the Company nor the Guarantor shall consolidate with or merge into
any other corporation or convey or transfer its properties and assets
substantially as an entirety to any Person, unless:



		
	 	     (1) either the Company or the Guarantor shall be the continuing
corporation, or the corporation formed by such consolidation or into
which the Company or the Guarantor is merged or the Person which acquires
by conveyance or transfer the properties and assets of the Company or the
Guarantor substantially as an entirety shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in
form satisfactory to the Trustee, in the case of the Company, the due and
punctual payment of the principal of (and premium, if any) and interest,
if any, on all the Securities and the performance of every covenant of
this Indenture on the part of the Company to be performed or observed,
and, in the case of the Guarantor, the due and punctual performance of
the Guarantees and the performance or observance of every covenant of
this Indenture on the part of the Guarantor to be performed or observed;
	 
	 	     (2) immediately after giving effect to such transaction, no Default
or Event of Default shall have occurred and be continuing; and
	 
	 	     (3) the Company or such Person shall have 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.



     This Section shall only apply to a merger or consolidation in which the
Company or the Guarantor, as the case may be, is not the surviving corporation
and to conveyances and transfers by the Company or the Guarantor, as the case
may be, as transferor.


     SECTION 802.  Successor Person Substituted.


     Upon any consolidation or merger, or any conveyance or transfer of the
properties and assets of the Company or the Guarantor, as the case may be
substantially as an entirety to any Person in accordance with Section 801, the
successor Person formed by such consolidation or into which the Company or the
Guarantor 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 or the Guarantor under this Indenture with the same effect as if
such successor Person had been named as the Company or the Guarantor, as the
case may be, herein; and in the event of any such conveyance or transfer, the
Company or the Guarantor, as the case may be, shall be discharged from all
obligations and covenants under this Indenture and the Securities and the
coupons, or the Guarantees, as the case may be, and may be dissolved and
liquidated.


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     SECTION 803.  Assumption by Guarantor.


     The Guarantor, or any of its Subsidiaries, may directly 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,
any premium and interest on and any Additional Amounts with respect to all the
Securities and the performance of every covenant of this Indenture on the part
of the Company to be performed or observed. Upon any such assumption, the
Guarantor or such Subsidiary 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 the Guarantor or such Subsidiary had been named as the
Company herein, and the Company shall be released from all obligations and
covenants with respect to the Securities. No such assumption shall be
permitted unless the Guarantor has delivered to the Trustee (i) an Officers’
Certificate and an Opinion of Counsel, each stating that such assumption and
supplemental indenture comply with this Section 803, and that all conditions
precedent herein provided for relating to such transaction have been complied
with and that, in the event of assumption by a Subsidiary, the Guarantee and
all other covenants of the Guarantor herein remain in full force and effect and
(ii) an opinion of independent counsel that the Holders of Securities or
related coupons (assuming such Holders are only taxed as residents of the
United States) shall have no materially adverse United States federal tax
consequences as a result of such assumption, and that, if any Securities are then listed on the New York Stock Exchange,
that such Securities shall not be delisted as a result of such assumption.


ARTICLE NINE



SUPPLEMENTAL INDENTURES



     SECTION 901.  Supplemental Indentures Without Consent of Holders.


     Without the consent of any Holders, the Company and the Guarantor, when
authorized by or pursuant to a Board Resolution of the Company and the
Guarantor, as applicable, 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:



		
	 	     (1) to evidence the succession of another Person to the Company or
the Guarantor and the assumption by any such successor of the covenants
of the Company or the Guarantor contained herein and in the Securities;
or
	 
	 	     (2) to add to the covenants of the Company or the Guarantor for the
benefit of the Holders of all or any series of Securities and any related
coupons (and if such covenants are to be for the benefit of less than all
series of Securities, stating that such covenants are being included
solely for the benefit of such series) or to surrender any right or power
herein conferred upon the Company or the Guarantor; or
	 
	 	     (3) to add any additional Events of Default (and if such Events of
Default are to be for the benefit of less than all series of Securities,
stating that such Events of Default are being included solely for the
benefit of such series); provided, however, that 



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	 	in respect of any such
additional Events of Default such supplemental indenture may provide for
a particular period of grace after default (which period may be shorter
or longer than that allowed in the case of other defaults) or may provide
for an immediate enforcement upon such default or may limit the remedies
available to the Trustee upon such default or may limit the right of the
Holders of a majority in aggregate principal amount of that or those
series of Securities to which such additional Events of Default apply to
waive such default; or
	 
	 	     (4) to add to or change any of the provisions of this Indenture to
provide that Bearer Securities may be registrable as to principal, to
change or eliminate any restrictions on the payment of principal of or
any premium or interest on Bearer Securities, to permit Bearer Securities
to be issued in exchange for Registered Securities, to permit Bearer
Securities to be issued in exchange for Bearer Securities of other
authorized denominations or to permit or facilitate the issuance of
Securities in uncertificated form; provided that any such action shall
not adversely affect the interests of the Holders of Securities of any
series or any related coupons in any material respect; or
	 
	 	     (5) to change or eliminate any of the provisions of this Indenture;
provided that any such change or elimination shall become effective only
when there is no Security Outstanding of any series created prior to the
execution of such supplemental indenture which is entitled to the benefit
of such provision; or
	 
	 	     (6) to secure the Securities or the Guarantees pursuant to the
requirements of Section 1006 or otherwise; or
	 
	 	     (7) to establish the form or terms of Securities of any series and
any related coupons or Guarantees as permitted by Sections 201 and 301;
or
	 
	 	     (8) 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; or
	 
	 	     (9) to cure any ambiguity, to correct or supplement any provision
herein which may be inconsistent with any other provision herein, or to
make any other provisions with respect to matters or questions arising
under this Indenture; provided any such action shall not adversely affect
the interests of the Holders of Securities of any series and any related
coupons in any material respect; or
	 
	 	     (10) to supplement any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities pursuant to Sections 401, 1402 and
1403; provided that any such action shall not adversely affect the
interests of the Holders of Securities of such series and any related
coupons or any other series of Securities in any material respect; or
	 
	 	     (11) to effect the assumption by the Guarantor or a Subsidiary
thereof pursuant to Section 803.



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     SECTION 902.  Supplemental Indentures with Consent of Holders.


     With the consent of the Holders of not less than a majority in principal
amount of all Outstanding Securities affected by such supplemental indenture,
by Act of said Holders delivered to the Company, the Guarantor and the Trustee,
the Company and the Guarantor, when authorized by or pursuant to a Board
Resolution of the Company and the Guarantor, as the case may be, 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 which affect such series of Securities
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
of such series:



		
	 	     (1) change the Stated Maturity of the principal of (or premium, if
any) or any installment of interest on any Security of such series, or
reduce the principal amount thereof (or premium, if any) or the rate of interest, if any,
thereon, or change any obligation of the Company or the Guarantor to pay
Additional Amounts contemplated by Section 1005 (except as contemplated
by Section 801(1) and permitted by Section 901(1)), or reduce the amount
of the principal of an Original Issue Discount Security of such series
that would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502 or the amount thereof provable
in bankruptcy pursuant to Section 504, or adversely affect any right of
repayment at the option of any Holder of any Security of such series, or
change any Place of Payment where, or the Currency in which, any Security
of such series or any premium or interest thereon is payable, or impair
the right to institute suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of redemption or
repayment at the option of the Holder, on or after the Redemption Date or
Repayment Date, as the case may be), or adversely affect any right to
convert or exchange any Security as may be provided pursuant to Section
301 herein, or
	 
	 	     (2) reduce the percentage in principal amount of the Outstanding
Securities of such series 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 which affect such series or
certain defaults applicable to such series hereunder and their
consequences provided for in this Indenture, or reduce the requirements
of Section 1504 for quorum or voting with respect to Securities of such
series, or
	 
	 	     (3) modify any of the provisions of this Section, Section 513 or
Section 1008, except to increase any such percentage or to provide that
certain other provisions of this Indenture which affect such series
cannot be modified or waived without the consent of the Holder of each
Outstanding Security of such series.



     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.


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     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 903.  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, and shall (subject to Section 315 of the Trust Indenture Act) 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 or
immunities under this Indenture or otherwise.


     SECTION 904.  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.


     SECTION 905.  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 906.  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 and the
Guarantor shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee, the Company and the Guarantor, to any
such supplemental indenture may be prepared and executed by the Company, the
Guarantees noted or endorsed thereon may be prepared and executed by the
Guarantor, and such Securities may be authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.


ARTICLE TEN



COVENANTS



     SECTION 1001.  Payment of Principal, Premium, if any, and Interest.


     The Company covenants and agrees for the benefit of the Holders of each
series of Securities and any related coupons that it will duly and punctually
pay the principal of (and premium, if any) and interest, if any, on the
Securities of that series in accordance with the terms of such series of
Securities, any coupons appertaining thereto and this Indenture. Unless


66






 


otherwise specified with respect to Securities of any series pursuant to
Section 301, at the option of the Company, all payments of principal may be
paid by check to the registered Holder of the Registered Security or other
person entitled thereto against surrender of such Security. Unless otherwise specified as contemplated by Section 301 with respect to any
series of Securities, any interest installments due on Bearer Securities on or
before Maturity shall be payable only upon presentation and surrender of the
several coupons for such interest installments as are evidenced thereby as they
severally mature.


     SECTION 1002.  Maintenance of Office or Agency.


     If the Securities of a series are issuable only as Registered Securities,
the Company will maintain in each Place of Payment for any series of Securities
an office or agency where Securities of that series may be presented or
surrendered for payment, where Securities of that series may be surrendered for
registration of transfer or exchange, where Securities of that series that are
exchangeable may be surrendered for exchange, as applicable and where notices
and demands to or upon the Company or the Guarantor, as the case may be, in
respect of the Securities of that series and this Indenture may be served.


     If Securities of a series are issuable as Bearer Securities, the Company
will maintain (A) in The 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 Securities of that series that are exchangeable may be
surrendered for exchange, as applicable, where notices and demands to or upon
the Company or the Guarantor, as the case may be, 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 following paragraph (and not otherwise), (B)
subject to any laws or regulations applicable thereto, in a Place of Payment
for that series which is located outside the United States, an office or agency
where Securities of that series and related coupons may be presented and
surrendered for payment; 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 or the Guarantor, as the case
may be, 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 (C) subject to any laws or
regulations applicable thereto, in a Place of Payment for that series located
outside the United States, an office or agency where any Registered Securities
of that series may be surrendered for registration of transfer, where
Securities of that series may be surrendered for exchange, where Securities of
that series that are exchangeable may be surrendered for exchange, as
applicable, and where notices and demands to or upon the Company or the
Guarantor, as the case may be, in respect of the Securities of that series and
this Indenture may be served.


     The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, except that Bearer Securities of any series and the
related


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coupons may be presented and surrendered for payment or exchange at any
Paying Agent for such series located outside the United States, and the Company hereby
appoints the same as its agents to receive such respective presentations,
surrenders, notices and demands.


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


     Unless otherwise specified with respect to any Securities pursuant to
Section 301, no payment of principal, premium or interest on Bearer Securities
by or on behalf of the Guarantor shall be made at any office or agency of the
Company or the Guarantor, as the case may be, in the United States or by check
mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided,
however, that,
if the Securities of a series are payable in Dollars, payment of principal of
(and premium, if any) and interest, if any, by or on behalf of the Guarantor on
any Bearer Security shall be made at the office of the Company’s or the
Guarantor’s, as the case may be, Paying Agent in The City of New York, if (but
only if) payment in Dollars of the full amount of such principal, premium or
interest, as the case may be, at all offices or agencies outside the United
States maintained for such purpose by the Company or the Guarantor, as the case
may be, in accordance with this Indenture, is illegal or effectively precluded
by exchange controls or other similar restrictions.


     The Company or the Guarantor 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


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surrendered for any or all such purposes, and may from time to
time rescind any such designation; provided, however, that no such designation or rescission
shall in any manner relieve the Company or the Guarantor 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 or the
Guarantor will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency. Unless otherwise specified with respect to any Securities as
contemplated by Section 301 with respect to a series of Securities, the Company
and the Guarantor each hereby designate as a Place of Payment for each series
of Securities the office or agency of the Company or the Guarantor, as the case
may be, in the Borough of Manhattan, The City of New York, and initially
appoint the Trustee at its Corporate Trust Office as Paying Agent in such city
and as their agent to receive all such presentations, surrenders, notices and
demands.


     Unless otherwise specified with respect to any Securities pursuant to
Section 301, if and so long as the Securities of any series (i) are denominated
in a Currency other than Dollars or (ii) may be payable in a Currency other
than Dollars, or so long as it is required under any other provision of the
Indenture, then the Company or the Guarantor, as the case may be, will maintain
with respect to each such series of Securities, or as so required, at least one
Exchange Rate Agent.


     SECTION 1003.  Money for Securities Payments to Be Held in Trust.


     If the Company shall at any time act as its own, or authorize the
Guarantor to act as, Paying Agent with respect to any series of Securities and
any related coupons, it will, on or before each due date of the principal of
(or premium, if any) 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 Currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) sufficient to pay the principal of (or premium, if
any) or interest, if any, on Securities of such series 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.


     Whenever the Company shall have one or more Paying Agents for any series
of Securities and any related coupons, it will, prior to or on each due date of
the principal of (or premium, if any) or interest, if any, on any Securities of
that series, deposit with a Paying Agent a sum (in the Currency described in
the preceding paragraph) sufficient to pay the principal (or premium, if any)
or interest, if any, so becoming 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.


     The Company or the Guarantor may at any time, for the purpose of obtaining
the satisfaction and discharge of this Indenture or for any other purpose, pay,
or by Company Order or Guarantor 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 sums were
held by the Company or such Paying Agent; and, upon such


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payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such sums.


     Except as provided in the Securities of any series, any money deposited
with the Trustee or any Paying Agent, or then held by the Company or the
Guarantor, in trust for the payment of the principal of (or premium, if any) or
interest, if any, on any Security of any series, or any coupon appertaining
thereto, and remaining unclaimed for two years after such principal, premium or
interest has become due and payable shall be paid to the Company on Company
Request (if then held by the Company) or, if deposited by the Guarantor, paid
to the Guarantor on Guarantor Request shall be discharged from such trust; and
the Holder of such Security or coupon shall thereafter, as an unsecured general
creditor, look only to the Company and the Guarantor for payment thereof
(without interest thereon), 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 of the Company or the Guarantor cause to be published once, in an
Authorized Newspaper, notice that such money remains unclaimed and that, after
a date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Company or the Guarantor, as the case may be.


     SECTION 1004.  Statement as to Compliance.


     The Company and the Guarantor will each deliver to the Trustee, within 120
days after the end of each fiscal year, a brief certificate from the principal
executive officer, principal financial officer or principal accounting officer
as to his or her knowledge of the Company’s or the Guarantor’s, as the case may
be, compliance with all conditions and covenants under this Indenture. For
purposes of this Section 1004, such compliance shall be determined without
regard to any period of grace or requirement of notice under this Indenture.


     SECTION 1005.  Additional Amounts.


     All payments of, or in respect of, principal of and any premium and
interest on the Securities, and all payments pursuant to any Guarantee, shall
be made without withholding or deduction for, or on account of, any present or
future taxes, duties, assessments or governmental charges of whatever nature
imposed or levied by or on behalf of South Africa or Luxembourg, as the case
may be, or any political subdivision or taxing authority thereof or therein,
unless such taxes, duties, assessments or governmental charges are required by
South Africa or Luxembourg, as the case may be, or any such subdivision or
authority to be withheld or deducted. In that event, the Company or the
Guarantor, as applicable, will pay such additional amounts of, or in respect
of, principal and any premium and interest (“Additional Amounts”) as will
result (after deduction of such taxes, duties, assessments or governmental
charges and any additional taxes, duties, assessments or governmental charges
payable in respect of such) in the payment to each Holder of a Security of the
amounts which would have been payable in respect of such Security or the Guarantee thereof, as the case may be, had no such withholding or
deduction been required, except that no Additional Amounts shall be so payable
for or on account of:


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	 	     (1) any tax, duty, assessment or other governmental charge imposed
by any jurisdiction other than South Africa or Luxembourg (including the
United States or any political subdivision or taxing authority thereof or
therein);
	 
	 	     (2) any tax, duty, assessment or other governmental charge which
would not have been imposed but for (A) the existence of any present or
former connection between such Holder or a third party on behalf of such
Holder by reason of its (or between a fiduciary, settlor, beneficiary
member, shareholder or possessor of a power over such Holder, if such
Holder is an estate, trust, partnership or corporation) having some
present or former connection with South Africa or Luxembourg, as the case
may be (including being or having been a citizen or resident of South
Africa or Luxembourg, as the case may be, or being or having been engaged
in a trade or business or present therein or having or having had a
permanent establishment therein, but not including the mere holding or
ownership of a debt security), or (B) the presentation of such Security
or the Guarantee thereof for payment more than 30 days after the date on
which such payment became due or was provided for, whichever is later;
	 
	 	     (3) any estate, inheritance, gift, sale, transfer, personal property
or similar tax, duty, assessment or other governmental charge;
	 
	 	     (4) any tax, duty, assessment or other governmental charge which is
payable otherwise than by withholding or deduction from payments of (or
in respect of) principal of or any premium or interest on the Securities
or the Guarantee(s) thereof;
	 
	 	     (5) any tax, duty, assessment or other governmental charge that is
imposed or withheld by reason of the failure to comply by the Holder or
the beneficial owner of a Security with a request of the Company or the
Guarantor addressed to the Holder (A) to provide information concerning
the nationality, residence or identity of the Holder or such beneficial
owner or (B) to make any declaration or other similar claim or satisfy
any information or reporting requirement, which, in the case of (A) or
(B), is required or imposed by statute, treaty, regulation or
administrative practice of the taxing jurisdiction as a precondition to
exemption from all or part of such tax, assessment or other governmental
charge;
	 
	 	     (6) any withholding or deduction that is imposed on a payment to an
individual and required to be made pursuant to any European Union
Directive on the taxation of savings implementing the conclusions of the
ECOFIN (European Union Economic and Finance Ministers) Counsel Meeting of
26-27 November 2000 or any law implementing or complying with or
introduced in order to conform to such Directive; or
	 
	 	     (7) any combination of items (1), (2), (3), (4), (5) and (6).



     Additionally, Additional Amounts shall not be paid with respect to any
payment in respect of any Security to any Holder who is a fiduciary or
partnership or other than the sole beneficial owner of such payment to the
extent such payment would be required by the laws of South Africa or Luxembourg, as the case may be (or any political
subdivision or taxing authority thereof or therein) to be included in the
income for tax purposes of a beneficiary or settlor with


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respect to such
fiduciary or a member of such partnership or a beneficial owner who would not
have been entitled to such Additional Amounts had it been the Holder of such
Security.


     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 any payments pursuant to the Guarantee thereof) 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 in any provisions hereof shall not be construed as excluding Additional
Amounts in those provisions hereof where such express mention is not made.


     The provisions of this Section 1005 shall apply mutatis mutandis to any
withholding or deduction for or on account of any present or future taxes,
assessments or governmental charges of whatever nature of any jurisdiction in
which any successor Person to the Company or the Guarantor is organized, or any
political subdivision or taxing authority thereof or therein.


     SECTION 1006.  Limitation on Liens.


     The Guarantor will not itself, and will not permit any Restricted
Subsidiary to, create, incur, issue, assume or guarantee any Debt secured by
any Lien on any Principal Property owned by the Guarantor or any Restricted
Subsidiary, or upon any shares of stock of or Debt owed to any Restricted
Subsidiary (such shares of stock or Debt of any Restricted Subsidiary being
called “Restricted Securities”), without in any such case effectively providing
that the Securities (together with, if the Guarantor shall so determine, any
other Debt of the Guarantor or such Restricted Subsidiary then existing or
thereafter created which is not subordinate to the Securities) shall be secured
equally and ratably with (or prior to) such secured Debt, so long as such
secured Debt shall be so secured, unless, after giving effect thereto, the
aggregate principal amount of all such secured Debt then outstanding
plus the
Attributable Debt of the Guarantor and its Restricted Subsidiaries in respect
of sale and leaseback transactions (as defined in Section 1007) involving
Principal Properties entered into after the date of the first issuance by the
Company of Securities issued pursuant to this Indenture (other than sale and
leaseback transactions permitted by paragraph (b) of Section 1007) would not
exceed an amount equal to      % of
Consolidated Net Tangible Assets; provided,
however, that nothing contained in this Section shall prevent, restrict or
apply to, and there shall be excluded from secured Debt in any computation
under this Section, Debt secured by:



		
	 	     (a) Liens on any Principal Property or Restricted Securities of the
Restricted Subsidiary or any Principal Property of the Guarantor existing
as of the date of the first issuance by the Company of Securities issued
pursuant to this Indenture;
	 
	 	     (b) Liens on any property or securities of any corporation existing
at the time such corporation becomes a Restricted Subsidiary, or arising
thereafter (i) otherwise than in connection with the borrowing of money
arranged thereafter and (ii) pursuant to contractual commitments entered
into prior to and not in contemplation of such corporation’s becoming a
Restricted Subsidiary;



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	 	     (c) Liens on any Principal Property or Restricted Securities of the
Restricted Subsidiary or any Principal Property of the Guarantor existing
at the time of acquisition thereof (including acquisition through merger
or consolidation) or securing the payment of all or any part of the
purchase price or construction cost thereof or securing any Debt incurred
prior to, at the time of or within 12 months after, the acquisition of
such Principal Property or Restricted Securities or the completion of any
such construction, whichever is later, for the purpose of financing all
or any part of the purchase price or construction cost thereof(provided
such Liens are limited to such Principal Property or Restricted
Securities, to improvements on such Principal Property and to any other
property or assets not then constituting a Principal Property or
Restricted Securities);
	 
	 	     (d) Liens on any Principal Property to secure all or any part of the
cost of exploration, drilling, development, operation, construction,
alteration, repair, improvement or rehabilitation, of all or any part of
such Principal Property, or to secure Debt incurred prior to, at the time
of or within 12 months after, the completion of such exploration,
drilling, development, operation, construction, alteration, repair,
improvement or rehabilitation, whichever is later, for the purpose of
financing all or any part of such cost (provided such Liens are limited
to such Principal Property, improvements thereon and any other property
or assets not then constituting a Principal Property);
	 
	 	     (e) Liens which secure Debt owing by a Restricted Subsidiary to the
Guarantor or to another Restricted Subsidiary;
	 
	 	     (f) Liens on any property, shares of stock, or indebtedness existing
at the time of acquisition thereof from a corporation which is
consolidated with or merged into, or substantially all of the assets of
which are acquired by, the Guarantor or a Restricted Subsidiary;
	 
	 	     (g) any deposit or pledge of assets (1) with any surety company or
clerk of any court, or in escrow, as collateral in connection with, or in
lieu of, any bond on appeal from any judgment or decree against the
Guarantor or a Restricted Subsidiary, or in connection with other
proceedings or actions at law or in equity by or against the Guarantor or
a Restricted Subsidiary, or (2) as security for the performance of any
contract or undertaking not directly or indirectly related to the
borrowing of money or the securing of indebtedness, if made in the
ordinary course of business, or (3) with any governmental agency, which
deposit or pledge is required or permitted to qualify the Guarantor or a
Restricted Subsidiary to conduct business, to maintain self-insurance, or
to obtain the benefits of any law pertaining to workers’ compensation,
unemployment insurance, old age pensions, social security, or similar
matters, or (4) made in the ordinary course of business to obtain the
release of mechanics’, workmen’s, repairmen’s, warehousemen’s or similar liens, or the release of property in the
possession of a common carrier;
	 
	 	     (h) Liens in favor of the United States of America or any State
thereof, or any department, agency or instrumentality or political
subdivision of the United States of America or any State thereof, to
secure partial, progress, advance or other payments 



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	 	pursuant to any contract or statute or to secure any indebtedness incurred for the
purpose of financing all or any part of the purchase price or the cost of
constructing or improving the property subject to such Liens and Liens
given to secure indebtedness incurred in connection with the financing of
construction of pollution control facilities, the interest on which
indebtedness is exempt from income taxes under the Internal Revenue Code
of the United States of America;
	 
	 	     (i) Liens existing on property acquired by the Guarantor or a
Restricted Subsidiary through the exercise of rights arising out of
defaults on receivables acquired in the ordinary course of business;
	 
	 	     (j) judgment Liens, so long as the finality of such judgment is
being contested in good faith and execution thereon is stayed;
	 
	 	     (k) Liens for the sole purpose of extending, renewing or replacing
in whole or in part Debt secured by any Lien referred to in clauses (a)
to (p), inclusive, or in this clause (k); provided, however, that the
principal amount of Debt secured thereby shall not exceed the principal
amount of Debt so secured at the time of such extension, renewal or
replacement, and that such extension, renewal or replacement shall be
limited to all or a part of the property which secured the Lien so
extended, renewed or replaced (plus improvements on such property);
	 
	 	     (l) Liens for taxes or assessments or governmental charges or levies
not yet due or delinquent, or which can thereafter be paid without
penalty, or which are being contested in good faith by appropriate
proceedings; landlord’s Liens on property held under lease; and any other
Liens of a nature similar to those hereinabove described in this clause
(l) which do not, in the opinion of the Guarantor, materially impair the
use of such property in the operation of the business of the Guarantor or
a Restricted Subsidiary or the value of such property for the purposes of
such business;
	 
	 	     (m) any transaction characterized as a sale of receivables (retail
or wholesale) but reflected as secured indebtedness on a balance sheet in
conformity with International Accounting Standards then in effect;
	 
	 	     (n) Liens on Margin Stock owned by the Guarantor and its Restricted
Subsidiaries to the extent such Margin Stock so mortgaged exceeds 25% of
the fair market value of the sum of the Principal Property of the
Guarantor and the Restricted Subsidiaries plus the shares of stock
(including Margin Stock) and indebtedness issued or incurred by the
Restricted Subsidiaries;
	 
	 	     (o) any Lien on any Principal Property of the Guarantor or the
Restricted Subsidiary or on the Restricted Securities of the Restricted
Subsidiary in relation to which Project Finance Indebtedness has been incurred to secure that
Project Finance Indebtedness; and
	 
	 	     (p) any Lien in respect of any margin or collateral delivered or
otherwise provided in connection with metal transactions.



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     For the purposes of this Section 1006 and Section 1007, the giving of a
guarantee which is secured by a Lien on a Principal Property or Restricted
Securities, and the creation of a Lien on a Principal Property or Restricted
Securities to secure Debt which existed prior to the creation of such Lien,
shall be deemed to involve the creation of Debt in an amount equal to the
principal amount guaranteed or secured by such Lien; but the amount of Debt
secured by Liens on Principal Properties and Restricted Securities shall be
computed without cumulating the underlying indebtedness with any guarantee
thereof or Lien securing the same.


     For purposes of this Section 1006 and Section 1007, the following shall
not be deemed to be Liens securing Debt and, accordingly, nothing contained in
this Section or Section 1007 shall prevent, restrict or apply to: (x) any
acquisition by the Guarantor or any Restricted Subsidiary of any property or
assets subject to any reservation or exception under the terms of which any
vendor, lessor or assignor creates, reserves or excepts or has created,
reserved or excepted an interest in any mineral and/or the proceeds thereof,
any royalty, production payment, interest in net proceeds or profits, right to
take production in kind, easement, right of way, surface use right, water right
or other interest in real property, (y) any conveyance or assignment under the
terms of which the Guarantor or any Restricted Subsidiary conveys or assigns to
any Person or Persons an interest in any mineral and/or the proceeds thereof,
any royalty, production payment, interest in net proceeds or profits, right to
take production in kind, easement, right of way, surface use right, water right
or other interest in real property, or (z) any Lien upon any property or assets
owned or leased by the Guarantor or any Restricted Subsidiary or in which the
Guarantor or any Restricted Subsidiary owns an interest to secure (i) to the
Person or Persons paying the expenses of developing and/or conducting
operations for the recovery, storage, transportation and/or sale of the mineral
resources of the said property (or property with which it is utilized) the
payment to such Person or Persons of the Guarantor’s or the Restricted
Subsidiary’s proportionate part of such development and/or operating expense,
(ii) to the other Persons who hold an interest in the property or assets the
performance of the obligations of the Guarantor or the Restricted Subsidiary in
connection therewith.


     SECTION 1007.  Limitation on Sale and Leaseback Transactions.


     The Guarantor will not itself, and will not permit any Restricted
Subsidiary to, enter into any arrangement after the date of the first issuance
by the Company of Securities issued pursuant to this Indenture, with any bank,
insurance company or other lender or investor (other than the Guarantor or
another Restricted Subsidiary) providing for the leasing by the Guarantor or
any such Restricted Subsidiary of any Principal Property (except a lease for a
temporary period not to exceed three years by the end of which it is intended
that the use of such Principal Property by the lessee will be discontinued),
which was or is owned or leased by the Guarantor or a Restricted Subsidiary and which has been or is to be sold
or transferred more than 12 months after the acquisition thereof or after the
completion of construction and commencement of full operation thereof by the
Guarantor or such Restricted Subsidiary to such lender or investor or to any
Person to whom funds have been or are to be advanced by such lender or investor
on the security of such Principal Property (herein referred to as a “sale and
leaseback transaction”), unless:



75









 




		
	 	     (a) the Attributable Debt of the Guarantor and its Restricted
Subsidiaries in respect of such sale and leaseback transaction and all
other sale and leaseback transactions entered into after the date of the
first issuance by the Company of Securities issued pursuant to this
Indenture (other than such sale and leaseback transactions as are
permitted by paragraph (b) below), plus the aggregate principal amount of
Debt secured by Liens on Principal Properties and Restricted Securities
then outstanding (excluding any such Debt secured by permitted Liens
covered in Section 1006) without equally and ratably securing the
Securities, would not exceed      % of Consolidated Net Tangible Assets, or
	 
	 	     (b) the Guarantor, within 12 months after the sale or transfer,
applies or causes a Restricted Subsidiary to apply an amount equal to the
greater of the net proceeds of such sale or transfer or fair market value
of the Principal Property so sold and leased back at the time of entering
into such sale and leaseback transaction (in either case as determined by
any two directors, or any director and secretary, of the Guarantor) to
the retirement of Securities of any series or other Debt of the Guarantor
(other than Debt subordinated to the Securities) or Debt of a Restricted
Subsidiary, having a stated maturity more than 12 months from the date of
such application or which is extendible at the option of the obligor
thereon to a date more than 12 months from the date of such application
(and, unless otherwise expressly provided with respect to any one or more
series of Securities, any redemption of Securities pursuant to this
provision shall not be deemed to constitute a refunding operation or
anticipated refunding operation for the purposes of any provision
limiting the Company’s right to redeem Securities of any one or more such
series when such redemption involves a refunding operation or anticipated
refunding operation); provided that the amount to be so applied shall be
reduced by (i) the principal amount of Securities delivered within 12
months after such sale or transfer to the Trustee for retirement and
cancellation, and (ii) the principal amount of any such Debt of the
Guarantor or a Restricted Subsidiary, other than Securities, voluntarily
retired by the Guarantor or a Restricted Subsidiary within 12 months
after such sale or transfer. Notwithstanding the foregoing, no
retirement referred to in this paragraph (b) may be effected by payment
at maturity or pursuant to any mandatory sinking fund payment or any
mandatory prepayment provision, or
	 
	 	     (c) the Guarantor or such Restricted Subsidiary would be entitled,
pursuant to Section 1006, to incur Debt secured by a Lien on the
Principal Property to be leased without equally and ratably securing the
Securities, or
	 
	 	     (d) the Guarantor shall, at or prior to the time of entering into
the sale and leaseback transaction, enter into a bona fide commitment or
commitments to expend for the acquisition or improvement of a Principal
Property an amount at least equal to the fair value (as so determined) of
the property sold and leased back.



     Notwithstanding the foregoing, where the Guarantor or any Restricted
Subsidiary is the lessee in any sale and leaseback transaction, Attributable
Debt shall not include any Debt resulting from the guarantee by the Guarantor
or any other Restricted Subsidiary of the lessee’s obligation thereunder.


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     SECTION 1008.  Waiver of Certain Covenants.


     The Company and the Guarantor, as the case may be, may, with respect to
any series of Securities, omit in any particular instance to comply with any
term, provision or condition which affects such series set forth in Sections
1006 and 1007, inclusive, or, as specified pursuant to Section 301(15) for
Securities of such series, in any covenants of the Company or the Guarantor
added to Article Ten pursuant to Section 301(14) or Section 301(15) in
connection with Securities of such series, if before or after the time for such
compliance the Holders of at least a majority in principal amount of all
Outstanding Securities of such series, by Act of such Holders, waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company and the
Guarantor and the duties of the Trustee to Holders of Securities of such series
in respect of any such term, provision or condition shall remain in full force
and effect.


     SECTION 1009.  Calculation of Original Issue Discount.


     The Company shall provide to the Trustee on a timely basis such
information in the Company’s possession as the Trustee reasonably requires to
enable the Trustee to prepare and file any form required to be submitted by the
Company to the Internal Revenue Service and to the Holders of any series of
Securities relating to original issue discount, including, without limitation,
Form 1099-OID or any successor form.


ARTICLE ELEVEN



REDEMPTION OF SECURITIES



     SECTION 1101.  Applicability of Article.


     Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with the terms of such Securities and (except
as otherwise specified as contemplated by Section 301 for Securities of any
series) in accordance with this Article.


     SECTION 1102.  Election to Redeem; Notice to Trustee.


     The election of the Company to redeem any Securities shall be evidenced by
or pursuant to a Board Resolution. In case of any redemption at the election
of the Company of less than all of the Securities of a 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), notify
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.


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     SECTION 1103.  Selection by Trustee of Securities to Be Redeemed.


     If less than all the Securities of any series issued on the same day with
the same terms are to be redeemed, the particular Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the
Trustee, from the Outstanding Securities of such series issued on the same day
with the same terms 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 of the principal of Securities of such series;
provided, however, that no such partial redemption shall reduce the portion of
the principal amount of a Security not redeemed to less than the minimum
authorized denomination for Securities of such series established pursuant to
Section 301.


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


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


     SECTION 1104.  Notice of Redemption.


     Except as otherwise specified as contemplated by Section 301, notice of
redemption shall be given in the manner provided for in Section 106 not less
than 30 nor more than 60 days prior to the Redemption Date, to each Holder of
Securities to be redeemed, but failure to give such notice in the manner herein
provided to the Holder of any Security designated for redemption as a whole or
in part, or any defect in the notice to any such Holder, shall not affect the
validity of the proceedings for the redemption of any other such Security or
portion thereof.


     All notices of redemption shall state:



		
	 	     (1) the Redemption Date,
	 
	 	     (2) the Redemption Price and the amount of accrued interest to
the Redemption Date payable as provided in Section 1106, if any,
	 
	 	     (3) if less than all the Outstanding Securities of any series
are to be redeemed, the identification (and, in the case of partial
redemption, the principal amounts) of the particular Securities to
be redeemed,
	 
	 	     (4) in case any Security is to be redeemed in part only, the
notice which relates to such Security shall state that on and after
the Redemption Date, upon surrender of such Security, the Holder
will receive, without charge, a new Security or Securities of
authorized denominations for the principal amount thereof remaining
unredeemed,



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	 	     (5) that on the Redemption Date, the Redemption Price and
accrued interest, if any, to the Redemption Date payable as
provided in Section 1106 will become due and payable upon each such
Security, or the portion thereof, to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after
said date,
	 
	 	     (6) the Place or Places of Payment where such Securities,
together in the case of Bearer Securities with all coupons
appertaining thereto, if any, maturing after the Redemption Date,
are to be surrendered for payment of the Redemption Price and
accrued interest, if any,
	 
	 	     (7) that the redemption is for a sinking fund, if such is the
case,
	 
	 	     (8) that, unless otherwise specified in such notice, Bearer
Securities of any series, if any, surrendered for redemption must
be accompanied by all coupons maturing subsequent to the Redemption
Date or the amount of any such missing coupon or coupons will be
deducted from the Redemption Price unless security or indemnity
satisfactory to the Company, the Trustee and any Paying Agent is
furnished,
	 
	 	     (9) if Bearer Securities of any series are to be redeemed and
any Registered Securities of such series are not to be redeemed,
and if such Bearer Securities may be exchanged for Registered
Securities not subject to redemption on such Redemption Date
pursuant to Section 305 or otherwise, the last date, as determined
by the Company, on which such exchanges may be made; and
	 
	 	     (10) The CUSIP number, if any.



     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 1105.  Deposit of Redemption Price.


     On or prior to 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 1003) an amount of money in the Currency
in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such series and except,
if applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to
pay the Redemption Price of, and accrued interest, if any, on, all the
Securities which are to be redeemed on that date.


     SECTION 1106.  Securities Payable on Redemption Date.


     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified in the Currency in which the Securities of
such series are payable (except as otherwise specified pursuant to Section 301
for the Securities of such series and except, if


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applicable, as provided in
Sections 312(b), 312(d) and 312(e)) (together with accrued interest, if any, to
the Redemption Date), and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest, if any)
such Securities shall, if the same were interest-bearing, cease to bear
interest and the coupons for such interest appertaining to any Bearer
Securities so to be redeemed, except to the extent provided below, shall be
void. Upon surrender of any such Security for redemption in accordance with
said notice, together with all coupons, if any, appertaining thereto maturing
after the Redemption Date, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest, if any, to the Redemption
Date; provided, however, that installments of interest on Bearer Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable
only at an office or agency located outside the United States (except as
otherwise provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and surrender of coupons
for such interest; and provided further that installments of interest on
Registered Securities whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
307.


     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 1002) and, unless otherwise specified as contemplated by
Section 301, only upon presentation and surrender of those coupons.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate of interest set forth in such Security or
Yield to Maturity (in the case of Original Issue Discount Securities).


     SECTION 1107.  Securities Redeemed in Part.


     Any Security which is to be redeemed only in part (pursuant to the
provisions of this Article or of Article Twelve) 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 such Holder’s
attorney duly authorized in writing), and the Company shall execute, the
Guarantor shall execute the Guarantee noted or endorsed on, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal of the Security
so


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surrendered. However, if less than all the Securities of any series with
differing issue dates, interest rates and stated maturities are to be redeemed,
the Company in its sole discretion shall select the particular Securities to be
redeemed and shall notify the Trustee in writing thereof at least 45 days prior
to the relevant redemption date.


     SECTION 1108.  Optional Redemption Due to Changes in Tax Treatment.


     Each series of Securities may be redeemed at the option of the Company or
the Guarantor (or their successors) in whole but not in part at any time
(except in the case of Securities that have a variable rate of interest, which
may be redeemed on any Interest Payment Date) at a Redemption Price equal to
the principal amount thereof plus accrued interest to the date fixed for
redemption (except in the case of Outstanding Original Issue Discount
Securities which may be redeemed at the Redemption Price specified by the terms
of such series of Securities) if, (i) the Company or the Guarantor is or would
be required to pay Additional Amounts as a result of any change in or amendment
to the laws or any regulations or rulings promulgated thereunder of Luxembourg
or South Africa (or in the case of a successor Person to the Company or the
Guarantor, of the jurisdiction in which such successor Person is organized or
any political subdivision or taxing authority thereof or therein) or any change
in the official application or interpretation of such laws, regulations or
rulings, or any change in the official application or interpretation of, or any
execution of or amendment to, any treaty or treaties affecting taxation to
which Luxembourg or South Africa (or such other jurisdiction or political
subdivision or taxing authority) is a party, which change, execution or
amendment becomes effective on or after the date of issuance of such series
pursuant to Section 301(or in the case of a successor Person to the Company or
the Guarantor, the date on which such successor Person became such or in the
case of an assumption by the Guarantor or its Subsidiaries of obligations of
the Company under the Securities, the date of such assumption), or (ii) as a
result of any change in the official application or interpretation of, or any
execution of or amendment to, any treaty or treaties affecting taxation to
which Luxembourg or South Africa (or in the case of a successor Person to the
Company or the Guarantor, to which the jurisdiction in which such
successor Person is organized or any political subdivision or taxing
authority thereof or therein) is a party, which change, execution or amendment
becomes effective on or after a date on which the Guarantor or any of its
Subsidiaries (an “Intercompany Debtor”) borrows money from the Company, the
Intercompany Debtor is or would be required to deduct or withhold tax on any
payment to the Company to enable the Company to make any payment of principal,
premium, if any, or interest, and the payment of such Additional Amounts, in
the case of clause (i), or such deductions or withholding, in the case of
clause (ii), cannot be avoided by the use of any reasonable measures available
to the Company, the Guarantor or the Intercompany Debtor. Prior to the giving
of notice of redemption of such Securities pursuant to this Indenture, the
Company will deliver to the Trustee an Officers’ Certificate, stating that the
Company is entitled to effect such redemption and setting forth in reasonable
detail a statement of circumstances showing that the conditions precedent to
the right of the Company to redeem such Securities pursuant to this Section
have been satisfied.


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ARTICLE TWELVE



SINKING FUNDS



     SECTION 1201.  Applicability of Article.


     Retirements of Securities of any series pursuant to any sinking fund shall
be made in accordance with the terms of such Securities and (except as
otherwise specified as contemplated by Section 301 for Securities of any
series) in accordance with this Article.


     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 mandatory sinking fund payment may be subject to reduction
as provided in Section 1202. 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 1202.  Satisfaction of Sinking Fund Payments with Securities.




     Subject to Section 1203, in lieu of making all or any part of any
mandatory sinking fund payment with respect to any Securities of a series in
cash, the Company may at its option (1) deliver to the Trustee Outstanding
Securities of a series (other than any previously called for redemption)
theretofore purchased or otherwise acquired by the Company together in the case
of any Bearer Securities of such series with all unmatured coupons appertaining
thereto, and/or (2) receive credit for Securities of such series which have
been previously delivered to the Trustee by the Company or for Securities of
such series which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any mandatory
sinking fund payment with respect to the
Securities of the same series required to be made pursuant to the terms of
such Securities as provided for by the terms of such series; provided, however,
that such Securities have not been previously so credited. Such Securities
shall be received and 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 mandatory sinking fund payment shall
be reduced accordingly.


     SECTION 1203.  Redemption of Securities for Sinking Fund.


     Not less than 60 days prior to each sinking fund payment date for
Securities of any series, the Company will deliver to the Trustee an Officers’
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash in the Currency in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except, if
applicable, as provided in Sections 312(b), 312(d) and 312(e)) and the portion
thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 1202, and the optional


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amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment,
and will also deliver to the Trustee any Securities to be so delivered and
credited. If such Officers’ Certificate shall specify an optional amount to be
added in cash to the next ensuing mandatory sinking fund payment, the Company
shall thereupon be obligated to pay the amount therein specified. Not less
than 30 days before each such sinking fund payment date the Trustee shall
select the Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 1103 and cause notice of the redemption thereof to
be given in the name of and at the expense of the Company in the manner
provided in Section 1104. Such notice having been duly given, the redemption
of such Securities shall be made upon the terms and in the manner stated in
Sections 1106 and 1107.


ARTICLE THIRTEEN



REPAYMENT AT OPTION OF HOLDERS



     SECTION 1301.  Applicability of Article.


     Repayment of Securities of any series before their Stated Maturity at the
option of Holders thereof shall be made in accordance with the terms of such
Securities and (except as otherwise specified as contemplated by Section 301
for Securities of any series) in accordance with this Article.


     SECTION 1302.  Repayment of Securities.


     Securities of any series subject to repayment in whole or in part at the
option of the Holders thereof will, unless otherwise provided in the terms of
such Securities, be repaid at a price equal to the principal amount thereof,
together with interest, if any, thereon accrued to the Repayment Date specified
in or pursuant to the terms of such Securities. The Company and the Guarantor
covenant that on or before the Repayment Date the Company or the Guarantor will
deposit with the Trustee or with a Paying Agent (or, if the Company or the
Guarantor is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the principal
(or, if so provided by the terms of the Securities of any series, a percentage
of the principal) of and (except if the Repayment Date shall be an Interest
Payment Date) accrued interest, if any, on, all the Securities or portions
thereof, as the case may be, to be repaid on such date.


     SECTION 1303.  Exercise of Option.


     Securities of any series subject to repayment at the option of the Holders
thereof will contain an “Option to Elect Repayment” form on the reverse of such
Securities. To be repaid at the option of the Holder, any Security so
providing for such repayment, with the “Option to Elect Repayment” form on the
reverse of such Security duly completed by the Holder (or by the Holder’s
attorney duly authorized in writing), must be received by the Company at the
Place of Payment therefor specified in the terms of such Security (or at such
other place or places or which the Company shall from time to time notify the
Holders of such Securities) not earlier


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than 45 days nor later than 30 days
prior to the Repayment Date. If less than the entire principal amount of such
Security is to be repaid in accordance with the terms of such Security, the
principal amount of such Security to be repaid, in increments of the minimum
denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the
portion of the principal amount of such Security surrendered that is not to be
repaid, must be specified. The principal amount of any Security providing for
repayment at the option of the Holder thereof may not be repaid in part if,
following such repayment, the unpaid principal amount of such Security would be
less than the minimum authorized denomination of Securities of the series of
which such Security to be repaid is a part. Except as otherwise may be
provided by the terms of any Security providing for repayment at the option of
the Holder thereof, exercise of the repayment option by the Holder shall be
irrevocable unless waived by the Company and the Guarantor.


     SECTION 1304.  When Securities Presented for Repayment Become Due and Payable.


     If Securities of any series providing for repayment at the option of the
Holders thereof shall have been surrendered as provided in this Article and as
provided by or pursuant to the terms of such Securities, such Securities or the
portions thereof, as the case may be, to be repaid shall become due and payable
and shall be paid by the Company or the Guarantor on the
Repayment Date therein specified, and on and after such Repayment Date
(unless the Company or the Guarantor shall default in the payment of such
Securities on such Repayment Date) such Securities shall, if the same were
interest-bearing, cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be repaid, except to the extent
provided below, shall be void. Upon surrender of any such Security for
repayment in accordance with such provisions, together with all coupons, if
any, appertaining thereto maturing after the Repayment Date, the principal
amount of such Security so to be repaid shall be paid by the Company or the
Guarantor, together with accrued interest, if any, to the Repayment Date;
provided, however, that coupons whose Stated Maturity is on or prior to the
Repayment Date shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified pursuant to Section 301, only upon presentation and
surrender of such coupons; and provided further that, in the case of Registered
Securities, installments of interest, if any, whose Stated Maturity is on or
prior to the Repayment Date shall be payable (but without interest thereon,
unless the Company and the Guarantor shall default in the payment thereof) to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307.


     If any Bearer Security surrendered for repayment shall not be accompanied
by all appurtenant coupons maturing after the Repayment Date, such Security may
be paid after deducting from the amount payable therefor as provided in Section
1302 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, the
Guarantor 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 as provided in the preceding sentence, such
Holder shall be entitled to receive the amount so


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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 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of those coupons.


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


     SECTION 1305.  Securities Repaid in Part.


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


ARTICLE FOURTEEN



DEFEASANCE AND COVENANT DEFEASANCE



     SECTION 1401.  Applicability of Article; Company’s and Guarantor’s Option to Effect
Defeasance or Covenant Defeasance.


     If pursuant to Section 301 provision is made for either or both of (a)
defeasance of the Securities of or within a series under Section 1402 or (b)
covenant defeasance of the Securities of or within a series under Section 1403,
then the provisions of such Section or Sections, as the case may be, together
with the other provisions of this Article (with such modifications thereto as
may be specified pursuant to Section 301 with respect to any Securities), shall
be applicable to such Securities and any coupons appertaining thereto, and the
Company and the Guarantor may at their option by Board Resolution, at any time,
with respect to such Securities and any coupons appertaining thereto, elect to
have Section 1402 (if applicable) or Section 1403 (if applicable) be applied
to such Outstanding Securities and any coupons appertaining thereto upon
compliance with the conditions set forth below in this Article.


     SECTION 1402.  Defeasance and Discharge.


     Upon their exercise of the above option applicable to this Section with
respect to any Securities of or within a series, each of the Company and the
Guarantor shall be deemed to have been discharged from their respective
obligations with respect to such Outstanding Securities and any coupons
appertaining thereto and under the Guarantee in respect thereof on the date the
conditions set forth in Section 1404 are satisfied (hereinafter, “defeasance”).
For this purpose, such defeasance means that the Company and the Guarantor
shall be deemed to have paid and discharged the entire indebtedness represented
by such Outstanding Securities and


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any coupons appertaining thereto and under
the Guarantee in respect thereof which shall thereafter be deemed to be
“Outstanding” only for the purposes of Section 1405 and the other Sections of
this Indenture referred to in clauses (A) and (B) of this Section, and to have
satisfied all its other obligations under such Securities and any coupons
appertaining thereto and under the Guarantee in respect thereof and this
Indenture insofar as such Securities and any coupons appertaining thereto and
the Guarantee in respect thereof are concerned (and the Trustee, at the expense
of the Company and the Guarantor shall execute proper instruments acknowledging
the same), except for the following which shall survive until otherwise
terminated or discharged hereunder: (A) the rights of Holders of such
Outstanding Securities and any coupons appertaining thereto to receive, solely
from the trust fund described in Section 1405 and as more fully set forth in
such Section, payments in respect of the principal of (and premium, if any) and
interest, if any, on such Securities and any coupons appertaining thereto when
such payments are due, (B) the Company’s and the Guarantor’s obligations with
respect to such Securities under Sections 305, 306, 1002 and 1003 and with
respect to the payment of Additional Amounts, to the extent then unknown, on
such Securities as contemplated by Section 1005, (C) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (D) this Article
Fourteen. Subject to compliance with this Article Fourteen, the Company or the
Guarantor may exercise its option under this Section notwithstanding the prior
exercise of its option under Section 1403 with respect to such Securities and
any coupons appertaining thereto.


     SECTION 1403.  Covenant Defeasance.


     Upon the Company’s or the Guarantor’s exercise of the above option
applicable to this Section with respect to any Securities of or within a
series, the Company and the Guarantor shall be released from their respective
obligations under Sections 1006 and 1007, and, if specified pursuant to Section
301, its obligations under any other covenant, with respect to such Outstanding
Securities and any coupons appertaining thereto and the Guarantee in respect
thereof on and after the date the conditions set forth in Section 1404 are
satisfied (hereinafter, “covenant defeasance”), and such Securities and any
coupons appertaining thereto shall thereafter be deemed to be not “Outstanding”
for the purposes of any direction, waiver, consent or declaration or Act of
Holders (and the consequences of any thereof) in connection with Sections 1006
and 1007, or such other covenant, but shall continue to be deemed “Outstanding”
for all other purposes hereunder. For this purpose, such covenant defeasance
means that, with respect to such Outstanding Securities and any coupons
appertaining thereto, the Company and the Guarantor may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any such Section or such other covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or
such other covenant or by reason of reference in any such Section or such other
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 501(4) or 501(7) or otherwise, as the case may be, but, except as
specified above, the remainder of this Indenture and such Securities and any
coupons appertaining thereto and the Guarantee in respect thereof shall be
unaffected thereby.


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     SECTION 1404.  Conditions to Defeasance or Covenant Defeasance.


     The following shall be the conditions to application of Section 1402 or
Section 1403 to any Outstanding Securities of or within a series and any
coupons appertaining thereto and the Guarantee in respect thereof:



		
	 	     (a) The Company or the Guarantor shall irrevocably have deposited or
caused to be deposited with the Trustee (or another trustee satisfying
the requirements of Section 607 who shall agree to comply with the
provisions of this Article Fourteen applicable to it) as trust funds in
trust for the purpose of making the following payments, specifically
pledged as security for, and dedicated solely to, the benefit of the
Holders of such Securities and any coupons appertaining thereto, (1) an
amount (in such Currency in which such Securities and any coupons
appertaining thereto are then specified as payable at Stated Maturity),
or (2) Government Obligations applicable to such Securities and coupons
appertaining thereto (determined on the basis of the Currency in which
such Securities and coupons appertaining thereto are then specified as
payable at Stated
Maturity) which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide,
not later than one day before the due date of any payment of principal of
(and premium, if any) and interest, if any, on such Securities and any
coupons appertaining thereto, money in an amount, or (3) a combination
thereof in an amount, sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and
which shall be applied by the Trustee (or other qualifying trustee) to
pay and discharge, (i) the principal of (and premium, if any) and
interest, if any, and any Additional Amounts then known on such
Outstanding Securities and any coupons appertaining thereto on the Stated
Maturity of such principal or installment of principal or interest and
(ii) any mandatory sinking fund payments or analogous payments applicable
to such Outstanding Securities and any coupons appertaining thereto on
the day on which such payments are due and payable in accordance with the
terms of this Indenture and of such Securities and any coupons
appertaining thereto. Before such a deposit, the Company or the
Guarantor, as the case may be, may give to the Trustee, in accordance
with Section 1102 hereof, a notice of its election to redeem all or any
portion of such Outstanding Securities at a future date in accordance
with the terms of the Securities of such series and Article Eleven
hereof, which notice shall be irrevocable. Such irrevocable redemption
notice, if given, shall be given effect in applying the foregoing.
	 
	 	     (b) Such defeasance or covenant defeasance shall not result in a
breach or violation of, or constitute a default under, this Indenture or
any other material agreement or instrument to which the Company or the
Guarantor is a party or by which it is bound.
	 
	 	     (c) No Default or Event of Default with respect to such Securities
and any coupons appertaining thereto shall have occurred and be
continuing on the date of such deposit or, insofar as Sections 501(5) and
501(6) are concerned, at any time during the period ending on the 91st
day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until the expiration of such
period).



87






 








		
	 	     (d) In the case of an election under Section 1402, the Company or
the Guarantor shall have delivered to the Trustee an Opinion of Counsel
stating that (1) the Company or the Guarantor has received from, or there
has been published by, the Internal Revenue Service a ruling, or (2)
since the date of execution of this Indenture, there has been a change in
the applicable United States federal income tax law, in either case to
the effect that, and based thereon such opinion shall confirm that, the
Holders of such Outstanding Securities and any coupons appertaining
thereto will not recognize income, gain or loss for United States federal
income tax purposes as a result of such defeasance and will be subject to
United States federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such defeasance had
not occurred.
	 
	 	     (e) In the case of an election under Section 1403, the Company or
the Guarantor shall have delivered to the Trustee Opinions of Counsel to
the effect that the Holders of such Outstanding Securities and any
coupons appertaining thereto will not recognize income, gain or loss for
United States federal income tax purposes as a result
of such covenant defeasance and will be subject to United States
federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such covenant defeasance had
not occurred.
	 
	 	     (f) The Company or the Guarantor shall have delivered to the Trustee
an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent to the defeasance under Section 1402 or the covenant
defeasance under Section 1403 (as the case may be) have been complied
with.
	 
	 	     (g) Notwithstanding any other provisions of this Section, such
defeasance or covenant defeasance shall be effected in compliance with
any additional or substitute terms, conditions or limitations which may
be imposed on the Company or the Guarantor in connection therewith
pursuant to Section 301.



     SECTION 1405.  Deposited Money and Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions.


     Subject to the provisions of the last paragraph of Section 1003, all money
and Government Obligations (or other property as may be provided pursuant to
Section 301) (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 1405, the
“Trustee”) pursuant to Section 1404 in respect of any Outstanding Securities of
any series and any coupons appertaining thereto shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities
and any coupons appertaining thereto and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company or the Guarantor
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities and any coupons appertaining thereto of all sums due and to
become due thereon in respect of principal (and premium, if any) and interest
and Additional Amounts, if any, but such money need not be segregated from
other funds except to the extent required by law.



88










 



     Unless otherwise specified with respect to any Security pursuant to
Section 301, if, after a deposit referred to in Section 1404(a) has been made,
(a) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 312(b) or the terms of such
Security to receive payment in a Currency other than that in which the deposit
pursuant to Section 1404(a) has been made in respect of such Security, or (b) a Conversion Event occurs as contemplated in Section 312(d) or 312(e) or by
the terms of any Security in respect of which the deposit pursuant to Section
1404(a) has been made, the indebtedness represented by such Security and any
coupons appertaining thereto shall be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of (and premium,
if any) and interest and Additional Amounts, if any, on such Security as the
same becomes due out of the proceeds yielded by converting (from time to time
as specified below in the case of any such election) the amount or other
property deposited in respect of such Security into the Currency in which such
Security becomes payable as a result of such election or Conversion Event based
on the applicable Market Exchange Rate for such Currency in effect on the
second Business Day prior to each payment date, except, with respect to a
Conversion Event, for such Currency in effect (as nearly as feasible) at the
time of the Conversion Event.


     The Company or the Guarantor, as the case may be, shall pay and indemnify
the Trustee against any tax, fee or other charge imposed on or assessed against
the Government Obligations deposited pursuant to Section 1404 or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of such Outstanding
Securities and any coupons appertaining thereto.


     Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the Company Request,
or the Guarantor, as the case may be, upon the Guarantor Request, any money or
Government Obligations (or other property and any proceeds therefrom) held by
it as provided in Section 1404 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited to effect a defeasance or covenant
defeasance, as applicable, in accordance with this Article.


ARTICLE FIFTEEN



MEETINGS OF HOLDERS OF SECURITIES



     SECTION 1501.  Purposes for Which Meetings May Be Called.


     If Securities of a series are issuable as Bearer Securities, a meeting of
Holders of Securities of such 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.


89






 


     SECTION 1502.  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 1501, to be held at such time
and at such place in 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 for in Section 106, not less
than 21 nor more than 180 days prior to the date fixed for the meeting.


     (b)  In case at any time the Company or the Guarantor, pursuant in either
case 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 1501, 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 21
days after receipt of such request or shall not thereafter proceed to cause the
meeting to be held as provided herein, then the Company, the Guarantor 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 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 paragraph (a) of this Section.


     SECTION 1503.  Persons Entitled to Vote at Meetings.


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


     SECTION 1504.  Quorum; Action.


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


90






 




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 1502(a), except that such notice need be given
only once not less than five days prior to the date on which the meeting is
scheduled to be reconvened. Notice of the reconvening of any adjourned meeting
shall state expressly the percentage, as provided above, of the principal
amount of the Outstanding Securities of such series which shall constitute a
quorum.


     Subject to the foregoing, at the reconvening of any meeting adjourned for
lack of a quorum the Persons entitled to vote 25% in principal amount of the
Outstanding Securities at the time shall constitute a quorum for the taking of
any action set forth in the notice of the original meeting.


     Except as limited by the proviso to Section 902, 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 such series;
provided, however, that, except as limited by the proviso to Section 902, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action which this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage, which is
less than a majority, in principal amount of the Outstanding Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid by the affirmative vote of the
Holders of such specified percentage in principal amount of the Outstanding
Securities of such series.


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


     Notwithstanding the foregoing provisions of this Section 1504, if any
action is to be taken at a meeting of Holders of Securities of any series with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage in principal amount of
all Outstanding Securities affected thereby, or of the Holders of such series
and one or more additional series:



		
	 	     (i) there shall be no minimum quorum requirement for such meeting;
and
	 
	 	     (ii) the principal amount of the Outstanding Securities of such
series that vote in favor of such request, demand, authorization,
direction, notice, consent, waiver or other action shall be taken into
account in determining whether such request, demand, authorization,
direction, notice, consent, waiver or other action has been made, given
or taken under this Indenture.



91






 





     SECTION 1505.  Determination of Voting Rights; Conduct and Adjournment of Meetings.


     (a)  Notwithstanding any 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 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the Person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 104 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, the Guarantor or by Holders of Securities as provided in Section
1502(b), in which case the Company, the Guarantor or the Holders of Securities
of the series calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman. A permanent chairman and a permanent secretary
of the meeting shall be elected by vote of the Persons entitled to vote a
majority in principal amount of the Outstanding Securities of such series
represented at the meeting.


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


     (d)  Any meeting of Holders of Securities of any series duly called
pursuant to Section 1502 at which a quorum is present may be adjourned from
time to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting, and the
meeting may be held as so adjourned without further notice.


     SECTION 1506.  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.


92






 


     A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall
be attached to said record the original reports of the inspectors of votes on
any vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the fact setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1502 and, if
applicable, Section 1504. 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, to the Guarantor 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.


ARTICLE SIXTEEN



GUARANTEE OF SECURITIES



     SECTION 1601.  Guarantee.


     This Section 1601 and Section 1602 apply to the Securities of any series
to the extent that the form of the Guarantee to be endorsed on such Securities
is not otherwise specifically established as contemplated by Section 301.


     The Guarantor hereby unconditionally guarantees to each Holder of a
Security of each series authenticated and delivered by the Trustee the due and
punctual payment of the principal (including any amount due in respect of
original issue discount) of and any premium and interest on and Additional
Amounts with respect to such Security, and the due and punctual payment of any
sinking fund payments provided for pursuant to the terms of such Security, when
and as the same shall become due and payable, whether at the Stated Maturity,
by declaration of acceleration, call for redemption or otherwise, in accordance
with the terms of such Security and of this Indenture. The Guarantor hereby
agrees that its obligations hereunder shall be as if it were a principal debtor
and not merely a surety, and shall be absolute and unconditional, irrespective
of, and shall be unaffected by, any invalidity, irregularity or
unenforceability of any Security of any series or this Indenture, any failure
to enforce the provisions of any Security of any series or this Indenture, any
waiver, modification, consent or indulgence granted to the Company with respect
thereto, by the Holder of any Security of any series or the Trustee, or any
other circumstances which may otherwise constitute a legal or equitable
discharge of a surety or guarantor. The Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding
first against the Company, the benefit of discussion, protest or notice with
respect to any Security or the indebtedness evidenced thereby or with respect
of any sinking fund payment required pursuant to the terms of a Security issued
under this Indenture and all demands whatsoever, and covenants that this
Guarantee will not be discharged with respect to any Security except by payment
in full of the principal thereof and any premium and interest or Additional
Amounts thereon or as provided in Article Four, Section 802 or Article
Fourteen. The Guarantor further agrees that, as between the Guarantor, on the
one hand, and the Holders and the Trustee, on the other hand, the Maturity of
the obligations guaranteed hereby may be accelerated as provided in Article
Five hereof for the purposes of this Guarantee,


93






 




notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby.


     This Guarantee shall continue to be effective or be reinstated, as the
case may be, if at any time payment on any Company Security, in whole or in
part, is rescinded or must otherwise be restored to the Company or the
Guarantor upon the bankruptcy, liquidation or reorganization of the Company or
otherwise.


     The Guarantor hereby waives, in favor of the Holders and the Trustee, any
and all of its rights, protections, privileges and defenses provided by any
applicable law to a guarantor and waives any right of set-off which the
Guarantor may have against the Holder of a Security in respect of any amounts
which are or may become payable by the Holder of a Security to the Company.


     The Guarantor shall be subrogated to all rights of each Holder of
Securities against the Company in respect of any amounts paid to such Holder by
the Guarantor pursuant to the provisions of this Guarantee; provided, however,
that the Guarantor shall not be entitled to enforce, or to receive any payments
arising out of or based upon, such right of subrogation until the principal of
and any premium and interest on all the Securities of the same series and of
like tenor shall have been paid in full.


     The Guarantee shall be governed by and construed in accordance with the
laws of the State of New York. The Guarantor agrees to pay any and all costs
and expenses (including reasonable attorneys’ fees and expenses) incurred by
the Trustee or any Holders in enforcing any rights under the Guarantee.


     No past, present or future stockholder, officer, director, employee or
incorporator of the Guarantor shall have any personal liability under the
Guarantee set forth in this Section 1601 by reason of his or its status as such
stockholder, officer, director, employee or incorporator.


     The Guarantee set forth in this Section 1601 shall not be valid or become
obligatory for any purpose with respect to a Security until the certificate of
authentication on such Security shall have been signed by or on behalf of the
Trustee.


     SECTION 1602.  Execution of Guarantee.


     To evidence its Guarantee to the Holders specified in Section 1601, the
Guarantor hereby agrees to execute the Guarantee in substantially the form set
forth in Section 204 to be endorsed on each Security authenticated and
delivered by the Trustee. The Guarantor hereby agrees that its Guarantee set
forth in Section 1601 shall remain in full force and effect notwithstanding any
failure to endorse on each Security such Guarantee. Each such Guarantee shall
be signed on behalf of the Guarantor by any two directors, or any director and
secretary, of the Guarantor, prior to the authentication of the Security on
which it is endorsed, and the delivery of such Security by the Trustee, after
the due authentication thereof by the Trustee hereunder, shall constitute due
delivery of the Guarantee on behalf of the Guarantor. Such signatures upon
the Guarantee may be manual or facsimile signatures of any present, past
or future such directors or officers and may be imprinted or otherwise
reproduced below the Guarantee, and in case any


94






 




such director or officer who
shall have signed the Guarantee shall cease to hold such offices before the
Security on which such Guarantee is endorsed shall have been authenticated and
delivered by the Trustee or disposed of by the Company, such Security
nevertheless may be authenticated and delivered or disposed of as though the
person who signed the Guarantee had not ceased to hold such office of the
Guarantor.


     This Indenture may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same Indenture.


95






 


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



	 	 	 
	 	 	 
	 	ANGLOGOLD INTERNATIONAL HOLDINGS S.A.
	 	 	 
	 	 	 
	 	By:	 
	 	 	

	 	 	
Name:
	 	 	
Title:
	 	 	 
	Attest:	 	 
	 	 	 
	 	ANGLOGOLD LIMITED
	 	 	 
	 	 	 
	 	By:	 
	 	 	

	 	 	Name:
	 	 	Title:
	 	 	 
	Attest:	 	 
	 	 	 
	 	THE BANK OF NEW YORK
	 	 	 
	 	 	 
	 	By:	 
	 	 	

	 	 	Name:
	 	 	
Title:
	 	 	 
	Attest:	 	 



96






 



EXHIBIT A



FORMS OF CERTIFICATION


EXHIBIT A-1



FORM OF CERTIFICATE TO BE GIVEN BY

PERSON ENTITLED TO RECEIVE BEARER SECURITY

OR TO OBTAIN INTEREST PAYABLE PRIOR

TO THE EXCHANGE DATE


CERTIFICATE


[Insert title or sufficient description

of Securities to be delivered]


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


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


A-1-1






 


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


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


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



Dated:


[To be dated no earlier than the

15th day prior to (i) the Exchange

Date or (ii) the relevant Interest

Payment Date occurring prior to

the Exchange Date, as applicable]



	 	 	 
	 	 	 
	 	 	
[Name of Person Making Certification]
	 	 	 
	 	 	 
	 	 	


	 	 	
(Authorized Signatory)

Name:
	 	 	
Title:



A-1-2






 


EXHIBIT A-2



FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR

AND CLEARSTREAM IN

CONNECTION WITH THE EXCHANGE OF A PORTION OF A

TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST

PAYABLE PRIOR TO THE EXCHANGE DATE


CERTIFICATE


[Insert title or sufficient description

of Securities to be delivered]


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


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


     We further certify that (i) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary global Security representing the above-captioned Securities excepted
in the above-referenced certificates of Member Organizations and (ii) as of the
date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations


A-2-1






 




with respect to any portion of the part submitted herewith for exchange
(or, if relevant, collection of any interest) are no longer true and cannot be
relied upon as of the date hereof.


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


Dated:


[To be dated no earlier than the

Exchange Date or the relevant

Interest Payment Date occurring

prior to the Exchange Date, as

applicable]



	 	 	 
	 	 	 
	 	[EUROCLEAR BANK S.A./N.V., as

Operator of the Euroclear System]

[CLEARSTREAM]
	 	 	 
	 	 	 
	 	By:	 
	 	 	






A-2-2