Exhibit 4(j)


AMERICAN EXPRESS COMPANY


AND


THE BANK OF NEW YORK,


Trustee


	
 


	
 





Subordinated Indenture


	
 


	
 





Dated as of August 1, 2007


	
 


	
 













AMERICAN EXPRESS COMPANY

Indenture Dated as of August 1, 2007


	
 


	
 





CROSS REFERENCE SHEET1 


          Showing
the Location in the Indenture of the Provisions Inserted Pursuant to Sections 310 to 318(a) inclusive of the Trust Indenture Act of 1939.


	
 

	
 

	
 

	
 

	
 


	
Provisions of

 Trust Indenture Act

 of 1939

	
 

	
Indenture Provision


	 


	
 


	
§
 310(a)

	
(1), (2)

	
 

	
 

	
§ 8.09


	
 

	
(3)

	
 

	
 

	
Not Applicable


	
 

	
(4)

	
 

	
 

	
Not
 Applicable


	
(b)

	
 

	
 

	
 

	
§ 8.08; § 8.10


	
(c)

	
 

	
 

	
 

	
Not
 Applicable


	
§
 311(a)

	
 

	
 

	
 

	
§ 8.13(a)


	
(b)

	
 

	
 

	
 

	
§ 8.13(b)


	
(b)

	
(2)

	
 

	
 

	
§ 9.03 (a)(ii); § 9.03(b)


	
(c)

	
 

	
 

	
 

	
Not
 Applicable


	
§
 312(a)

	
 

	
 

	
 

	
§ 9.01; § 9.02(a)


	
(b)

	
 

	
 

	
 

	
§ 9.02(b)


	
(c)

	
 

	
 

	
 

	
§ 9.02(c)


	
§
 313(a)

	
 

	
 

	
 

	
§ 9.03(a)


	
(b)

	
(1)

	
 

	
 

	
Not
 Applicable


	
 

	
(2)

	
 

	
 

	
§ 9.03(b)


	
(c)

	
 

	
 

	
 

	
§ 9.03(a); § 9.03(b)


	
(d)

	
 

	
 

	
 

	
§ 9.03(c)


	
§
 314(a)

	
 

	
 

	
 

	
§ 9.04


	
(b)

	
 

	
 

	
 

	
Not
 Applicable


	
(c)

	
 

	
 

	
 

	
§ 1.02


	
(d)

	
 

	
 

	
 

	
Not
 Applicable


	
(e)

	
 

	
 

	
 

	
§ 1.02


	
(f)

	
 

	
 

	
 

	
Not
 Applicable


	
§
 315(a)

	
(1)

	
 

	
 

	
§ 8.01(a)(i)


	
 

	
(2)

	
 

	
 

	
§ 8.01(a)(ii)


	
(b)

	
 

	
 

	
 

	
§ 8.02


	
(c)

	
 

	
 

	
 

	
§ 8.01(b)


	
(d)

	
(1)

	
 

	
 

	
§ 8.01 (a)


	
 

	
(2)

	
 

	
 

	
§ 8.01(c)(ii)


	
 

	
(3)

	
 

	
 

	
§ 8.01(c)(iii)


	
(e)

	
 

	
 

	
 

	
§ 7.14


	
§
 316(a)

	
 

	
 

	
 

	
§ 7.12; § 7.13


	
(b)

	
 

	
 

	
 

	
§ 7.08


	
(c)

	
 

	
 

	
 

	
§ 1.04


	
§
 317(a)

	
(1), (2)

	
 

	
 

	
§ 7.03; § 7.04


	
(b)

	
 

	
 

	
 

	
§ 12.03


	
§
 318(a)

	
 

	
 

	
 

	
§ 1.08








	
 


	
 





1 This Cross-Reference Sheet is not part of
the Indenture.


i






TABLE OF CONTENTS


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	
 


	
ARTICLE ONE

 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


	
 


	
Section
 1.01.

	
 

	
Definitions

	
 

	
1


	
 

	
 

	
 

	
 

	
 


	
Section
 1.02.

	
 

	
Compliance Certificates and Opinions

	
 

	
7


	
 

	
 

	
 

	
 

	
 


	
Section
 1.03.

	
 

	
Form of Documents Delivered to Trustee

	
 

	
8


	
 

	
 

	
 

	
 

	
 


	
Section
 1.04.

	
 

	
Act of Holders

	
 

	
9


	
 

	
 

	
 

	
 

	
 


	
Section
 1.05.

	
 

	
Notices, etc., to Trustee and Company

	
 

	
9


	
 

	
 

	
 

	
 

	
 


	
Section
 1.06.

	
 

	
Notice to Holders; Waiver

	
 

	
10


	
 

	
 

	
 

	
 

	
 


	
Section 1.07.

	
 

	
Immunity of Incorporators; Stockholders,
 Officers and Directors

	
 

	
10


	
 

	
 

	
 

	
 

	
 


	
Section
 1.08.

	
 

	
Conflict with Trust Indenture Act

	
 

	
10


	
 

	
 

	
 

	
 

	
 


	
Section
 1.09.

	
 

	
Effect of Headings and Table of Contents

	
 

	
11


	
 

	
 

	
 

	
 

	
 


	
Section
 1.10.

	
 

	
Successors and Assigns

	
 

	
11


	
 

	
 

	
 

	
 

	
 


	
Section
 1.11.

	
 

	
Separability Clause

	
 

	
11


	
 

	
 

	
 

	
 

	
 


	
Section
 1.12.

	
 

	
Benefits of Indenture

	
 

	
11


	
 

	
 

	
 

	
 

	
 


	
Section
 1.13.

	
 

	
Governing Law

	
 

	
11


	
 

	
 

	
 

	
 

	
 


	
Section
 1.14.

	
 

	
Cross References

	
 

	
11


	
 

	
 

	
 

	
 

	
 


	
Section
 1.15.

	
 

	
Counterparts

	
 

	
11


	
 

	
 

	
 

	
 

	
 


	
Section
 1.16.

	
 

	
Legal Holidays

	
 

	
11


	
 

	
 

	
 

	
 

	
 


	
Section
 1.17.

	
 

	
Securities in Foreign Currencies

	
 

	
12


	
 

	
 

	
 

	
 

	
 


	
Section
 1.18.

	
 

	
Force Majeure

	
 

	
12


	
 

	
 

	
 

	
 

	
 


	
ARTICLE TWO

 SECURITY FORMS


	
 

	
 

	
 

	
 

	
 


	
Section
 2.01.

	
 

	
Forms Generally

	
 

	
12


	
 

	
 

	
 

	
 

	
 


	
Section
 2.02.

	
 

	
Form of Certificate of Authentication

	
 

	
13


	
 

	
 

	
 

	
 

	
 


	
Section
 2.03.

	
 

	
Securities in Global Form

	
 

	
13


	
 

	
 

	
 

	
 

	
 


	
ARTICLE THREE

 THE SECURITIES


	
 

	
 

	
 

	
 

	
 


	
Section
 3.01.

	
 

	
Amount Unlimited; Issuable in Series

	
 

	
14


	
 

	
 

	
 

	
 

	
 


	
Section
 3.02.

	
 

	
Denominations

	
 

	
17


	
 

	
 

	
 

	
 

	
 


	
Section
 3.03.

	
 

	
Authentication and Dating

	
 

	
17





ii






TABLE OF CONTENTS

(continued)


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
Section
 3.04.

	
 

	
Execution of Securities

	
 

	
19


	
 

	
 

	
 

	
 

	
 


	
Section
 3.05.

	
 

	
Exchange and Registration of Transfer of
 Securities

	
 

	
20


	
 

	
 

	
 

	
 

	
 


	
Section
 3.06.

	
 

	
Mutilated, Destroyed, Lost or Stolen
 Securities

	
 

	
22


	
 

	
 

	
 

	
 

	
 


	
Section
 3.07.

	
 

	
Temporary Securities

	
 

	
23


	
 

	
 

	
 

	
 

	
 


	
Section
 3.08.

	
 

	
Payment of Interest; Interest Rights
 Preserved

	
 

	
23


	
 

	
 

	
 

	
 

	
 


	
Section
 3.09.

	
 

	
Persons Deemed Owners

	
 

	
25


	
 

	
 

	
 

	
 

	
 


	
Section 3.10.

	
 

	
Cancellation

	
 

	
25


	
 

	
 

	
 

	
 

	
 


	
Section 3.11.

	
 

	
Computation of Interest

	
 

	
25


	
 

	
 

	
 

	
 

	
 


	
Section
 3.12.

	
 

	
CUSIP Numbers

	
 

	
25


	
 

	
 

	
 

	
 

	
 


	
ARTICLE FOUR

 REDEMPTION OF SECURITIES


	
 


	
Section
 4.01.

	
 

	
Applicability of Article

	
 

	
26


	
 

	
 

	
 

	
 

	
 


	
Section
 4.02.

	
 

	
Election to Redeem; Notice to Trustee

	
 

	
26


	
 

	
 

	
 

	
 

	
 


	
Section
 4.03.

	
 

	
Selection by Trustee of Securities to Be
 Redeemed

	
 

	
26


	
 

	
 

	
 

	
 

	
 


	
Section
 4.04.

	
 

	
Notice of Redemption

	
 

	
27


	
 

	
 

	
 

	
 

	
 


	
Section
 4.05.

	
 

	
Deposit of Redemption Price

	
 

	
27


	
 

	
 

	
 

	
 

	
 


	
Section
 4.06.

	
 

	
Securities Payable on Redemption Date

	
 

	
27


	
 

	
 

	
 

	
 

	
 


	
Section
 4.07.

	
 

	
Securities Redeemed in Part

	
 

	
28


	
 

	
 

	
 

	
 

	
 


	
ARTICLE FIVE

 SINKING FUNDS


	
 


	
Section 5.01.

	
 

	
Applicability of Article

	
 

	
28


	
 

	
 

	
 

	
 

	
 


	
Section
 5.02.

	
 

	
Satisfaction of Mandatory Sinking Fund
 Payments with Securities

	
 

	
28


	
 

	
 

	
 

	
 

	
 


	
Section
 5.03.

	
 

	
Redemption of Securities for Sinking Fund

	
 

	
29


	
 

	
 

	
 

	
 

	
 


	
ARTICLE SIX

 SATISFACTION AND DISCHARGE


	
 


	
Section
 6.01.

	
 

	
Satisfaction and Discharge of Indenture

	
 

	
30


	
 

	
 

	
 

	
 

	
 


	
Section
 6.02.

	
 

	
Satisfaction, Discharge and Defeasance of
 Securities of any Series

	
 

	
32


	
 

	
 

	
 

	
 

	
 


	
Section
 6.03.

	
 

	
Application of Trust Money

	
 

	
33


	
 

	
 

	
 

	
 

	
 


	
Section
 6.04.

	
 

	
Paying Agent to Repay Moneys Held

	
 

	
33


	
 

	
 

	
 

	
 

	
 


	
Section
 6.05.

	
 

	
Return of Unclaimed Moneys

	
 

	
34


	
 

	
 

	
 

	
 

	
 





iii






TABLE OF CONTENTS

(continued)


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE SEVEN

 REMEDIES


	
 


	
Section
 7.01.

	
 

	
Events of Default

	
 

	
34


	
 

	
 

	
 

	
 

	
 


	
Section
 7.02.

	
 

	
Acceleration of Maturity; Rescission and
 Annulment

	
 

	
36


	
 

	
 

	
 

	
 

	
 


	
Section
 7.03.

	
 

	
Collection of Indebtedness and Suits for
 Enforcement by Trustee

	
 

	
37


	
 

	
 

	
 

	
 

	
 


	
Section
 7.04.

	
 

	
Trustee May File Proofs of Claim

	
 

	
38


	
 

	
 

	
 

	
 

	
 


	
Section
 7.05.

	
 

	
Trustee May Enforce Claims without
 Possession of Securities

	
 

	
39


	
 

	
 

	
 

	
 

	
 


	
Section
 7.06.

	
 

	
Application of Money Collected

	
 

	
39


	
 

	
 

	
 

	
 

	
 


	
Section
 7.07.

	
 

	
Limitation on Suits

	
 

	
39


	
 

	
 

	
 

	
 

	
 


	
Section
 7.08.

	
 

	
Unconditional Right of Holders to Receive
 Principal, Premium and Interest

	
 

	
40


	
 

	
 

	
 

	
 

	
 


	
Section
 7.09.

	
 

	
Restoration of Rights and Remedies

	
 

	
40


	
 

	
 

	
 

	
 

	
 


	
Section 7.10.

	
 

	
Rights and Remedies Cumulative

	
 

	
40


	
 

	
 

	
 

	
 

	
 


	
Section 7.11.

	
 

	
Delay or Omission Not Waiver

	
 

	
41


	
 

	
 

	
 

	
 

	
 


	
Section
 7.12.

	
 

	
Control by Holders

	
 

	
41


	
 

	
 

	
 

	
 

	
 


	
Section
 7.13.

	
 

	
Waiver of Past Defaults

	
 

	
41


	
 

	
 

	
 

	
 

	
 


	
Section
 7.14.

	
 

	
Undertaking for Costs

	
 

	
42


	
 

	
 

	
 

	
 

	
 


	
Section
 7.15.

	
 

	
Waiver of Stay or Extension Laws

	
 

	
42


	
 

	
 

	
 

	
 

	
 


	
ARTICLE EIGHT

 THE TRUSTEE


	
 


	
Section
 8.01.

	
 

	
Certain Duties and Responsibilities

	
 

	
42


	
 

	
 

	
 

	
 

	
 


	
Section
 8.02.

	
 

	
Notice of Defaults

	
 

	
43


	
 

	
 

	
 

	
 

	
 


	
Section
 8.03.

	
 

	
Certain Rights of Trustee

	
 

	
44


	
 

	
 

	
 

	
 

	
 


	
Section
 8.04.

	
 

	
Not Responsible for Recitals or Issuance of
 Securities

	
 

	
45


	
 

	
 

	
 

	
 

	
 


	
Section
 8.05.

	
 

	
May Hold Securities

	
 

	
45


	
 

	
 

	
 

	
 

	
 


	
Section
 8.06.

	
 

	
Money Held in Trust

	
 

	
46


	
 

	
 

	
 

	
 

	
 


	
Section
 8.07.

	
 

	
Compensation and Reimbursement

	
 

	
46


	
 

	
 

	
 

	
 

	
 


	
Section
 8.08.

	
 

	
Disqualification; Conflicting Interests

	
 

	
46


	
 

	
 

	
 

	
 

	
 


	
Section
 8.09.

	
 

	
Corporate Trustee Required; Different
 Trustees for Different Series; Eligibility

	
 

	
47


	
 

	
 

	
 

	
 

	
 


	
Section 8.10.

	
 

	
Resignation and Removal; Appointment of
 Successor

	
 

	
47





iv






TABLE OF CONTENTS

(continued)


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	
 


	
Section 8.11.

	
 

	
Acceptance of Appointment by Successor

	
 

	
49


	
 

	
 

	
 

	
 

	
 


	
Section
 8.12.

	
 

	
Merger, Conversion, Consolidation or
 Succession to Business

	
 

	
49


	
 

	
 

	
 

	
 

	
 


	
Section
 8.13.

	
 

	
Preferential Collection of Claims against
 Company

	
 

	
50


	
 

	
 

	
 

	
 

	
 


	
Section
 8.14.

	
 

	
Authenticating Agent

	
 

	
50


	
 

	
 

	
 

	
 

	
 


	
ARTICLE NINE

 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

	
 

	
 


	
 

	
 

	
 


	
Section
 9.01.

	
 

	
Company to Furnish Trustee Names and
 Addresses of Holders

	
 

	
51


	
 

	
 

	
 

	
 

	
 


	
Section
 9.02.

	
 

	
Preservation of Information; Communications
 to Holders

	
 

	
51


	
 

	
 

	
 

	
 

	
 


	
Section
 9.03.

	
 

	
Reports by Trustee

	
 

	
53


	
 

	
 

	
 

	
 

	
 


	
Section
 9.04.

	
 

	
Reports by Company

	
 

	
53


	
 

	
 

	
 

	
 

	
 


	
ARTICLE TEN

 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


	
 


	
Section
 10.01.

	
 

	
Company May Consolidate, etc., Only on
 Certain Terms

	
 

	
54


	
 

	
 

	
 

	
 

	
 


	
Section
 10.02.

	
 

	
Successor Corporation Substituted

	
 

	
54


	
 

	
 

	
 

	
 

	
 


	
ARTICLE ELEVEN

 SUPPLEMENTAL INDENTURES


	
 


	
Section 11.01.

	
 

	
Supplemental Indentures without Consent of
 Holders

	
 

	
55


	
 

	
 

	
 

	
 

	
 


	
Section
 11.02.

	
 

	
Supplemental Indentures with Consent of
 Holders

	
 

	
56


	
 

	
 

	
 

	
 

	
 


	
Section 11.03.

	
 

	
Execution of Supplemental Indentures

	
 

	
57


	
 

	
 

	
 

	
 

	
 


	
Section
 11.04.

	
 

	
Notice of Supplemental Indenture

	
 

	
58


	
 

	
 

	
 

	
 

	
 


	
Section
 11.05.

	
 

	
Effect of Supplemental Indentures

	
 

	
58


	
 

	
 

	
 

	
 

	
 


	
Section
 11.06.

	
 

	
Conformity with Trust Indenture Act

	
 

	
58


	
 

	
 

	
 

	
 

	
 


	
Section
 11.07.

	
 

	
Reference in Securities to Supplemental
 Indentures

	
 

	
58


	
 

	
 

	
 

	
 

	
 


	
ARTICLE TWELVE

 COVENANTS


	
 


	
Section
 12.01.

	
 

	
Payment of Principal, Premium and Interest

	
 

	
58


	
 

	
 

	
 

	
 

	
 


	
Section
 12.02.

	
 

	
Maintenance of Office or Agency

	
 

	
59


	
 

	
 

	
 

	
 

	
 


	
Section
 12.03.

	
 

	
Money for Securities Payments to Be Held in
 Trust

	
 

	
59


	
 

	
 

	
 

	
 

	
 


	
Section
 12.04.

	
 

	
Payment of Taxes and Other Claims

	
 

	
60


	
 

	
 

	
 

	
 

	
 


	
Section
 12.05.

	
 

	
Statement as to Compliance

	
 

	
60


	
 

	
 

	
 

	
 

	
 


	
Section
 12.06.

	
 

	
Corporate Existence

	
 

	
61





v






TABLE OF CONTENTS

(continued)


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	
 


	
Section 12.07.

	
 

	
Permit No Vacancy in Office of Trustee

	
 

	
61


	
 

	
 

	
 

	
 

	
 


	
Section
 12.08.

	
 

	
Other Instruments and Acts

	
 

	
61


	
 

	
 

	
 

	
 

	
 


	
Section
 12.09.

	
 

	
Waiver

	
 

	
61


	
 

	
 

	
 

	
 

	
 


	
ARTICLE THIRTEEN

 SUBORDINATION OF SECURITIES


	
 


	
Section
 13.01.

	
 

	
Securities Subordinate to Senior
 Indebtedness

	
 

	
61


	
 

	
 

	
 

	
 

	
 


	
Section
 13.02.

	
 

	
Payments to Securityholders

	
 

	
62


	
 

	
 

	
 

	
 

	
 


	
Section
 13.03.

	
 

	
Subrogation to Rights of Holders of Senior
 Indebtedness

	
 

	
63


	
 

	
 

	
 

	
 

	
 


	
Section
 13.04.

	
 

	
No Impairment of Subordination

	
 

	
64


	
 

	
 

	
 

	
 

	
 


	
Section
 13.05.

	
 

	
Trustee to Effectuate Subordination

	
 

	
64


	
 

	
 

	
 

	
 

	
 


	
Section
 13.06.

	
 

	
Notice to Trustee

	
 

	
65


	
 

	
 

	
 

	
 

	
 


	
Section
 13.07.

	
 

	
Reliance on Certificate of Liquidating
 Agent

	
 

	
66


	
 

	
 

	
 

	
 

	
 


	
Section
 13.08.

	
 

	
Trustee Not Fiduciary for Holders of Senior
 Indebtedness

	
 

	
66


	
 

	
 

	
 

	
 

	
 


	
Section
 13.09.

	
 

	
Rights of Trustee as Holder of Senior
 Indebtedness

	
 

	
66


	
 

	
 

	
 

	
 

	
 


	
Section
 13.10.

	
 

	
Article Applicable to Paying Agent

	
 

	
66





vi








          INDENTURE,
dated as of August 1, 2007, between AMERICAN EXPRESS COMPANY, a New York
corporation, having its principal office at 200 Vesey Street, New York, New
York 10285 (the “Company”), and THE BANK OF NEW YORK, a New York banking
corporation, having its corporate trust office at 101 Barclay Street, New York,
New York 10286, as trustee hereunder (the “Trustee”).


RECITALS OF THE COMPANY


          The
Company is authorized to borrow money for its corporate purposes and to issue
debentures, notes or other evidences of unsecured, subordinated indebtedness
therefor; and for its corporate purposes, the Company has determined to make
and issue its debentures, notes or other evidences of unsecured, subordinated
indebtedness to be issued in one or more series (the “Securities”), as
hereinafter provided, up to such principal amount or amounts as may from time
to time be authorized by or pursuant to the authority granted in one or more
resolutions of the Board of Directors.


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


          NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


          That,
in consideration of the premises and of the mutual covenants herein contained
and of the purchase and acceptance of the Securities by the holders thereof and
of the sum of One Dollar to the Company duly paid by the Trustee at or before
the ensealing and delivery of these presents, and for other valuable
considerations, the receipt whereof is hereby acknowledged, and in order to
declare the terms and conditions upon which the Securities are to be issued, IT
IS HEREBY COVENANTED, DECLARED AND AGREED, by and between the parties hereto,
that all the Securities are to be executed, authenticated and delivered subject
to the further covenants and conditions hereinafter set forth; and the Company,
for itself and its successors, does hereby covenant and agree to and with the
Trustee and its successors in said trust, for the benefit of those who shall
hold the Securities, or any of them, and, with respect to the provisions of
Article Thirteen, the holders of Senior Indebtedness (as hereinafter defined)
as follows:


ARTICLE ONE


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


          Section
1.01. Definitions.


          For
all purposes of this Indenture, of all indentures supplemental hereto and all
Securities issued hereunder except as otherwise expressly provided or unless
the context otherwise requires: (a) the terms defined in this Article shall
have the meanings assigned to them in this Article, and include the plural as
well as the singular; (b) all terms used in this Indenture, in any indenture
supplemental hereto or in any such Securities that are defined in the Trust Indenture
Act shall have the meanings assigned to them in said Act; and (c) all
accounting terms not otherwise defined herein or in such Securities shall have
the meanings assigned to them in accordance with generally accepted accounting
principles in effect at the date of computation.


1





          Certain
terms used in Article Eight hereof are defined in that Article.


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


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


          “Authenticating
Agent:” See Section 8.14 hereof.


          “Authorized
Newspaper” means a newspaper of general circulation in
the same city in which the Place of Payment with respect to Securities of a
series shall be located or in the Borough of Manhattan, The City of New York,
printed in the English language and customarily published on each Business Day,
whether or not published on Saturdays, Sundays or holidays. Whenever successive
weekly publications in an Authorized Newspaper are required hereunder, they may
be made (unless otherwise expressly provided herein) on the same or different
days of the week and in the same or in different Authorized Newspapers.


          “Bearer
Rules” means the provisions of the Internal Revenue
Code, in effect from time to time, governing the treatment of bearer
obligations and any regulations thereunder including, to the extent applicable
to any series of Securities, proposed or temporary regulations.


          “Board
of Directors” means either the board of directors of
the Company or any committee of that board duly authorized to act hereunder or
any directors and/or officers of the Company to whom that board or committee
shall have delegated its authority.


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


          “Business
Day” means, subject to modification hereof by any
Board Resolution or supplemental indenture provided for by Section 3.01, (i)
when used with respect to any payment, each Monday, Tuesday, Wednesday,
Thursday and Friday that is not a day on which banking institutions in the
Place of Payment with respect to such payment are authorized or required by law
or executive order to close and (ii) when used for any other purpose, each
Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which
banking institutions in the Borough of Manhattan, The City of New York, or in
the city in which the Corporate Trust Office of the Trustee is located are
authorized or required by law or executive order to close.


          “Certificate
of Authentication:” See Section 2.02.


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


2





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.


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


          “Company
Consent,” “Company Order” and “Company Request” mean,
respectively, a written consent, order or request signed in the name of the
Company by any one of its Officers and delivered to the Trustee.


          “Corporate
Trust Office” means the principal office of the
Trustee at which at any particular time its corporate trust business shall be
principally administered, which office of The Bank of New York, at the date of
the execution of this Indenture, is located at 101 Barclay Street, New York,
New York 10286, Attn: Corporate Trust Administration.


          “corporation”
means a corporation, association, company or business
trust.


          “Debt”
of any Person at any date means all obligations which
in accordance with generally accepted accounting principles would be included
in determining total liabilities as shown on the liabilities side of the
balance sheet of such Person at such date. Such term shall include all
obligations of such Person guaranteeing any Debt of any third Person.


          “Defaulted
Interest:” See Section 3.08 hereof.


          “Depositary”
when used with respect to the Securities of any series
issuable or issued, in whole or in part, in the form of a Global Security,
means the Person designated as Depositary by the Company pursuant to Section
3.01 until a successor Depositary shall have been designated pursuant to the
applicable provisions of this Indenture, and thereafter “Depositary” shall mean
or include each Person who is then a Depositary hereunder, and if at any time
there is more than one such Person, “Depositary” as used with respect to the
Securities of any such series shall mean the Depositary with respect to the
Securities of that series.


          “Dollars”
and the sign “$” mean the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.


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


          “Event
of Default:” See Section 7.01 hereof.


          “Federal
Bankruptcy Code:” See Section 7.01 hereof.


          “Foreign
Currency” means any currency issued by the government
of any country other than the United States of America or any composite
currency (including, without limitation, the Euro).


3





          “Global
Security” means a Security issued to evidence all or a
part of any series of Securities that is executed by the Company and
authenticated and delivered to the Depositary or pursuant to the Depositary’s
instructions, all in accordance with this Indenture and pursuant to a Company
Order, which shall be registered in the name of the Depositary or its nominee.


          “Holder”
means, unless otherwise established as contemplated by
Section 3.01 with respect to the Securities of any series, a Person in whose
name a Security of any series is registered in the Securities Register for the
Securities of such series.


          “Indenture”
means this instrument as originally executed, or as it
may be amended or supplemented from time to time as herein provided, and shall
include the form and terms of particular series of Securities established as
contemplated hereunder.


          “interest”
when used with respect to any non-interest bearing
Security means interest payable after Maturity thereto.


          “Interest
Payment Date” means the Stated Maturity of an
installment of interest on the Securities of any series.


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


          “Members:”
See Section 3.04(e) hereof.


          “Officer”
means the Chairman of the Board, any one of the Vice
Chairmen, the President, any one of the Vice Presidents, the Treasurer, any one
of the Assistant Treasurers, the Comptroller, any one of the Assistant
Comptrollers, the Secretary or any one of the Assistant Secretaries of the
Company.


          “Officer’s
Certificate” means a certificate of the Company signed
by any one of its Officers and delivered to the Trustee. Wherever this
Indenture requires that an Officer’s Certificate be signed also by an
accountant or other expert, such accountant or other expert (except as
otherwise expressly provided in this Indenture) may be in the employ of the
Company.


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


          “Original
Issue Discount Security” means any Security that
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration pursuant to Section 7.02 hereof.


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


	
  

 	
  

 
	
  

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

 


4









	
  

 	
  

 
	
  

 	
           (b)     Securities or
 portions thereof for whose payment or redemption the necessary amount of
 money or other trust funds, including trust funds established under Section
 6.01 or 6.02 hereof, has been theretofore deposited with the Trustee or any
 Paying Agent (other than the Company or any other obligor on the Securities)
 in trust for the Holders of such Securities or shall have been set aside and
 segregated in trust by the Company or any other obligor on the Securities (if
 the Company or any other obligor on the Securities shall act as its own
 Paying Agent) for the Holders of such Securities; provided, however, that, if such Securities or portions
 thereof are to be redeemed, notice of such redemption has been duly given
 pursuant to this Indenture or provision therefor satisfactory to the Trustee
 has been made; and

 
	
  

 	
  

 
	
  

 	
           (c)     Securities which
 have been paid pursuant to Section 3.06 or in exchange for or in lieu of
 which other Securities have been authenticated and delivered pursuant to this
 Indenture other than any such Securities in respect of which there shall have
 been presented to the 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
Securities Outstanding have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, (i) Securities owned by the
Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded (Securities so owned that
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or such other
obligor), and (ii) the principal amount of an Original Issue Discount Security
that shall be deemed to be outstanding for such purposes shall be the amount of
the principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration pursuant to Section 7.02
hereof.


          “Overdue
Rate” with respect to any series of the Securities
means the rate designated as such in or pursuant to a Board Resolution or
supplemental indenture, as the case may be, relating to such series as
contemplated by Section 3.01 hereof, or if not so designated, the rate of
interest, if any, on such series of Securities.


          “Paying
Agent” means any Person 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,
limited liability company, joint venture, joint stock company, association,
trust, unincorporated organization or government or any agency or political
subdivision thereof.


          “Place
of Payment” when used with respect to the Securities
of any series, means the place or places where the principal of (and premium,
if any) and interest, if any, on the Securities


5





of such series
are payable as specified as contemplated by Section 3.01 or, if not so
specified, as specified in Section 12.02.


          “Principal
Subsidiaries” of the Company means the following so
long as they continue to be Subsidiaries: American Express Travel Related
Services Company, Inc., American Express Financial Corporation, American
Express Bank Ltd. and any one or more Subsidiaries of the Company that shall
succeed to all or substantially all of the business of any of the foregoing
Subsidiaries or succeed to the ownership of all or substantially all of the
property and assets of any of the foregoing Subsidiaries.


          “record
date:” See Section
3.08 hereof.


          “Redemption
Date,” when used with respect to any Security to be
redeemed, means the date fixed for such redemption in or pursuant to a Board
Resolution or supplemental indenture, as the case may be, with respect to the
Securities of such series as contemplated by Section 3.01 hereof.


          “Redemption
Price,” when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to a Board
Resolution or supplemental indenture, as the case may be, with respect to the
Securities of such series as contemplated by Section 3.01 hereof, exclusive of
interest accrued and unpaid to the Redemption Date.


          “Responsible
Officer,” shall mean, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person’s knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.


          “Securities:”
See RECITALS OF THE COMPANY herein.


          “Securities
Register” and “Securities Registrar:” See Section 3.05
hereof.


          “Senior
Indebtedness” means all indebtedness incurred or
guaranteed by the Company for money borrowed whether outstanding on the date
hereof or incurred in the future, all deferrals, renewals or extensions of any
such indebtedness and all indebtedness issued in exchanges for any such
indebtedness, unless, in any such case, such indebtedness or guarantee provides
by its terms that it shall not constitute Senior Indebtedness.


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


          “Subsidiary”
of any Person means (i) any corporation of which such
Person at the time owns or controls, directly or through an intervening medium,
more than fifty per cent (50%)
of each class of outstanding Voting Stock, (ii) any limited liability company,
general partnership, joint venture, joint stock company or similar entity, of
which such Person at the time owns or


6





controls,
directly or indirectly, more than fifty per cent (50%) of its outstanding partnership, membership or similar
voting interests, as the case may be and (iii) any limited partnership of which
such Person, directly or indirectly, is a general partner, and unless otherwise
specified shall mean a Subsidiary of the Company.


          “Trustee”
means the Person named as the “Trustee” in the first paragraph of this
instrument and, subject to the provisions of Article Eight hereof, shall also
include its successors and assigns as Trustee hereunder. If there shall be at
any one time more than one Trustee hereunder, “Trustee”
shall mean each such Trustee and shall apply to each such Trustee
only with respect to those series of the Securities with respect to which it is
serving as Trustee.


          “Trust
Indenture Act” means the Trust Indenture Act of 1939,
as amended and as in force at the date as of which this instrument was
executed, except as provided in Section 11.06 hereof.


          “U.S.
Government Obligations” means securities that are (i)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, which, in either case,
are not callable or redeemable at the option of the issuer thereof, and which
shall also include a depository receipt issued by a commercial bank or trust
company as custodian with respect to any such obligation set forth in (i) or
(ii) above or a specific payment of interest on or principal of any such
obligation held by such custodian for the account of the holder of a depository
receipt; provided, however, 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 obligation evidenced by
such depository receipt or the specific payment of interest on or principal of
such obligation.


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


          “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 such 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).


          Section
1.02. Compliance Certificates and Opinions.


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


7





          Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (b)     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;

 
	
  

 	
  

 
	
  

 	
           (c)     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

 
	
  

 	
  

 
	
  

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

 



          Section
1.03. Form of Documents Delivered to
Trustee.


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


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


          Any
certificate, statement or opinion of an Officer of the Company or of counsel
may be based, insofar as it relates to accounting matters, upon a certificate
or opinion of or representations by an accountant or firm of accountants in the
employ of the Company, unless such Officer or counsel, as the case may be,
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the accounting matters upon which
his or her certificate, statement or opinion is based 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 to form one
instrument.


8





          Section
1.04. Act 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 may be embodied in
 and evidenced by one or more instruments of substantially similar tenor
 signed by such Holders in person or by agent duly appointed in writing; and,
 except as herein otherwise expressly provided, such action shall become
 effective when such instrument or instruments are delivered to the Trustee,
 and, where it is hereby expressly required, to the Company. Such instrument
 or instruments (and the action embodied therein and evidenced thereby) are
 herein sometimes referred to as the “Act”
 of the Holders signing such instrument or instruments. Proof of
 execution of any such instrument or of a writing appointing any such agent
 shall be sufficient for any purpose of this Indenture and (subject to Section
 8.01 hereof) conclusive in favor of the Trustee and the Company, if made in
 the manner provided in this Section 1.04.

 
	
  

 	
  

 
	
  

 	
           (b)     The fact and date
 of the execution by any Person of any such instrument or writing, or the
 authority of the Person executing the same, may be proved in any manner which
 the Trustee deems sufficient and in accordance with such reasonable
 requirements as the Trustee may determine.

 
	
  

 	
  

 
	
  

 	
           (c)     The ownership of
 Securities of any series shall be proved by the Securities Register.

 
	
  

 	
  

 
	
  

 	
           (d)     Any
     request, demand, authorization, direction, notice, consent, waiver or other
     action by the Holder of any Security shall bind 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 or suffered to be done by
     the Trustee or the Company or any agent of the Trustee or the Company in
     reliance thereon, whether or not notation of such action is made upon such
     Security.

 
	
  

 	
  

 
	
  

 	
           (e)     The Company may
 set a record date for purposes of determining the identity of Holders
 entitled to vote or consent or take any other action under this Indenture,
 which record date shall not be more than 60 days nor less than 10 days prior
 to the solicitation with respect thereto, and only such Holders shall be so
 entitled.

 



          Section
1.05. Notices, etc., to Trustee and Company.


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (b)     the Company by
 the Trustee or by any Holder shall be sufficient for every purpose hereunder
 (except as provided in Subsections (d) and (f) of Section 7.01 hereof) if in
 writing and mailed, first-class postage prepaid, to the Company addressed to
 it at the

 


9









	
  

 	
  

 
	
  

 	
 address of
 its principal office specified in the first paragraph of this instrument or
 at any other address previously furnished in writing to the Trustee by the
 Company.

 



          Section
1.06. Notice to Holders; Waiver.


          Where
this Indenture provides for notice to Holders of any event, such notice shall
be sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to each Holder affected by
such event, at his address as it appears in the Securities 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 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. Any notice mailed in the manner prescribed by
this Indenture shall be deemed to have been given whether or not such Holder
receives said notice. In case by reason of the suspension of regular mail
service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification as shall be made with the approval of
the Trustee shall constitute a sufficient notification for every purpose
hereunder. 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
1.07. Immunity of Incorporators;
Stockholders, Officers and Directors.


          No
recourse shall be had for the payment of the principal of (and premium, if any)
or the interest, if any, on any Security of any series, or for any claim based
thereon, or upon any obligation, covenant or agreement of this Indenture,
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any successor corporation, either
directly or indirectly through the Company or any successor corporation,
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise; it being expressly
agreed and understood that this Indenture and all the Securities of each series
are solely corporate obligations, and that no personal liability whatever shall
attach to, or is incurred by, any incorporator, stockholder, officer or
director, past, present or future, of the Company or of any successor corporation,
either directly or indirectly through the Company or any successor corporation,
because of the incurring of the indebtedness hereby authorized or under or by
reason of any of the obligations, covenants or agreements contained in this
Indenture or in any of the Securities of each series, or to be implied herefrom
or therefrom; and that all such personal liability is hereby expressly released
and waived as a condition of, and as part of the consideration for, the
execution of this Indenture and the issue of the Securities of each series.


          Section
1.08. Conflict with Trust Indenture Act.


          If
any provision hereof limits, qualifies or conflicts with another provision
hereof that is required to be included in this Indenture by any of the
provisions of the Trust Indenture Act, such required provision shall control.


10





          Section 1.09.
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 1.10.
Successors and Assigns.


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


          Section 1.11.
Separability Clause.


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


          Section
1.12. Benefits of Indenture.


          Nothing
in this Indenture or in the Securities, expressed or implied, shall give to any
Person, other than the parties hereto and their successors hereunder, the
Holders of the Securities and, with respect to the provisions of Article
Thirteen, the Holders of Senior Indebtedness, any benefit or any legal or
equitable right, remedy or claim under this Indenture.


          Section
1.13. Governing Law.


          This
Indenture and each Security shall be deemed to be a contract made under the
laws of the State of New York and this Indenture and each Security for all
purposes shall be governed by and construed in accordance with the laws of the
State of New York.


          Section
1.14. Cross References.


          All
references herein to “Articles” and
other subdivisions are to the corresponding Articles or other subdivisions of
this Indenture; and the words “herein,”
“hereof,” “hereby,” “hereunder,” “hereinbefore” and “hereinafter” and
other words of similar purport refer to this Indenture generally and not to any
particular Article, Section or other subdivision hereof.


          Section
1.15. Counterparts.


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


          Section
1.16. Legal Holidays.


          In
any case where any Interest Payment Date, Redemption Date or Stated Maturity of
a Security of any series is not a Business Day at the relevant Place of Payment
with respect to Securities of such series, then notwithstanding any other
provision of this Indenture or the Securities, payment of interest, if any, or
principal and premium, if any, with respect to such Security need not be made
at such Place of Payment on such date but may be made on the next


11





succeeding
Business Day at such Place of Payment with the same force and effect as if made
on such Interest Payment Date or Redemption Date or at the Stated Maturity, and
no interest shall accrue on such payment for the period from and after such
Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.


          Section 1.17.
Securities in Foreign Currencies.


          Whenever
this Indenture provides for any action by, or any distribution to, Holders of
Securities denominated in Dollars and in any Foreign Currency, in the absence
of any provision to the contrary established as contemplated by Section 3.01
for the Securities of any particular series, any amount in respect of any
Security denominated in a Foreign Currency shall be treated for any such action
or distribution as that amount of Dollars that could be obtained for such
amount on such reasonable basis of exchange and as of such date as the Company
may specify in a Company Order.


          The Trustee
shall segregate moneys, funds and accounts held by the Trustee in one currency
or currency unit from any moneys, funds or accounts in any other currencies or
currency units, notwithstanding any provision herein which would otherwise
permit the Trustee to commingle such amounts.


          Section 1.18. 
Force Majeure.


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


ARTICLE TWO


SECURITY FORMS


          Section
2.01. Forms Generally.


          The
Securities of each series shall be in substantially the form as shall be
established by or pursuant to the authority granted in 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 any law or with any rules made pursuant thereto or with
any rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution of the Securities.


          The
definitive Securities of each series shall be printed, lithographed or engraved
or produced by any combination of these methods on steel engraved borders or
may be produced in


12





any other
manner, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.


          Section
2.02. Form of Certificate of Authentication.


          The
Certificate of Authentication on all Securities shall be in substantially the
following form:


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


	
  

 	
  

 	
  

 
	
  

 	
 The Bank of
 New York,

 as Trustee

 
	
  

 	
  

 	
  

 
	
  

 	 

 
	
  

 	
 By

 	
  [Authorized Officer or

 
	
  

 	
  

 	
 Authorized Signatory]

 
	
  

 	
  

 	
  

 
	
  

 	
 or

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	 

 
	
  

 	
 By

 	
  [As Authenticating Agent]

 
	
  

 	
  

 	
  

 
	
  

 	 

 
	
  

 	
 By

 	
  [Authorized Officer or

 
	
  

 	
  

 	
 Authorized Signatory]

 



          Section
2.03. Securities in Global Form.


          If
any Security of a series is issuable as a Global Security (in whole or in
part), such Global Security may provide that it shall represent the aggregate
principal amount of Outstanding Securities of such series from time to time
represented thereby in the records of the Trustee or endorsed thereon and may
also provide that the aggregate principal amount of Outstanding Securities of
such series represented thereby in the records of the Trustee or endorsed
thereon may from time to time be reduced or increased. Any change in the
records of the Trustee or any endorsement of a Global Security to reflect the
aggregate principal amount, or any increase or decrease in the amount, of
Outstanding Securities represented thereby shall be made by the Trustee in
accordance with provisions established as contemplated by Section 3.01.


13







ARTICLE THREE


THE SECURITIES


          Section
3.01. Amount Unlimited; Issuable in Series.


          The
aggregate principal amount of Securities that 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
or pursuant to a Board Resolution or one or more indentures supplemental
hereto, prior to the issuance of any Securities of any series:


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (b)     any
 limit upon the aggregate principal amount of the Securities of such 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 such series pursuant to
 Sections 3.05, 3.06, 3.07, 4.07, or 11.07 hereof);

 
	
  

 	
  

 
	
  

 	
           (c)     the date or
 dates (or manner of determining the same) on which the principal of and
 premium, if any, on the Securities of such series is payable (which if so
 provided in or pursuant to the authority granted in such Board Resolution or
 supplemental indenture, may be determined by the Company from time to time
 and set forth in the Securities of the series issued from time to time);

 
	
  

 	
  

 
	
  

 	
           (d)     the
 Persons to whom interest on Securities of such series shall be payable, if
 other than the Persons in whose names such Securities are registered at the
 close of business on the record date for such interest;

 
	
  

 	
  

 
	
  

 	
           (e)     the
 rate or rates (or manner of determining the same) at which the Securities of
 such series shall bear interest, if any, the date or dates from which such
 interest shall accrue (which, in either case or both, if so provided in or
 pursuant to the authority granted in such Board Resolution or supplemental
 indenture, may be determined by the Company from time to time and set forth
 in the Securities of the series issued from time to time), the Interest
 Payment Dates on which such interest shall be payable (or manner of
 determining the same) and, if other than as set forth in Section 3.08 hereof,
 the record date for the determination of Holders to whom interest is payable
 and the basis upon which interest shall be calculated if other than as set
 forth in Section 3.11;

 
	
  

 	
  

 
	
  

 	
           (f)     the
 place or places at which (i) the principal of and premium, if any, and
 interest, if any, on Securities of such series shall be payable if other than
 as set forth in the third sentence of Section 12.02, (ii) registration of
 transfer of Securities of such series may be effected, (iii) exchanges of
 Securities of such series may be effected and (iv) notice and demands to or
 upon the Company in respect of the Securities of such series

 


14









	
  

 	
  

 
	
  

 	
 and this Indenture may be served; and if such is the case, that the
 principal of such Securities shall be payable without the presentment or
 surrender thereof;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (i)     if
 other than Dollars, the Foreign Currency in which payment of the principal
 of, premium, if any, and interest, if any, on the Securities of such series
 shall be payable or in which such Securities will be denominated;

 
	
  

 	
  

 
	
  

 	
           (j)     if
 the principal of, premium, if any, or interest, if any, on the Securities of
 such series are to be payable, at the election of the Company or a Holder
 thereof, in a coin or currency (which may be a composite currency) other than
 that in which such Securities are stated to be payable, the period or periods
 within which, and the terms and conditions upon which, such election may be
 made;

 
	
  

 	
  

 
	
  

 	
           (k)     if
 denominated or payable in any coin or currency, including composite
 currencies, other than Dollars, or if the terms of the Securities provide
 that the principal amount thereof payable at maturity may be more or less
 than the principal face amount thereof at original issuance, the method by
 which the Securities of such series shall be valued, which may be any
 reasonable method, against the Securities of all other series for voting, the
 giving of any request, demand, authorization, direction, notice, consent or
 waiver, distribution and all other purposes hereof and any provisions
 required for purposes of applying Sections 6.01 and 6.02;

 
	
  

 	
  

 
	
  

 	
           (l)     if
 the amount of payments of principal of and premium, if any, or interest, if
 any, on the Securities of such series may be determined with reference to an
 index, the formula or other method (which may be based on one or more
 currencies (including a composite currency), commodities, equity indices or
 other indices), and the manner in which such amounts shall be determined;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (n)     if
 other than the principal amount thereof, the portion of the principal amount
 of Securities of such series that shall be payable upon declaration of
 acceleration of the Maturity thereof pursuant to Section 7.02 hereof or the
 method by which such portion shall be determined;

 
	
  

 	
  

 
	
  

 	
           (o)     any
 addition to, or modification or deletion of; any Event of Default or any
 covenant of the Company specified herein with respect to the Securities of
 such series;

 


15









	
  

 	
  

 
	
  

 	
           (p)     if
 other than the rate of interest, if any, stated in the title of the
 Securities of such series, the applicable Overdue Rate;

 
	
  

 	
  

 
	
  

 	
           (q)     if
 the Securities of such series do not bear interest, the applicable dates for
 purposes of Section 9.01 hereof;

 
	
  

 	
  

 
	
  

 	
           (r)     the
 inapplicability, if such is to be the case, to the Securities of such series
 of Section 6.02 relating to satisfaction, discharge and defeasance of
 Securities and any modification to Section 6.02;

 
	
  

 	
  

 
	
  

 	
           (s)     if
 other than The Bank of New York is to act as Trustee for the Securities of
 such series, the name and Corporate Trust Office of such Trustee;

 
	
  

 	
  

 
	
  

 	
           (t)     whether
the Securities
of such
 series shall be issued in whole or in part in the form of a Global Security
 or Securities and, in such case the terms and conditions, if any, upon which
 such Global Security or Securities may be exchanged in whole or in part for
 definitive Securities, the Depositary for such Global Security or Securities (which
 shall be a clearing agency registered under the Exchange Act, or any other
 applicable statute or regulation, to the extent required thereunder),
 whether such Global Security shall be permanent or temporary, any limitations
 on the rights of the Holder or Holders to transfer or exchange the same or to
 obtain the registration of transfer thereof in addition to or in lieu of
 those set forth in Section 3.05, any limitations on the rights of the Holder
 or Holders thereof to obtain certificates in definitive form, and, the
 provisions for determining the aggregate principal amount of Outstanding
 Securities from time to time represented thereby and any and all matters
 incidental to such Global Security or Securities;

 
	
  

 	
  

 
	
  

 	
           (u)     if
the Securities of such series may
 be converted into or exchanged for other securities of the Company or any
 other Persons, the terms and conditions pursuant to which the Securities of
 such series may be converted or exchanged;

 
	
  

 	
  

 
	
  

 	
           (v)     if
the principal of or premium, if
 any, or interest, if any, on the Securities of such series are to be payable,
 at the election of the Company or a Holder thereof, in securities or other
 property, the type and amount of such securities or other property, or the
 method by which such amount shall be determined, and the periods within
 which, and the terms and conditions upon which, any such election may be
 made;

 
	
  

 	
  

 
	
  

 	
           (w)     if
the Securities of any such series
 are to be issuable as bearer securities, any and all matters incidental
 thereto;

 
	
  

 	
  

 
	
  

 	
           (x)     if
the Securities of such series are
 to be issued upon the exercise of a warrant or right, the time, manner and
 place for such Securities to be authenticated and delivered; and

 
	
  

 	
  

 
	
  

 	
           (y)     any other terms of the Securities of
 such series (which terms shall not be inconsistent with the provisions of
 this Indenture, shall conform to any applicable requirements of the Trust
 Indenture Act, and shall not materially adversely affect the rights of the
 Holders of Securities then outstanding).

 


16





          All
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to the
authority granted in such Board Resolution or in any such indenture
supplemental hereto. All Securities of any one series need not be issued at the
same time, and, unless otherwise provided, a series may be reopened for
issuance of additional Securities of such series.


          Section
3.02. Denominations.


          Unless
otherwise established as contemplated by Section 3.01, the Securities of each
series shall be issuable only in registered form without coupons in such
denominations as shall be specified as contemplated by Section 3.01 hereof. In
the absence of any such specification with respect to the Securities of any
series, the Securities of such series shall be issuable in denominations of
$1,000 and any integral multiple thereof.


          Section
3.03. Authentication and Dating.


          At any time
and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the
Trustee for authentication. Except as otherwise provided in this Article, the
Trustee shall thereupon authenticate and deliver, or cause to be authenticated
and delivered, said Securities pursuant to a Company Order without any further
action by the Company. Securities shall be dated the date of their
authentication. In authenticating (or causing authentication of) such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be provided with, prior to
the initial authentication of such Securities, and (subject to Sections 8.01
and 8.03 hereof) shall be fully protected in relying upon:


	
  

 	
  

 	
  

 
	
  

 	
           (a)     a
 Board Resolution relating thereto and, if applicable, an appropriate record
 of any action taken pursuant to such resolution, in each case certified by
 the Secretary or an Assistant Secretary of the Company;

 
	
  

 	
  

 
	
  

 	
           (b)     an
 executed supplemental indenture, if any, relating thereto;

 
	
  

 	
  

 
	
  

 	
           (c)     an
 Officer’s Certificate setting forth the form and terms of the Securities of
 such series established pursuant to Sections 2.01 and 3.01 hereof (to the
 extent not set forth in the documents delivered pursuant to Subsections
 3.03(a) or 3.03(b)) and stating that all conditions precedent provided for in
 this Indenture relating to the issuance of such Securities have been complied
 with, that no Event of Default with respect to any series of Securities has
 occurred and is continuing and that the issuance of such Securities is not
 and will not result in (i) an Event of Default or an event or condition that,
 upon the giving of notice (or the acquisition of knowledge) or the lapse of
 time or both, would become an Event of Default or (ii) a default under the
 provisions of any other material instrument or agreement by which the Company
 is bound; and

 
	
  

 	
  

 
	
  

 	
           (d)     an
 Opinion of Counsel stating

 
	
  

 	
  

 
	
  

 	
  

 	
           (i)     that
 the form and the terms of such Securities have been established by or
 pursuant to the authority granted in a Board Resolution or by a

 


17









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 supplemental indenture as permitted by Sections 2.01 and 3.01 hereof
 in conformity with the provisions of this Indenture;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)     that
 such Securities, when executed and delivered by the Company, and
 authenticated and delivered by or on behalf of the Trustee in the manner and
 subject to any conditions specified in such Opinion of Counsel, will constitute
 valid and binding obligations of the Company entitled to the benefits of the
 Indenture and enforceable in accordance with their terms, subject to
 applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and,
 moratorium and other similar laws relating to or affecting creditors’ rights
 generally and to general principles of equity (regardless of whether such
 enforceability is considered in a proceeding in equity or at law) and an
 implied covenant of good faith and fair dealing and to such other
 qualifications as such counsel shall conclude do not materially affect the
 rights of Holders of such Securities;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii)    that
 the Company has the corporate power to issue such Securities, and has duly
 taken all necessary corporate action with respect to such issuance;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iv)    that
 the issuance of such Securities will not contravene the charter or by-laws of
 the Company or result in any violation of any of the terms or provisions of
 any applicable law or regulation that would normally be applicable to general
 business entities with respect to such issuance or result in any material
 violation of any indenture, mortgage or other agreement known to such counsel
 by which the Company or any of its subsidiaries is bound;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (v)     that
 this Indenture is qualified under the Trust Indenture Act; and

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (vi)    such
 other matters as the Trustee may reasonably request.

 
	
  

 	
  

 	
  

 
	
  

 	
           (e)     Notwithstanding
 the provisions of Section 3.01 and of this Section 3.03, if all of the
 Securities of any series are not to be originally issued at the same time,
 then the documents required to be delivered pursuant to this Section 3.03
 must be delivered only once, prior to the authentication and delivery of the
 first Security of such series; provided,
 however, that any subsequent request by the Company to the Trustee
 to authenticate Securities of such series upon original issuance shall
 constitute a representation and warranty by the Company and the Guarantor that,
 as of the date of such request, the statements made in any Officers’
 Certificate delivered pursuant to this Section 3.03 shall be true and correct
 as if made on such date.

 


          The Trustee
shall have the right to decline to authenticate and deliver, or cause to be
authenticated and delivered, any Securities under this Section 3.03 if the
Trustee, being advised by counsel, determines that such action may not lawfully
be taken or if the Trustee in good faith shall determine that such action would
expose the Trustee to personal liability to existing Holders.


          Unless
otherwise provided in the form of Securities of any particular series, each
Security shall be dated the date of its authentication.


18









	
  

 	
  

 
	
  

 	
 Section
 3.04. Execution of Securities.

 
	
  

 	
  

 
	
  

 	
           (a)     The
 Securities shall be signed in the name and on behalf of the Company by the
 manual or facsimile signatures of its Chairman of the Board, any one of its
 Vice Chairmen, its President or any one of its Vice Presidents, under its corporate
 seal (which may be printed, engraved or otherwise reproduced thereon, by
 facsimile or otherwise) and attested to by its Secretary or any one of its
 Assistant Secretaries, whose signatures may be manual or facsimile. Only such
 Securities as shall bear thereon a certificate of authentication
 substantially in the form hereinbefore recited, executed by or on behalf of
 the Trustee by manual signature, shall be entitled to the benefits of this
 Indenture or be valid or obligatory for any purpose. Such certificate by or
 on behalf of the Trustee upon any Security executed by the Company shall be
 conclusive evidence that the Security so authenticated has been duly
 authenticated and delivered hereunder and that the Holder is entitled to the
 benefits of this Indenture.

 
	
  

 	
  

 
	
  

 	
           (b)     In
 case any Officer of the Company who shall have signed any of the Securities
 shall cease to be such officer before the Securities so signed shall have
 been authenticated and delivered by or on behalf of the Trustee, or disposed
 of by the Company, such Securities nevertheless may be authenticated and
 delivered or disposed of as though the person who signed such Securities had
 not ceased to be such officer of the Company; and any Security may be signed
 on behalf of the Company by such persons as, at the actual date of the
 execution of such Security, shall be the proper officers of the Company,
 although at the date of the execution of this Indenture any such person was
 not such an officer.

 
	
  

 	
  

 
	
  

 	
           (c)     If
 the Company shall establish pursuant to Section 3.01 that the Securities of a
 series are to be issued in whole or in part in the form of one or more Global
 Securities, then the Company shall execute and the Trustee shall authenticate
 and deliver one or more Global Securities that (i) shall represent an
 aggregate amount equal to the aggregate principal amount of the Outstanding
 Securities of such series to be represented by such Global Securities, (ii)
 shall be registered, if in registered form, in the name of the Depositary for
 such Global Security or Securities or the nominee of such Depositary, (iii)
 shall be delivered by the Trustee to such Depositary or pursuant to such
 Depositary’s instruction and (iv) shall bear a legend substantially to the
 following effect: “Unless and until it is exchanged in whole or in part for
 the individual Securities represented hereby, this Global Security may not be
 transferred except as a whole by the Depositary to a nominee of the
 Depositary or by a nominee of the Depositary to the Depositary or another
 nominee of the Depositary or by the Depositary or any such nominee to a
 successor Depositary or a nominee of such successor Depositary.” The
 aggregate principal amount of each Global Security may from time to time be
 increased or decreased by adjustments made on the records of the Depositary
 for such Global Security or Securities or the nominee of such Depositary, as
 provided in this Indenture.

 
	
  

 	
  

 
	
  

 	
           (d)     Each
 Depositary designated pursuant to Section 3.01 for a Global Security in
 registered form must, at the time of its designation and at all times while
 it serves as such Depositary, be a clearing agency registered under the
 Exchange Act and any other applicable statute or regulation.

 


19









	
  

 	
  

 
	
  

 	
           (e)     Members
 of, or participants in, the Depositary (“Members”) shall have no rights under
 this Indenture with respect to any Global Security held on their behalf by
 the Depositary or by the Security Registrar under such Global Security, and
 the Depositary may be treated by the Company, the Trustee, the Paying Agent
 and the Security Registrar and any of their agents as the absolute owner of
 such Global Security for all purposes whatsoever. Notwithstanding the
 foregoing, nothing herein shall prevent the Company, the Trustee, the Paying
 Agent or the Security Registrar or any of their agents from giving effect to
 any written certification, proxy or other authorization furnished by the
 Depositary or impair, as between the Depositary and its Members, the
 operation of customary practices of the Depositary governing the exercise of
 the rights of an owner of a beneficial interest in any Global Security. The
 registered holder of a Global Security may grant proxies and otherwise
 authorize any Person, including Members and Persons that may hold interests
 through Members, to take any action that a Holder is entitled to take under
 this Indenture or the Securities.

 



          Section
3.05. Exchange and Registration of Transfer
of Securities.


          Securities
of any series (except for Global Securities, which may only be exchanged in the
limited circumstances described below) may be exchanged for Securities of like
tenor and aggregate principal amount of the same series of other authorized
denominations. Unless otherwise established as contemplated by Section 3.01,
Securities to be exchanged shall be surrendered at any of the offices or
agencies of the Company maintained as provided in Section 12.02 hereof for such
purpose, and the Company shall execute and register, or cause to be registered,
and the Trustee shall authenticate and deliver, or cause to be authenticated
and delivered, in exchange therefor the Security or Securities which the Holder
making such exchange shall be entitled to receive.


          Unless
otherwise established as contemplated by Section 3.01, the Company shall keep,
at said office or agency in the same city in which the Corporate Trust Office
of the Trustee is located, a register for each series of Securities issued
hereunder (the register maintained at such office or agency being referred to
as the “Securities Register”) in which, subject to such reasonable regulations
as it may prescribe, the Company shall provide for the registration of
Securities of such series and registration of transfer of such Securities as provided
in this Article. The Securities Register shall be in written form or in any
other form capable of being converted into written form within a reasonable
time. The Trustee is hereby initially appointed “Securities Registrar” for the
purpose of registering Securities and registering transfers of Securities as
herein provided. Upon due presentment for registration of transfer of any
Security of any series at any of the offices or agencies to be maintained by
the Company, as provided in Section 12.02 hereof, the Company shall execute and
register, or cause to be registered, and the Trustee shall authenticate and
deliver, or cause to be authenticated and delivered, in the name of the
transferee or transferees a new Security or Securities of the same series in
authorized denominations for an equal aggregate principal amount.


          Every
Security issued upon registration of transfer or exchange of Securities
pursuant to this Section 3.05 shall be the valid obligation of the Company,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Security or Securities surrendered upon registration of such
transfer or exchange.


20





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


          No service
charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Sections 3.07, 4.07 or 11.07 hereof not involving any transfer.


          The Company
shall not be required (a) to issue, register the transfer of or exchange any
Security of any series during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption of Securities of
such series and ending at the close of business on the day of such mailing or
(b) to register the transfer of or exchange any Security selected for
redemption in whole or in part, except, in the case of any Security to be
redeemed in part, the portion thereof not to be redeemed.


          As provided
in Section 3.04 hereof, each Global Security authenticated under this Indenture
shall be registered in the name of the Depositary designated for such Global
Security or a nominee thereof and delivered to such Depositary or a custodian
therefor, and each such Global Security shall constitute a single Security for
all purposes of this Indenture. Notwithstanding the foregoing and except as
otherwise specified as contemplated by Section 3.01, no Global Security shall
be registered for transfer or exchange, or authenticated or delivered, pursuant
to this Section 3.05 or Sections 3.06, 3.07, 4.07 or 11.07 in the name of a
Person other than the Depositary for such Security or its nominee until (i) the
Depositary with respect to a Global Security notifies the Company in writing
that it is unwilling or unable to continue as Depositary for such Global
Security or the Depositary ceases to be a clearing agency registered under the
Exchange Act or other applicable statute or regulation if required thereunder,
and the Company notifies the Trustee that it is unable to locate a qualified
successor Depositary, (ii) the Company executes and delivers to the Trustee a
Company Order that such Global Security shall be so transferable and
exchangeable or (iii) there shall have occurred and be continuing an Event of
Default with respect to the Securities of such Series. Upon the occurrence in
respect of any Global Security of any series of any one or more of the
conditions specified in clauses (i), (ii) or (iii) of the preceding sentence or
such other conditions as may be specified as contemplated by Section 3.01 for
such series, the Company shall execute, and the Trustee upon receipt of a
Company Order shall authenticate and deliver, without service charge, (i) to
the Depositary or to each Person specified by such Depositary a new Security or
Securities of the same series, of like tenor and terms in definitive form and
of any authorized denomination as requested by such Person in aggregate
principal amount equal to and in exchange for such Person’s beneficial interest
in the Global Security, and (ii) to such Depositary a new Global Security of
like tenor and terms and in a principal amount equal to the difference, if any,
between the principal amount of the surrendered Global Security and the
aggregate principal amount of Securities delivered pursuant to clause (i).


21





          Except as
provided in the preceding paragraph, any Security authenticated and delivered
upon registration of transfer or, or in exchange for, or in lieu of, any Global
Security or any portion thereof, whether pursuant to this Section 3.05, Section
3.06, 3.07, 4.07 or 11.07 or otherwise, shall also be a Global Security.
Notwithstanding any other provision of this Indenture, a Global Security may
not be transferred except as a whole by the Depositary for such Global Security
to a nominee of such Depositary or to another Depositary or a nominee thereof
or by a nominee of such Depositary to such Depositary or another nominee of
such Depositary or to another Depositary or a nominee thereof.


          Upon the
exchange of a Global Security for Securities in definitive form, such Global
Security shall be cancelled by the Trustee. Definitive Securities issued in
exchange for a Global Security pursuant to this Section shall either be in
global form, established as contemplated by Sections 2.01 and 3.01, or shall be
registered in such names and in such authorized denominations and delivered to
the Depositary or to such Persons at such addresses as the Depositary for such Global
Security, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee in writing.


          Section
3.06. Mutilated, Destroyed, Lost or Stolen
Securities.


          In case any
temporary or definitive Security shall become mutilated or be destroyed, lost
or stolen, and in the absence of notice to the Company or the Trustee that such
Security has been acquired by a bona fide purchaser, the Company in the case of
a mutilated Security shall, and in the case of a lost, stolen or destroyed
Security may in its discretion, execute, and upon a Company Request the Trustee
shall authenticate and deliver, or cause to be authenticated and delivered, a
new Security of the same series bearing a number, letter or other distinguishing
symbol not contemporaneously outstanding, in exchange and substitution for the
mutilated Security, or in lieu of and in substitution for the Security so
destroyed, lost or stolen, or if any such Security shall have become due and
payable or shall be about to become due and payable, instead of issuing a
substituted Security, the Company may pay or authorize the payment of the same
without surrender thereof (except in the case of a mutilated Security). In
every case the applicant for a substituted Security shall surrender the
Security to the Trustee, if mutilated, and shall furnish to the Company and to
the Trustee such security or indemnity as may be required by them to save each
of them harmless, and, in every case of destruction, loss or theft, the
applicant shall also furnish to the Company and to the Trustee evidence to
their satisfaction of the destruction, loss or theft of such Security and of
the ownership thereof.


          Upon the
issuance of any substituted Security under this Section 3.06, 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 and any Authenticating Agent)
connected therewith.


          Every
substituted Security issued pursuant to the provisions of this Section 3.06 by
virtue of the fact that any Security is mutilated, destroyed, lost or stolen
shall constitute an additional contractual obligation of the Company, whether
or not the mutilated, destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that
series duly issued hereunder. All Securities shall be held and owned upon the
express condition that the


22





foregoing provisions of this Section 3.06 are exclusive with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities
and shall preclude (to the extent lawful) any and all other rights or remedies
with respect to the replacement or payment of negotiable instruments or other
securities without their surrender.


          Section
3.07. Temporary Securities.


          Pending the
preparation of definitive Securities of any series, the Company may execute and
the Trustee shall authenticate and deliver, or cause to be authenticated and
delivered, temporary Securities of such series (printed, lithographed,
typewritten, mimeographed or otherwise produced). Temporary Securities shall be
issuable in any authorized denomination and substantially in the form of the
definitive Securities in lieu of which they are issued but with such omissions,
insertions and variations as may be appropriate for temporary Securities, all
as may be determined by the Company with the concurrence of the Trustee. Every
such temporary Security shall be executed by the Company and shall be
authenticated by or on behalf of the Trustee upon the same conditions and in
substantially the same manner, and with the same effect, as the definitive
Securities in lieu of which they are issued. The Company, without unreasonable
delay, will execute and deliver to the Trustee definitive Securities of such
series and thereupon any or all temporary Securities of such series may be
surrendered in exchange therefor, at any of the offices or agencies of the
Company maintained as provided in Section 12.02 hereof for such purpose, and
the Trustee shall authenticate and deliver, or cause to be authenticated and
delivered, in exchange for such temporary Securities an equal aggregate
principal amount of definitive Securities of such series. Such exchange shall
be made by the Company at its own expense and without any charge therefor
except that in case of any such exchange involving any registration of
transfer, the Company may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto. 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 authenticated and delivered hereunder.


          Upon any
exchange of a portion of a temporary Global Security for a definitive Global
Security or for the individual Securities represented thereby pursuant to this
Section 3.07 or Section 3.05 hereof, the temporary Global Security shall be
endorsed by the Trustee to reflect the reduction of the principal amount
evidenced thereby, whereupon the principal amount of such temporary Global
Security shall be reduced for all purposes by the amount so exchanged and
endorsed.


          Section
3.08. Payment of Interest; Interest Rights
Preserved.


          The Holder
at the close of business on any record date with respect to any Interest
Payment Date shall be entitled to receive the interest, if any, payable on such
Interest Payment Date notwithstanding the cancellation of such Securities upon
any transfer or exchange subsequent to the record date and prior to such
Interest Payment Date. Except as otherwise specified as contemplated by Section
3.01 hereof for Securities of a particular series, the term “record date” as
used in this Section 3.08 with respect to any Interest Payment Date, shall mean
the last day of the calendar month preceding such Interest Payment Date if such
Interest Payment Date is the fifteenth day of the calendar month, and shall
mean the fifteenth day of the calendar


23





month preceding such Interest Payment Date if such Interest Payment
Date is the first day of the calendar month, whether or not such day shall be a
Business Day.


          If and to
the extent the Company shall default in the payment of the interest due on such
Interest Payment Date, such defaulted interest (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the registered Holder on such
record date by virtue of having been such Holder, and such Defaulted Interest
shall be paid by the Company, at its election in each case, as provided in
clause (a) or (b) below:


	
  

 	
  

 
	
  

 	
           (a)     The
 Company may make payment of any Defaulted Interest to the Holders at the
 close of business on a subsequent record date established in the following
 manner. The Company shall notify the Trustee in writing of the amount of
 Defaulted Interest proposed to be paid on each Security and the date of the
 proposed payment, and at the same time the Company shall deposit with the
 Trustee an amount of money equal to the aggregate amount proposed to be paid
 in respect of such Defaulted Interest or shall make arrangements satisfactory
 to the Trustee for such deposit prior to the date of the proposed payment,
 such money when deposited to be held in trust for the benefit of the Holders
 entitled to such Defaulted Interest as in this clause (a) provided. Thereupon
 the Trustee shall fix a record date for the payment of such Defaulted
 Interest that shall not be more than 15 days and not less than 10 days prior
 to the date of the proposed payment and not less than 10 days after the
 receipt by the Trustee of the notice of the proposed payment. The Trustee
 shall promptly notify the Company of such record date and, in the name and at
 the expense of the Company, shall cause notice of the proposed payment of
 such Defaulted Interest and the record date therefor to be mailed,
 first-class postage prepaid, to each Holder at his address as it appears on
 the Securities Register, not less than 10 days prior to such record date.
 Notice of the proposed payment of such Defaulted Interest and the record date
 therefor having been mailed as aforesaid, such Defaulted Interest shall be
 paid to the Holders at the close of business on such record date
 (notwithstanding the cancellation of such Securities upon any transfer or
 exchange subsequent to such record date and prior to such payment) and shall
 no longer be payable pursuant to the following clause (b).

 
	
  

 	
  

 
	
  

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

 


          
Subject to the foregoing provisions of this Section 3.08, 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.


24





          Section
3.09. Persons Deemed Owners.


          Prior to
the due presentment for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name any
Security is registered as the owner of such Security for the purpose of
receiving payment of principal of and premium, if any and, subject to Section
3.08 hereof, interest, if any, on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.


          None of the
Company, the Trustee, any Paying Agent or the Securities Registrar shall have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a Global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests and they shall be protected in acting or
refraining from acting on any such information provided by the Depositary.


          Section
3.10. Cancellation.


          All
Securities surrendered for the purpose of payment, redemption, exchange or
registration of transfer or for credit against any sinking fund shall, if
surrendered to the Company or any Paying Agent or any Securities Registrar, be
surrendered to the Trustee and promptly cancelled by it, or, if surrendered to
the Trustee, shall be promptly cancelled by it, and no Securities shall be
issued in lieu thereof except as expressly permitted by any of the provisions
of this Indenture. Notwithstanding any other provision of this Indenture to the
contrary, in the case of a series all the Securities of which are not to be
originally issued at one time, a Security of such series shall not be deemed to
have been Outstanding at any time hereunder if and to the extent that,
subsequent to the authentication and delivery thereof, such Security is
delivered to the Trustee for cancellation by the Company or any agent thereof
upon the failure of the original purchaser thereof to make payment therefor
against delivery thereof, and any Security so delivered to the Trustee shall be
promptly cancelled by it. The Trustee shall dispose of cancelled Securities and
deliver a certificate of such disposition to the Company upon its request
therefor unless, by a Company Order, the Company directs that such cancelled
Securities be returned to it. If the Company shall 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.


          Section
3.11. Computation of Interest.


          Except as
otherwise specified as contemplated by Section 3.01 hereof for Securities of
any series, interest on the Securities of each series shall be computed on the
basis of a 360-day year of twelve 30-day months.


          Section
3.12. CUSIP Numbers.


          The Company
in issuing the Securities may use “CUSIP” numbers (if then generally in use),
and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a
convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any


25





notice of a 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. The Company
will promptly notify the Trustee in writing of any change in the “CUSIP”
numbers.


ARTICLE FOUR


REDEMPTION OF SECURITIES


          Section
4.01. Applicability of Article.


          The
provisions of this Article shall be applicable to the Securities of any series
which are redeemable before their Maturity except as otherwise specified as
contemplated by Section 3.01 hereof for Securities of such series.


          Section
4.02. Election to Redeem; Notice to Trustee.


          The
election of the Company to redeem any Securities of any series shall be evidenced
by or pursuant to authority granted in 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) deliver to the Trustee an Officer’s Certificate notifying the Trustee
of such Redemption Date and of the principal amount of Securities of such
series to be redeemed and stating that no default in payment of interest or
Event of Default has occurred and is continuing with respect to such series.


          Section
4.03. Selection by Trustee of Securities to
Be Redeemed.


          If less
than all the Securities of any series are to be redeemed, the particular
Securities of such series to be redeemed shall be selected not more than 60
days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem appropriate (which is in compliance with the
requirements of any national securities exchange on which such Securities are
listed) and which may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Securities of such series or
any integral multiple thereof) of the principal of Securities of a denomination
greater than the minimum authorized denomination of such series.


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


          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 Securities which has been or is to be redeemed.


26





          Section
4.04. Notice of Redemption.


          Notice of
redemption shall be given by first-class mail, postage prepaid, mailed not less
than 30 nor more than 60 days prior to the Redemption Date, to each Holder of
Securities of the series to be redeemed, at his address appearing in the Securities
Register. 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.


          All notices
of redemption shall state:


	
  

 	
  

 
	
  

 	
           (a)     the
 Redemption Date,

 
	
  

 	
  

 
	
  

 	
           (b)     the
 Redemption Price and accrued interest, if any,

 
	
  

 	
  

 
	
  

 	
           (c)     if
 less than all Outstanding Securities of such series are to be redeemed, the
 identification (and, in the case of partial redemption, the respective
 principal amounts) of the Securities of such series to be redeemed,

 
	
  

 	
  

 
	
  

 	
           (d)     that
 on the Redemption Date the Redemption Price, together with accrued interest,
 if any, to the Redemption Date, will become due and payable upon each such
 Security, and that interest thereon shall cease to accrue from and after said
 date,

 
	
  

 	
  

 
	
  

 	
           (e)     the
 place where such Securities are to be surrendered for payment of the
 Redemption Price and accrued interest, if any,

 
	
  

 	
  

 
	
  

 	
           (f)     that
 the redemption is for a sinking fund, if that be the case, and

 
	
  

 	
  

 
	
  

 	
           (g)     applicable
 CUSIP Numbers.

 


          Notice of
redemption of the 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, provided, however, in the latter
case, the Company shall give the Trustee at least five days prior written
notice.


          Section
4.05. Deposit of Redemption Price.


          On or
before 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 12.03 hereof) an amount of money (in
the currency in which the Securities so called for redemption are payable)
sufficient to pay the Redemption Price of, and accrued interest, if any, on,
all the Securities or portions thereof which are to be redeemed on that date.


          Section
4.06. Securities Payable on Redemption Date.


          Notice of
redemption having been given as aforesaid, the Securities or portions thereof
so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, together with accrued interest, if any, to
the Redemption Date, and from and


27





after such date (unless the Company shall default in the payment of the
Redemption Price and such accrued interest, if any) such Securities or portions
thereof shall cease to bear interest. Upon surrender of such Securities for
redemption in accordance with said notice, such Securities or specified
portions thereof shall be paid by the Company at the Redemption Price, together
with any accrued interest to the Redemption Date. Installments of interest
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities registered as such on the relevant record dates
according to their terms and the provisions of Section 3.08 hereof.


          If any
Security called for redemption shall not be so paid upon surrender thereof on
such Redemption Date, the principal and premium, if any, shall, until paid,
bear interest from the Redemption Date at the Overdue Rate for such Security.


          Section 4.07.
Securities Redeemed in Part.


          Any
Security that is to be redeemed only in part shall be surrendered at the Place
of Payment (with, if the Company or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or his attorney duly
authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver, or cause to be authenticated and delivered, 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 amount of the Security so surrendered.


ARTICLE FIVE


SINKING FUNDS


          Section
5.01. Applicability of Article.


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


          The minimum
amount of any sinking fund payment provided for by the terms of the 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.”


          Section
5.02. Satisfaction of Mandatory Sinking Fund
Payments with Securities.


          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 (a) deliver
to the Trustee Securities of that series theretofore purchased or otherwise
acquired by the Company, or (b) receive credit for the principal amount of
Securities of that series that 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; provided, however, that
such Securities have not been previously so credited. Such Securities shall be


28





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
5.03. Redemption of Securities for Sinking
Fund.


          Not less
than 60 days prior to each sinking fund payment date for any series of the
Securities, the Company will deliver to the Trustee a certificate signed by the
Treasurer or any Assistant Treasurer of the Company specifying the amount of
the next ensuing mandatory sinking fund payment for such series pursuant to the
terms of such series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of such series pursuant to Section 5.02
hereof (which Securities will accompany such certificate if not already
delivered for cancellation to and held by the Trustee) and whether the Company
intends to exercise its right to make any permitted optional sinking fund
payment with respect to such series. Such certificate shall also state that no
Event of Default has occurred and is continuing with respect to such series and
shall set forth the basis for any credit against the sinking fund. Such
certificate shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if any, on
or before the next succeeding sinking fund payment date. In the case of the
failure of the Company to deliver such certificate when due (or to deliver the
Securities specified in this Section 5.03) the sinking fund payment due on the
next succeeding sinking fund payment date for that series shall be paid
entirely in cash and shall be sufficient to redeem the principal amount of such
Securities subject to a mandatory sinking fund payment without the option to
deliver or credit Securities as provided in Section 5.02 and without the right
to make any optional sinking fund payment, if any, with respect to such series.


          Any sinking
fund payment or payments (mandatory or optional) with respect to the Securities
of any series, which payment or payments are made in cash plus any unused
balance of any preceding sinking fund payments with respect to such series made
in cash the sum of which shall equal or exceed $100,000 or the equivalent
thereof in the Foreign Currency in which such series is denominated (or a
lesser sum if the Company shall so request), shall be applied by the Trustee on
the sinking fund payment date on which such payment is made (or, if such
payment is made before a sinking fund payment date, on the sinking fund payment
date following the date of such payment) to the redemption of such Securities
at the Redemption Price specified in such Securities for operation of the
sinking fund together with accrued interest, if any, to the date fixed for
redemption. Any sinking fund moneys not so applied or allocated by the Trustee
to the redemption of Securities shall be added to the next cash sinking fund
payment received by the Trustee for such series and, together with such
payment, shall be applied in accordance with the provisions of this Section
5.03. Any and all sinking fund moneys with respect to the Securities of any
particular series held by the Trustee on the last sinking fund payment date
with respect to Securities of such series and not held for the payment or
redemption of particular Securities shall be applied by the Trustee, together
with other moneys, if necessary, to be deposited sufficient for the purpose, to
the payment of the principal of the Securities of such series at Maturity.


          The Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in the first paragraph of Section 4.03 hereof and the
Company shall


29





cause notice of the redemption thereof to be given in the manner
provided in Section 4.04 hereof. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 4.06 and 4.07 hereof.


          On or
before any sinking fund payment date, the Company shall deposit with the
Trustee an amount of money in the currency in which payment is to be made
pursuant to Section 3.01 sufficient to pay any interest accrued to the
Redemption Date for Securities or portions thereof to be redeemed on such
sinking fund payment date pursuant to this Section 5.03.


          The Trustee
shall not redeem any Securities of any series with sinking fund moneys or mail
any notice of redemption of such Securities by operation of the sinking fund
for such series during the continuance of a default in payment of interest on
such Securities or of any Event of Default (other than an Event of Default
occurring as a consequence of this Section 5.03) with respect to such Securities,
except that if the notice of redemption of any such Securities shall
theretofore have been mailed in accordance with the provisions hereof, the
Trustee shall redeem such Securities if cash sufficient for that purpose shall
be deposited with the Trustee for that purpose in accordance with the terms of
this Article. Except as aforesaid, any moneys in the sinking fund for such
series at the time when any such default or Event of Default shall occur and
any moneys thereafter paid into such sinking fund shall, during the continuance
of such default or Event of Default, be held as security for the payment of
such Securities; provided, however, that
in case such Event of Default or default shall have been cured or waived as
provided herein, such moneys shall thereafter be applied on the next sinking
fund payment date for such Securities on which such moneys may be applied
pursuant to the provisions of this Section 5.03.


ARTICLE SIX


SATISFACTION AND DISCHARGE


          Section
6.01. Satisfaction and Discharge of Indenture.


          This
Indenture shall cease to be of further effect with respect to the Securities of
any series (except as to the rights of Holders of Outstanding Securities of
such series to receive, from the trust funds described in paragraph (a) of this
Section 6.01, payment of the principal of, premium, if any, and interest, if
any, on such Outstanding Securities on the Stated Maturity of such principal,
premium, if any, or installment of interest, if any, the Company’s obligations
with respect to such Outstanding Securities of such series under Sections 3.05,
3.06, 6.05 and 12.02 as may be applicable to Outstanding Securities of such
series, and the rights, powers, trusts, duties, indemnities and immunities of
the Trustee hereunder), and the Trustee for the Securities of such series, on
demand of and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to the
Securities of such series, when


	
  

 	
  

 	
  

 
	
  

 	
           (a)     either

 
	
  

 	
  

 
	
  

 	
  

 	
           (i)     all
 the Securities of such series theretofore authenticated and delivered (other
 than (A) Securities of such series that have been mutilated,

 


30









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 destroyed, lost or stolen and that have been replaced or paid as
 provided in Section 3.06 hereof and (B) Securities of such series for whose
 payment money has theretofore been deposited with the Trustee or the Paying
 Agent for the Securities of such series in trust or segregated and held in
 trust by the Company and thereafter repaid to the Company or discharged from
 such trust, as provided in Section 6.05 and Section 12.03 hereof) have been
 delivered to such Trustee for cancellation; or

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)     all
 Securities of such series not theretofore delivered to such Trustee for
 cancellation

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           (A)   have
 become due and payable, or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           (C)   are
 to be called for redemption within one year under arrangements satisfactory
 to such Trustee for the giving of notice of redemption by such Trustee in the
 name, and at the expense, of the Company,

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 and the Company has deposited or caused to be deposited with such
 Trustee irrevocably as trust funds in trust, specifically pledged as security
 for, and dedicated solely to, the benefit of the Holders of all Outstanding
 Securities of such series, with reference to this Section 6.01, (i) money in
 an amount in the currency in which the Securities of such series are
 denominated or (ii) U.S. Government Obligations in the case of a series of
 Securities denominated in Dollars or obligations issued or guaranteed by the
 government that issued the currency in which the Securities of such series
 are denominated in the case of Securities denominated in Foreign Currencies,
 which through the payment of interest and principal in respect thereof in
 accordance with their terms will provide, not later than the opening of
 business on the due date of any payment referred to below, money in an amount
 in the currency in which the Securities of such series are denominated or
 (iii) a combination thereof, in each case sufficient, in the opinion of a
 nationally recognized firm of independent registered public accountants expressed
 in a written certification thereof delivered and addressed to the Trustee, to
 pay and discharge the entire indebtedness on the Outstanding Securities of
 such series not theretofore delivered to such Trustee for cancellation, for
 principal (and premium, if any) and interest, if any, to the date of such
 deposit (in the case of Securities of such series which have become due and
 payable) or to the Stated Maturity or Redemption Date, as the case may be;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (b)     the
 Company has paid or caused to be paid all other sums payable hereunder by the
 Company in connection with Outstanding Securities of such series, including
 all amounts due to the Trustee under Section 8.07 for such series, and

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 


31





          Notwithstanding
the satisfaction and discharge of this Indenture with respect to the Securities
of any series, the obligations of the Company to the Trustee for the Securities
of such series under Section 8.07 hereof and with respect to Securities of any
other series hereof shall survive such satisfaction and discharge.


          Section
6.02. Satisfaction, Discharge and Defeasance
of Securities of any Series.


          Unless this
Section 6.02 is specified, as contemplated by Section 3.01 hereof, to be
inapplicable to Securities of any series, the Company shall, notwithstanding
Section 6.01 hereof, be deemed to have paid and discharged the entire
indebtedness on all the Outstanding Securities of any such series from and
after the ninety-first day after the date of the deposit referred to in
paragraph (a) below, the provisions of this Indenture (except as to the rights
of Holders of Outstanding Securities of such series to receive, from the trust
funds described in paragraph (a) below, payment of the principal of (and
premium, if any) and interest, if any, on such Outstanding Securities on the
Stated Maturity of such principal, premium, if any, or installment of interest,
if any, the Company’s obligations with respect to such Outstanding Securities
of such series under Sections 3.05, 3.06, 6.05 and 12.02 hereof, as may be
applicable to Outstanding Securities of such series, and the rights, powers,
trusts, duties, indemnities and immunities of the Trustee hereunder) shall no
longer be in effect in respect of Outstanding Securities of such series, and
the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of such indebtedness, provided, however, that the following
conditions shall have been satisfied:


	
  

 	
  

 
	
  

 	
           (a)     the
 Company has deposited or caused to be deposited with the Trustee irrevocably
 as trust funds in trust, specifically pledged as security for, and dedicated
 solely to, the benefit of the Holders of all Outstanding Securities of such
 series, with reference to this Section 6.02, (i) money in an amount in the
 currency in which the Securities of such series are denominated or (ii) U.S.
 Government Obligations in the case of Securities denominated in Dollars or
 obligations issued or guaranteed by the government that issued the currency
 in which the Securities are denominated in the case of Securities denominated
 in Foreign Currencies, which through the payment of interest and principal in
 respect thereof in accordance with their terms will provide not later than
 the opening of business on the due date of any payment referred to in this
 paragraph (a), money in an amount in the currency in which the Securities of
 such series are denominated, or (iii) a combination thereof, in each case,
 sufficient, in the opinion of a nationally recognized firm of independent
 registered public accountants expressed in a written certification thereof
 delivered and addressed to the Trustee, to pay and discharge the entire
 indebtedness on all Outstanding Securities of such series for principal and
 premium, if any, and interest, if any, to the Stated Maturity as such
 principal and premium, if any, or interest, if any, becomes due and payable
 in accordance with the terms of this Indenture and the Securities of such
 series provided, however, that
 the Company shall not make or cause to be made the deposit provided by this
 clause (a) unless the Company shall have delivered to the Trustee an Opinion
 of Counsel to the effect that there will not occur any violation of the
 Investment Company Act of 1940, as amended, on the part of the Company, the
 trust funds representing such deposit or the Trustee as a result of such
 deposit and the related exercise of the Company’s option under this Section
 6.02;

 


32









	
  

 	
  

 
	
  

 	
           (b)     the
 Company has paid or caused to be paid all other sums payable hereunder by the
 Company in connection with the Outstanding Securities of such series,
 including all amounts due to the Trustee under Section 8.07 for such series;

 
	
  

 	
  

 
	
  

 	
           (c)     the
 Company has delivered to the Trustee an Officer’s Certificate and an Opinion
 of Counsel, each stating that all conditions precedent herein provided for
 relating to the satisfaction and discharge of the entire indebtedness on all
 Outstanding Securities of such series have been complied with; and

 
	
  

 	
  

 
	
  

 	
           (d)     the
 Company has delivered to the Trustee an Opinion of Counsel to the effect that
 Holders of the Securities of such series will not recognize gain or loss on
 such Securities for federal income tax purposes solely as a result of such
 deposit, defeasance and discharge and will be subject to federal income tax
 in the same amounts and at the same times, as would have been the case if
 such deposit, defeasance and discharge had not occurred.

 
	
  

 	
  

 
	
  

 	
 Section 6.03. Application of Trust
 Money.

 
	
  

 	
  

 
	
  

 	
           (a)     Subject
 to the provisions of Section 6.05, all money, U.S. Government Obligations and
 other governmental obligations deposited with the Trustee for the Securities
 of any series pursuant to Sections 6.01 or 6.02 hereof, and all money received
 by the Trustee in respect of U.S. Government Obligations and such other
 government obligations deposited with the Trustee for the Securities of any
 series pursuant to Section 6.01 or Section 6.02 hereof, shall be held in
 trust and applied by it, in accordance with the provisions of the Securities
 of such series and this Indenture, to the payment, either directly or through
 any Paying Agent (including the Company acting as its own Paying Agent) as
 such Trustee may determine, to the Persons entitled thereto, of the
 principal, premium, if any, and interest, if any, on the Securities of such
 series; but such money need not be segregated from other funds except to the
 extent required by law.

 
	
  

 	
  

 
	
  

 	
           (b)     The
 Trustee shall deliver or pay to the Company from time to time upon Company
 request any U.S. Government Obligations, other government obligations or
 money held by it as provided in Sections 6.01 and 6.02 that, in the opinion
 of a nationally recognized firm of independent registered public accountants
 expressed in a written certification thereof delivered to the Trustee, are
 then in excess of the amount thereof that then would have been required to be
 deposited for the purpose for which such U.S. Government Obligations, other
 government obligations or money were deposited or received.

 
	
  

 	
  

 
	
  

 	
 Section 6.04. Paying Agent to
 Repay Moneys Held.

 


          Upon the
satisfaction and discharge of this Indenture all moneys then held by any Paying
Agent under the provisions of this Indenture shall, upon demand of the Company,
be repaid to it or paid to the appropriate Trustee, and thereupon such Paying
Agent shall be released from all further liability with respect to such moneys.


33





          Section
6.05. Return of Unclaimed Moneys.


          Any moneys
deposited with or paid to the Trustee or any Paying Agent for the Securities of
any series or then held by the Company, in trust for the payment of the
principal of and premium, if any, or interest, if any, on the Securities of
such series and not applied but remaining unclaimed by the Holders of
Securities of such series for two years after the date upon which the principal
of and premium, if any, or interest, if any, on such Securities, as the case
may be, shall have become due and payable, shall, unless otherwise required by
mandatory provisions of applicable escheat as abandoned or unclaimed property
law, be repaid to the Company by such Trustee or any Paying Agent on demand or
(if then held by the Company) shall be discharged from such trust; and the Holder
of any such Securities entitled to receive such payment shall thereafter look
only to the Company for the payment thereof and the liability of the Trustee or
such Paying Agent with respect to such payment and any obligation of the
Company to hold moneys in trust for such payment shall thereupon cease; provided, however, that, before any
such
action shall occur, the Trustee shall have received 20 days’ prior notice
thereof, upon receipt of which such Trustee may (at the expense of the Company)
cause to be published once a week for two successive weeks, in each case on any
day of the week, in an Authorized Newspaper in the same city in which the Place
of Payment with respect to Securities of such series shall be located and in an
Authorized Newspaper in the Borough of Manhattan, The City of New York, a
notice (in such form as may be deemed appropriate by such Trustee) that said
moneys remain unclaimed and that, after a date named therein, any unclaimed
balance of said moneys then remaining will be returned to the Company.


ARTICLE SEVEN


REMEDIES


          Section
7.01. Events of Default.


          “Event of
Default” whenever used herein with respect to Securities of any series means
such events as may be established with respect to the Securities of such series
as contemplated by Section 3.01 hereof and any one of the following events,
continued for the period of time, if any, and after the giving of notice, if
any, designated herein or therein, as the case may be, unless the same is
either not applicable to such series or is deleted or modified pursuant to the
authority granted in the applicable Board Resolution or in the supplemental
indenture under which such series of Securities is issued, as the case may be,
as contemplated by Section 3.01 hereof:


	
  

 	
  

 
	
  

 	
           (a)     default
 in the payment of any interest upon any Security of such series when the same
 becomes due and payable, and continuance of such default for a period of 30
 days; or

 
	
  

 	
  

 
	
  

 	
           (b)     default
 in the payment of all or any part of the principal of (or premium, if any,
 on) any Security of such series at its Maturity; or

 
	
  

 	
  

 
	
  

 	
           (c)     default
 in the making or satisfaction of any sinking fund payment or analogous
 obligation when the same becomes due and payable by the terms of the
 Securities of such series; or

 


34









	
  

 	
  

 
	
  

 	
           (d)     default
 in the performance, or breach, of any covenant or warranty of the Company in
 respect of the Securities of such series contained in this Indenture or in such
 Securities (other than a covenant or warranty in respect of the Securities of
 such series a default in whose performance or whose breach is elsewhere in
 this Section 7.01 specifically dealt with) or established pursuant to the
 authority granted in the applicable Board Resolution or in the supplemental
 indenture under which such series of Securities is issued, as the case may
 be, as contemplated by Section 3.01 hereof, and continuance of such default
 or breach for a period of 60 days after there has been given, by registered
 or certified mail, to the Company by the Trustee for the Securities of such
 series, or to the Company and such Trustee by the Holders of at least 25% in
 principal amount of the Outstanding Securities of such 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

 
	
  

 	
  

 
	
  

 	
           (e)     the
 entry of a decree or order by a court having jurisdiction in the premises
 adjudging the Company a bankrupt or insolvent, or approving as properly
 filed, a petition seeking reorganization, arrangement, adjustment or
 composition of or in respect of the Company under Title 11 of the United
 States Code as now constituted or hereafter amended (the “Federal Bankruptcy
 Code”) or any other applicable Federal or State law, or appointing a
 receiver, liquidator, assignee, trustee, sequestrator (or other similar
 official) of the Company or of any substantial part of its property, or
 ordering the winding up or liquidation of its affairs, and the continuance of
 any such decree or order unstayed and in effect for a period of 60
 consecutive days; or

 
	
  

 	
  

 
	
  

 	
           (f)     an
 event of default with respect to any other series of Securities issued or
 hereafter issued pursuant to this Indenture or as defined in any mortgage,
 indenture or instrument under which there may be issued, or by which there
 may be secured or evidenced, any Debt for money borrowed of the Company in
 excess of $50,000,000, whether such Debt now exists or shall hereafter be
 created, shall happen and shall result in such other series of Securities or
 such Debt, as the case may be, becoming or being declared due and payable
 prior to the date on which it would otherwise become due and payable, and
 such acceleration shall not be rescinded or annulled within a period of 15
 days after there has been given, by registered or certified mail, to the
 Company by the Trustee for such series or to the Company and the Trustee for
 such series by the Holders of at least 25% in principal amount of the Outstanding
 Securities of such series, or to the Company and the Trustee by the holders
 of at least 25% of the outstanding principal amount of such Debt, a written
 notice specifying such event of default and requiring the Company to cause
 such acceleration to be rescinded or annulled and stating that such notice is
 a “Notice of Default” hereunder; provided,
 however, that, subject to the provisions of Sections 8.01 and 8.02
 hereof, such Trustee shall not be charged with knowledge of any such event of
 default unless a Responsible Officer of such Trustee, in the course of its
 administration of corporate trusts, shall have such actual knowledge of such
 event of default, or unless written notice of such event of default shall
 have been given to such Trustee by the Company, by the Holder or an agent of
 the Holder of any Securities of such other series or by the holder or an
 agent of the holder of any such Debt, as the case may be, or by the trustee
 then acting under this Indenture with respect to such other series of Securities
 or under any mortgage, indenture or instrument, as the case may

 


35









	
  

 	
  

 
	
  

 	
 be, under which such event of default shall have occurred, or by the
 Holders of at least 25% in principal amount of the Outstanding Securities of
 such series; or

 
	
  

 	
  

 
	
  

 	
           (g)     the
 institution by the Company of proceedings to be adjudicated a bankrupt or
 insolvent, or the consent by it to the institution of bankruptcy or
 insolvency proceedings against it, or the filing by it of a petition or
 answer or consent seeking reorganization or relief under the Federal
 Bankruptcy Code or any other applicable Federal or State law, or the consent
 by it to the filing of any such petition or to the appointment of a receiver,
 liquidator, assignee, trustee, sequestrator (or other similar official) of the
 Company or of any substantial part of its property, or the making by it of an
 assignment for the benefit of creditors, or the admission by it in writing of
 its inability to pay its debts generally as they become due, or the taking of
 corporate action by the Company in furtherance of any such action; or

 
	
  

 	
  

 
	
  

 	
           (h)     any
 other Event of Default provided in or pursuant to the authority granted in
 the applicable Board Resolution or in the supplemental indenture under which
 such series of Securities is issued, as the case may be, as contemplated by
 Section 3.01 hereof.

 


          Section
7.02. Acceleration of Maturity; Rescission
and Annulment.


          If an Event
of Default with respect to Securities of any series at the time Outstanding
occurs and is continuing, then and in each and every such case, unless the
principal of all of the Securities of such affected series shall have already
become due and payable, the Trustee for such affected series or the Holders of
not less than 25% in aggregate principal amount of the Outstanding Securities
of such affected series may declare the principal amount (or, if the Securities
of such affected series are Original Issue Discount Securities, such portion of
the principal amount as may be specified in the terms of such series) of all
the Securities of such affected series to be due and payable immediately, by a
notice in writing to the Company (and to such Trustee if given by Holders), and
upon any such declaration of acceleration the same shall become immediately due
and payable, anything in this Indenture or in the Securities of such affected
series or any Board Resolution relating thereto contained to the contrary
notwithstanding.


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


	
  

 	
  

 	
  

 
	
  

 	
           (a)     the
 Company has paid or deposited with the Trustee for the Securities of such
 affected series a sum sufficient to pay

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i)     all
 overdue installments of interest, if any, on all Securities of such series,

 


36









	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)     the
 principal of (and premium, if any, on) any and all Securities of such series
 which have become due otherwise than by such declaration of acceleration and
 interest thereon at the Overdue Rate applicable to such series,

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii)     to
 the extent that payment of such interest is lawful, interest upon any overdue
 installment of interest at the Overdue Rate applicable to such series,

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iv)     all
 sums paid or advanced by such Trustee hereunder and the reasonable
 compensation, expenses, disbursements and advances of such Trustee, its
 agents and counsel and any other amounts due such Trustee under Section 8.07
 hereof; and

 
	
  

 	
  

 	
  

 
	
  

 	
           (b)     all
 Events of Default with respect to such affected series of Securities, other
 than the non-payment of the principal of Securities which have become due
 solely by such acceleration, have been cured or waived as provided in Section
 7.13 hereof.

 


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


          Section 7.03.
Collection of Indebtedness and Suits for
Enforcement by Trustee.


          The Company
covenants that if


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (b)     default
 is made in the payment of all or any part of the principal of (or premium, if
 any, on) any Security of any series at the Maturity thereof, or

 
	
  

 	
  

 
	
  

 	
           (c)     default
 is made in the making or satisfaction of any sinking fund payment or
 analogous obligation when the same becomes due pursuant to the terms of the
 Securities of any series,

 


the Company will, upon demand of the Trustee for the Securities of such
affected series, pay to such Trustee, for the benefit of the Holder of any such
Security (or Holders of any such affected series of Securities in the case of
clause (c) above), the whole amount then due and payable on any such Security
(or Securities of any such affected series in the case of clause (c) above) for
principal (and premium, if any) and interest, if any, with interest upon the
overdue principal (and premium, if any) and, to the extent that payment of such
interest shall be legally enforceable, upon any overdue installment of
interest, at the Overdue Rate of any such Security (or Securities of any such
affected series in the case of clause (c) above); 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 such Trustee, its agents and counsel and any other amounts due such
Trustee under Section 8.07 hereof;


          If the
Company fails to pay such amounts forthwith upon such demand, the Trustee for
the Securities of such affected series, in its own name and as trustee of an
express trust, may


37





institute a judicial proceeding for the collection of the sums so due
and unpaid, and may prosecute such proceeding to judgment or final decrees, and
may enforce the same against the Company or any other obligor upon such
Securities and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other obligor
upon such Securities, wherever situated.


          If an Event
of Default occurs and is continuing, the Trustee for the Securities of such
affected series may in its discretion proceed to protect and enforce its rights
and the rights of the Holders of the Securities of such series by such
appropriate judicial proceedings as such 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
7.04. Trustee May File Proofs of Claim.


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


	
  

 	
  

 
	
  

 	
           (i)     to
 file and prove a claim or claims for the whole amount of principal (or, if
 the Securities of such series are Original Issue Discount Securities, such
 portion of the principal amount as may be due and payable with respect to
 such series pursuant to a declaration in accordance with Section 7.02
 hereof), premium, if any, and interest, if any, owing and unpaid in respect
 of the Securities of such series and to file such other papers or documents
 as may be necessary or advisable in order to have the claims of such Trustee
 (including any claim for the reasonable compensation, expenses, disbursements
 and advances of such Trustee, its agents and counsel and any other amounts
 due such Trustee under Section 8.07 hereof) and of the Holders of the
 Securities of such series 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 receiver, assignee, trustee, liquidator, sequestrator (or other
similar official) in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee for such series, and in the event
that such Trustee shall consent to the making of such payments directly to the
Holders, to pay to such Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of such Trustee, its agents
and counsel, and any other amounts due such Trustee under Section 8.07 hereof.


38





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


          Section
7.05. Trustee May Enforce Claims without
Possession of Securities.


          All rights
of action and claims under this Indenture or the Securities of any series may
be prosecuted and enforced by the Trustee for the Securities of such series
without the possession of any of the Securities of such series or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by such 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
such Trustee, its agents and counsel and any other amounts due such Trustee
under Section 8.07 hereof, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.


          Section
7.06. Application of Money Collected.


          Any moneys
collected by the Trustee for the Securities of any series pursuant to this
Article shall be applied in the following order, at the date or dates fixed by
such 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
several Securities with respect to which such moneys were collected, 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 such Trustee under Section 8.07 hereof;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           THIRD:
 The balance, if any, to the Company.

 


          Section
7.07. Limitation on Suits.


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


	
  

 	
  

 
	
  

 	
           1)     an
 Event of Default with respect to such series of Securities shall have
 occurred and be continuing and such Holder previously shall have given to the
 Trustee for the Securities of such affected series written notice of default
 with respect to the Securities of such series and of the continuance thereof;

 


39









	
  

 	
  

 
	
  

 	
           2)     the
 Holders of not less than 25% in principal amount of the Outstanding
 Securities of such affected series shall have made written request to such
 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 such Trustee indemnity reasonably
 satisfactory to it against the costs, expenses and liabilities to be incurred
 in compliance with such request;

 
	
  

 	
  

 
	
  

 	
           4)     such
 Trustee for 60 days after 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 such
 Trustee during such 60-day period by the Holders of a majority in principal
 amount of the Outstanding Securities of such affected series;

 


it being
understood and intended that no one or more Holders of Securities of such affected
series 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 Holders of Securities of such affected series, or to obtain or to
seek to obtain priority or preference over any other 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 the Holders of the Securities of such
affected series.


          Section 7.08.
Unconditional Right of Holders to Receive
Principal, Premium and Interest.


          Notwithstanding
any other provision of this Indenture, the Holder of a Security of any series
shall have the right which is absolute and unconditional to receive payment of
the principal of (and premium, if any) and (subject to Section 3.08 hereof)
interest, if any, on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.


          Section
7.09. Restoration of Rights and Remedies.


          If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case the Company, the Trustee and such
Holder 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 such Holder shall continue as though
no such proceeding had been instituted.


          Section
7.10. Rights and Remedies Cumulative.


          No right or
remedy herein conferred upon or reserved to the Trustee for the Securities of
any series or to the Holders of such Securities 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


40





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 7.11. Delay or Omission Not Waiver.


          No delay or
omission of the Trustee for the Securities of any series or of the Holders of
such Securities 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 such Trustee or to such Holders may be exercised
from time to time, and as often as may be deemed expedient, by such Trustee or
by such Holders, as the case may be.


          Section
7.12. Control by Holders.


          The Holders
of a majority in principal amount of the Outstanding Securities of any series
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee for the Securities of such
series or exercising any trust or power conferred on such Trustee; provided, however, that


	
  

 	
  

 
	
  

 	
           (a)     such
 direction shall not be in conflict with any rule of law or with this
 Indenture, unduly prejudice the rights of Holders or involve the Trustee in
 personal liability, and

 
	
  

 	
  

 
	
  

 	
           (b)     such
 Trustee may take any other action deemed proper by such Trustee that is not
 inconsistent with such direction.

 
	
  

 	
  

 
	
  

 	
 Section 7.13. Waiver of Past
 Defaults.

 
	
  

 	
  

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

 
	
  

 	
  

 
	
  

 	
           (a)     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 fund
 installment or analogous obligation with respect to the Securities of such
 series, or

 
	
  

 	
  

 
	
  

 	
           (b)     in
 respect of a covenant or provision hereof that under Article Eleven hereof
 cannot be modified or amended without the consent of the Holder of each
 Outstanding Security 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 impair any right consequent thereon.


41





          Section
7.14. Undertaking for Costs.


          All parties
to this Indenture agree, and each Holder of a Security of any series by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for the Securities of
any series for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees and expenses, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section 7.14 shall not
apply to any suit instituted by such Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of the Outstanding Securities of any series, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
(or premium, if any) or interest, if any, on any Security on or after the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).


          Section
7.15. Waiver of Stay or Extension Laws.


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


ARTICLE EIGHT


THE TRUSTEE


          Section
8.01. Certain Duties and Responsibilities.


	
  

 	
  

 	
  

 
	
  

 	
           (a)     Except
 during the continuance of an Event of Default with respect to a series of
 Securities,

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i)     the
 Trustee for such series of Securities shall undertake to perform with respect
 to the Securities of such series such duties and only such duties as are
 specifically set forth in this Indenture, and no implied covenants or
 obligations shall be read into this Indenture against such Trustee; and

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)    in
 the absence of bad faith on its part, the Trustee for such series may
 conclusively, with respect to the Securities of such series, rely, as to the
 truth of the statements and the correctness of the opinions expressed
 therein, upon certificates or opinions furnished to such Trustee and
 conforming to the requirements of this Indenture; but in the case of any such
 certificates or opinions which by any provision hereof are specifically
 required to be furnished to such

 


42









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Trustee, such Trustee shall be under a duty to examine the same to
 determine whether or not they conform to the requirements of this Indenture
 (but need not confirm or investigate the accuracy of mathematical
 calculations or other facts stated therein).

 
	
  

 	
  

 	
  

 
	
  

 	
           (b)     In
 case an Event of Default has with respect to the Securities of a series
 occurred and is continuing, the Trustee for the Securities of such series
 shall, with respect to the Securities of such series, exercise such of the
 rights and powers vested in it by this Indenture, and use the same degree of
 care and skill in their exercise, as a prudent man would exercise or use
 under the circumstances in the conduct of his own affairs.

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
  

 	
           (i)    this
 Subsection shall not be construed to limit the effect of Subsection (a) of
 this Section 8.01;

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii)   the
 Trustee for the Securities of any series shall not be liable with respect to
 any action taken, suffered or omitted to be taken by it in good faith in
 accordance with the direction of the Holders of a majority in principal amount
 of the Outstanding Securities of such series pursuant to Section 7.12 hereof
 relating to the time, method and place of conducting any proceeding for any
 remedy available to such Trustee, or exercising any trust or power conferred
 upon such Trustee, under this Indenture; and

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
           (d)     Whether
 or not therein expressly so provided, every provision of this Indenture
 relating to the conduct or affecting the liability of or affording protection
 to the Trustee shall be subject to the provisions of this Section 8.01.

 


          Section
8.02. Notice of Defaults.


          Within 90 days
after the occurrence of any default hereunder with respect to the Securities of
any series which is known to a Responsible Officer of the Trustee of such
series or of which such Trustee has been given written notice, the Trustee for
such series shall transmit by mail to all Holders of the Securities of such
series, as their names and addresses appear in the Securities Register, notice
of such default hereunder with respect to such series known to such Trustee,
unless such default shall have been cured or waived; provided, however, that, except in


43






the case of a default in the payment of principal of (or premium, if
any) or interest, if any, on any Security of such series, or in the payment of
any sinking fund installment, redemption or analogous obligation, such 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 of such Trustee in good faith determine that the
withholding of such notice is in the interest of such Holders; and provided, further, that in the case of any
default of the character specified in Section 7.01 (d) hereof no such notice to
Holders shall be given until at least 30 days after the occurrence thereof. For
the purpose of this Section 8.02, the term “default”
means any event that is, or after notice or lapse of time or both
would become, an Event of Default.


          Section
8.03. Certain Rights of Trustee.


          Except as
otherwise provided in Section 8.01 hereof:


	
  

 	
  

 
	
  

 	
           (a)     the
 Trustee may conclusively rely and shall be fully protected in acting or
 refraining from acting upon any resolution, certificate, statement,
 instrument, opinion, report, notice, request, direction, consent, order, bond,
 debenture, 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;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (d)     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
 in reliance thereon;

 
	
  

 	
  

 
	
  

 	
           (e)     the
 Trustee for the Securities of any series shall be under no obligation to
 exercise any of the rights or powers vested in it by this Indenture at the
 request, order or direction of any of the Holders of the Securities of such
 series pursuant to this Indenture, unless such Holders shall have offered
 reasonable indemnity or provided reasonable security to such Trustee,
 reasonably satisfactory to such Trustee, against the costs, expenses and
 liabilities that might be incurred by it in compliance with such request or
 direction;

 
	
  

 	
  

 
	
  

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

 


44









	
  

 	
  

 
	
  

 	
 inquiry or investigation, it shall be entitled to examine the books,
 records and premises of the Company, personally or by agent or attorney at
 the expense of the Company and shall incur no liability of any kind by reason
 of such inquiry or investigation;

 
	
  

 	
  

 
	
  

 	
           (g)     the
 Trustee may execute any of the trusts or powers hereunder or perform any
 duties hereunder either directly or by or through agents or 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;

 
	
  

 	
  

 
	
  

 	
           (h)     except
 with respect to Section 12.01, the Trustee shall have no duty to inquire as
 to the performance of the Company with respect to covenants contained in
 Article 12. In addition, the Trustee shall not be deemed to have knowledge of
 an Event of Default except (i) any default or Event of Default occurring
 pursuant to Sections 12.01, 7.01(a) or 7.01(b) or (ii) any default or Event
 of Default of which the Trustee shall have received written notification or
 obtained actual knowledge;

 
	
  

 	
  

 
	
  

 	
           (i)     delivery
 of reports, information and documents to the Trustee under Section 9.04 is
 for informational purposes only and the Trustee’s receipt of the foregoing
 shall not constitute constructive notice of any information contained therein
 or determinable from information contained therein, including the Company’s
 compliance with any of their covenants hereunder (as to which the Trustee is
 entitled to rely exclusively on Officer’s Certificates);

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


          Section
8.04. Not Responsible for Recitals or
Issuance of Securities.


          The
recitals contained herein and in the Securities, except the certificates of
authentication, shall be taken as the statements of the Company, and the
Trustee and any Authenticating Agent assume no responsibility for their
correctness. The Trustee and any Authenticating Agent make no representations
as to the validity or sufficiency of this Indenture or of the Securities. The
Trustee and any Authenticating Agent shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.


          Section
8.05. May Hold Securities.


          The
Trustee, any Paying Agent, Securities Registrar, any Authenticating Agent or
any other agent of the Company or the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Securities of any series and,
subject to Section 8.08 and Section 8.13


45





hereof, may otherwise deal with the Company with the same rights it
would have if it were not Trustee, Paying Agent, Securities Registrar,
Authenticating Agent or such other agent.


          Section
8.06. 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.


          Section
8.07. Compensation and Reimbursement.


          The Company
agrees


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (c)     to
 indemnify the Trustee for the Securities of any series and its employees or
 agents for, and to hold them harmless against, any loss, claim, damage,
 liability or expense incurred without negligence or bad faith on their part,
 arising out of or in connection with the acceptance or administration of this
 trust and performance of their duties hereunder, including the costs and
 expenses (including fees and disbursements of their counsel) of defending
 themselves against any claim or liability in connection with the exercise or
 performance of any of their powers or duties hereunder.

 


          As security
for the performance of the obligations of the Company under this Section 8.07,
the Trustee for the Securities of any series shall have a lien prior to the
Securities of all series upon all property and funds held or collected by such
Trustee as such, except funds held in trust for the payment of principal of
(and premium, if any) or interest, if any, on the particular Securities of any
series. The provisions of this Section 8.07 shall survive any Trustee
succession and the satisfaction and discharge of this Indenture. “Trustee” for
purposes of this Section 8.07 shall include any predecessor trustee but the
negligence and bad faith of any Trustee shall not affect the rights of any
other Trustee under this Section 8.07. Article Thirteen shall not affect the
Trustee’s rights against the Company under this Section 8.07.


          Section
8.08. Disqualification; Conflicting
Interests.


          The Trustee
shall comply with Section 310(b) of the Trust Indenture Act; provided, however, that there shall be
excluded from the operation of Section 310(b)(i) of the Trust Indenture Act
any indenture or indentures under which other securities or certificates of
interest


46





or participation in other securities of the Company are outstanding if
the requirements for such exclusion set forth in Section 310(b)(i) of the
Trust Indenture Act are met.


          Section
8.09. Corporate Trustee Required; Different
Trustees for Different Series; Eligibility.


          There shall
at all times be a Trustee hereunder for the Securities of each series that
shall be a corporation organized and doing business under the laws of the
United States of America or of any State or the District of Columbia,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $50,000,000, subject to supervision or
examination by Federal or State authority, and having a corporate trust office
in the Borough of Manhattan, The City of New York, the State of New York, or in
such other city as shall be specified as contemplated by Section 3.01 hereof
with respect to any series of Securities, provided,
however, that there is a corporation in any such city that is
willing to act as Trustee upon reasonable and customary terms. If such
corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section 8.09, 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. A different Trustee may be
appointed by the Company for each series of Securities prior to the issuance of
such Securities. If the initial Trustee for any series of Securities is to be
other than The Bank of New York, the Company and such Trustee shall, prior to
the issuance of such Securities, execute and deliver an indenture supplemental
hereto, which shall provide for the appointment of such Trustee as Trustee for
the Securities of such series and 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. If at any
time the Trustee for the Securities of any series shall cease to be eligible in
accordance with the provisions of this Section 8.09, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article Eight.


          Section
8.10. Resignation and Removal; Appointment
of Successor.


	
  

 	
  

 
	
  

 	
           (a)     No
 resignation or removal of the Trustee for the Securities of any series and no
 appointment of a successor Trustee for the Securities of such series pursuant
 to this Article shall become effective until the acceptance of appointment by
 the successor Trustee under Section 8.11 hereof.

 
	
  

 	
  

 
	
  

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

 


47









	
  

 	
  

 	
  

 
	
  

 	
           (c)     The
 Trustee for the Securities of any series may be removed at any time with
 respect to one or more or all such series by Act of the Holders of a majority
 in aggregate principal amount of the Outstanding Securities of such one or
 more series (each voting as a class) delivered to such Trustee and to the
 Company.

 
	
  

 	
  

 	
  

 
	
  

 	
           (d)     If
 at any time:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i)     the
 Trustee for the Securities of any series shall fail to comply with Section
 310(b) of the Trust Indenture Act with respect to the Securities of such
 series after written request therefor by the Company or by any Holder of
 Securities of such series who has been a bona fide Holder of a Security of
 such series for at least six months, or

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)    such
 Trustee shall cease to be eligible under Section 8.09 hereof and shall fail
 to resign after written request therefor by the Company or by any such Holder
 of Securities, or

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 


then, in any such case, (1) the Company by a Board Resolution may
remove the Trustee, or (2) subject to Section 7.14 hereof, any Holder of a
Security of such series who has been a bona fide Holder of such 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 such Trustee
and the appointment of a successor Trustee for such series.


	
  

 	
  

 
	
  

 	
            (e)     If
 the Trustee for the Securities of any series shall resign, be removed or
 become incapable of acting, or if a vacancy shall occur in the office of
 Trustee for the Securities of any series for any cause, the Company, by a
 resolution of the Board of Directors, shall promptly appoint a successor
 Trustee for the Securities of such series. If, within one year after such
 resignation, removal or incapability, or the occurrence of such vacancy, a
 successor Trustee for the Securities of such series shall be appointed by Act
 of the Holders of a majority in principal amount of the Outstanding
 Securities of such series delivered to the Company and the retiring Trustee,
 the successor Trustee so appointed shall, forthwith upon its acceptance of
 such appointment, become the successor Trustee for such series and supersede
 the successor Trustee appointed by the Company. If no successor Trustee for
 the Securities of such series shall have been so appointed by the Company or
 such 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 for the Securities of such series.

 


48









	
  

 	
  

 
	
  

 	
           (f)     The
 Company shall give notice of each resignation and each removal of the Trustee
 for the Securities of any series and each appointment of a successor Trustee
 for the Securities of such series by mailing written notice of such event by
 first-class mail, postage prepaid, to the Holders of the Securities of such
 series as their names and addresses appear in the Securities Register. Each
 notice shall include the name of such successor Trustee and the address of
 its Corporate Trust Office.

 


          Section
8.11. Acceptance of Appointment by
Successor.


          Every
successor Trustee appointed hereunder shall execute, acknowledge and deliver to
the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee, and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder, subject nevertheless to its lien, if any, provided for in
Section 8.07 hereof. Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts.


          In case of
the appointment hereunder of a successor Trustee for the Securities of one or
more (but not all) series, the Company, the predecessor Trustee and each
successor Trustee for the Securities of any applicable series shall execute and
deliver an indenture supplemental hereto which shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the predecessor Trustee for the Securities of any series
as to which the predecessor Trustee is not retiring shall continue to be vested
in the predecessor Trustee, and shall add to or change any of the provisions of
this Indenture as 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.


          No
successor Trustee for the Securities of any series shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified
under Section 310(b) of the Trust Indenture Act and eligible under Section
8.09.


          Section
8.12. Merger, Conversion, Consolidation or
Succession to Business.


          Any
corporation into which the Trustee for the Securities of any series 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 Trustee
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of such Trustee, shall be the successor of the
Trustee for such series hereunder, provided,
however, that such corporation shall be, with respect to such
series, otherwise qualified and eligible under this Article, without the


49





execution or filing of any paper or any further act on the part of any
of the parties hereto. In case any Securities of any series shall have been
authenticated, but not delivered, by the Trustee for such series or an Authenticating
Agent for such series, then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee or Authenticating Agent, as the
case may be, may adopt such authentication and deliver the Securities so
authenticated with the same effect as if such successor Trustee or successor
Authenticating Agent had itself authenticated such Securities.


          Section
8.13. Preferential Collection of Claims
against Company.


          The Trustee
shall comply with Section 311(a) of the Trust Indenture Act with respect to
each series of Securities for which it is Trustee.


          Section
8.14. Authenticating Agent.


          The Trustee
for a series of securities may appoint an Authenticating Agent for such series
that shall be acceptable to the Company, to act on behalf of such Trustee and
subject to its direction in connection with the authentication of the
Securities of such series. Each Authenticating Agent shall at all times be a
corporation organized and doing business under the laws of the United States of
America or of any State or the District of Columbia, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least $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 the aforesaid supervising
or examining authority, then for the purposes of this Section 8.14 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.


          Securities
of any series authenticated by the Authenticating Agent for the Securities of
such series shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee for
the Securities of such series. Whenever reference is made in this Indenture to
the authentication and delivery of Securities of any series by the Trustee for
the Securities of such series or such Trustee’s certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of such Trustee by the Authenticating Agent for such series and a certificate
of authentication executed on behalf of such Trustee by such Authenticating
Agent.


          Any
corporation into which any 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 any Authenticating Agent shall be
a party, or any corporation succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent with respect
to the Securities of all series for which it served as Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Trustee for the Securities of such series or such Authenticating Agent.


          Any Authenticating
Agent may at any time resign by giving written notice of resignation to the
applicable Trustee and to the Company. The Trustee for the Securities of any
series may at any time terminate the agency of any Authenticating Agent for
such series by giving written


50





notice of termination to such Authenticating Agent and to the Company.
Upon receiving such a notice of resignation or upon such a termination, or in
case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 8.14, with respect to the
Securities of one or more or all series, the Trustee for such series may
appoint a successor Authenticating Agent that shall be acceptable to the
Company, and upon doing so shall give written notice of such appointment to the
Company and shall mail notice of such appointment to all Holders of the
Securities of such series as the names and addresses of such Holders appear
upon the Securities Register. Any successor Authenticating Agent upon acceptance
of its appointment hereunder shall become vested with all the rights, powers,
duties and responsibilities of its predecessor hereunder with like effect as if
originally appointed as Authenticating Agent hereunder. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section 8.14.


          The Trustee
for the Securities of each series agrees to pay to the Authenticating Agent for
the Securities of such series from time to time reasonable compensation for its
services, and each such Trustee shall be entitled to be reimbursed for such
payments subject to the provisions of Section 8.07 hereof.


ARTICLE NINE


HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
COMPANY


          Section
9.01. Company to Furnish Trustee Names and Addresses
of Holders.


          The Company
will furnish or cause to be furnished to the Trustee for the Securities of each
series (a) semi-annually, on a date not more than 15 days after each regular
record date with respect to an Interest Payment Date, if any, for the
Securities of such series, and (b) on semi-annual dates in each year to be
determined pursuant to Section 3.01 hereof if the Securities of such series do
not bear interest and (c) at such other times as such Trustee may request in
writing, within 30 days after receipt by the Company of any such request, a
list in such form as such Trustee may reasonably require containing all the
information in the possession or control of the Company, or any of its Paying
Agents other than such Trustee, as to the names and addresses of the Holders of
the Securities of such series, obtained since the date as of which the next
previous list, if any, was furnished. Any such list may be dated as of a date
not more than 15 days prior to the time such information is furnished or caused
to be furnished and need not include information received after such date; provided, however, that as long as
such
Trustee is the Securities Registrar for such series, no such list shall be
required to be furnished.


          Section 9.02.
Preservation of Information; Communications
to Holders.


	
  

 	
  

 
	
  

 	
           (a)     The
 Trustee for the Securities of each series shall preserve, in as current a
 form as is reasonably practicable, the names and addresses of Holders of the
 Securities of such series contained in the most recent list furnished to such
 Trustee as provided in Section 9.01 hereof or in the Securities Register if
 such Trustee be the Securities Registrar for such series and the names and
 addresses of Holders received by such Trustee in its capacity as Paying Agent
 for such series. Such Trustee may destroy any list furnished to it as
 provided in Section 9.01 hereof upon receipt of a new list so furnished.

 


51









	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
  

 	
           (i)     afford
 such applicants access to the information preserved at the time by such
 Trustee in accordance with Subsection (a) of this Section 9.02, or

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)     inform
 such applicants as to the approximate number of such Holders whose names and
 addresses appear in the information preserved at the time by such Trustee in
 accordance with Subsection (a) of this Section 9.02, and as to the
 approximate cost of mailing to such Holders the form of proxy or other
 communication, if any, specified in such application.

 
	
  

 	
  

 	
  

 
	
           If such
 Trustee shall elect not to afford such applicants access to such information,
 such Trustee shall upon the written request of such applicants, mail to each
 Holder to whom the applicant desires to communicate whose name and address
 appear in the information preserved at the time by such Trustee in accordance
 with Subsection (a) of this Section 9.02, a copy of the form of proxy or
 other communication which is specified in such request, with reasonable
 promptness after a tender to such Trustee of the material to be mailed and of
 payment, or provision for the payment, of the reasonable expenses of mailing,
 unless within five days after such tender, such Trustee shall mail to such
 applicants and file with the Commission, together with a copy of the material
 to be mailed, a written statement to the effect that, in the opinion of such
 Trustee, such mailing would be contrary to the best interests of such Holders
 or would be in violation of applicable law. Such written statement shall
 specify the basis of such opinion. If the Commission, after opportunity for a
 hearing upon the objections specified in the written statement so filed,
 shall enter an order refusing to sustain any of such objections or if, after
 the entry of an order sustaining one or more of such objections, the
 Commission shall find, after notice and opportunity for hearing, that all the
 objections so sustained have been met and shall enter an order so declaring,
 such Trustee shall mail copies of such material to all such Holders with reasonable
 promptness after the entry of such order and the renewal of such tender,
 otherwise such Trustee shall be relieved of any obligation or duty to such
 applicants respecting their application.

 
	
  

 	
  

 
	
  

 	
           (c)     Every
 Holder of Securities, by receiving and holding the same, agrees with the
 Company and the Trustee that neither the Company nor the Trustee, nor any
 agent of the Company or the Trustee, 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 Subsection (b) of this Section 9.02, 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 Subsection (b) of this Section 9.02.

 


52







          Section
9.03. Reports by Trustee.


          Within 60
days after the first May 15 that occurs not less than 60 days following the
first date of issuance of the Securities of any series under this Indenture and
within 60 days after May 15 in every year thereafter, the Trustee for the
Securities of such series shall transmit by mail to all Holders of such series,
as their names and addresses appear in the Securities Register, a brief report
dated as of such May 15 required by, and in compliance with the provisions of,
Section 313(a) of the Trust Indenture Act and at such other times in such
manner such other reports as may be required by Section 313 of the Trust
Indenture Act in each case with respect to the Securities of such series. A
copy of each such report shall, at the time of such transmission to such
Holders, be filed by such Trustee with each stock exchange upon which such
Securities are listed and also with the Commission. The Company will notify
such Trustee when such Securities are listed on any stock exchange.


          Section
9.04. Reports by Company.


          The
Company will


	
  

 	
  

 
	
  

 	
           (a)     file
 with the Trustee for the Securities of each series, within 15 days after the
 Company is required to file the same with the Commission, copies of the
 annual reports and of the information, documents and other reports (or copies
 of such portions of any of the foregoing as the Commission may from time to
 time by rules and regulations prescribe) that the Company may be required to
 file with the Commission pursuant to Section 13 or Section 15(d) of the
 Exchange Act; or, if the Company is not required to file information,
 documents or reports pursuant to either of said Sections, then it will file
 with such 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 that may be
 required pursuant to Section 13 of the Exchange Act 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;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (c)     transmit
 by mail to all Holders, as their names and addresses appear in the Securities
 Register, within 30 days after the filing thereof with the Trustee, such
 summaries of any information, documents and reports required to be filed by
 the Company pursuant to paragraphs (a) and (b) of this Section 9.04 as may be
 required by rules and regulations prescribed from time to time by the
 Commission.

 


53





ARTICLE TEN


CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER
OR LEASE


          Section
10.01. Company May Consolidate, etc., Only
on Certain Terms.


          The Company
shall not consolidate with or merge into any other Person or convey, transfer
or lease all or substantially all of its properties and assets to any Person or
group of Persons and the Company shall not permit any Person to consolidate
with or merge into the Company or convey, transfer or lease all or
substantially all of its properties and assets to the Company, unless:


	
  

 	
  

 
	
  

 	
           1)     in
 case the Company shall consolidate with or merge into another Person or
 convey, transfer or lease all or substantially all of its properties and
 assets to any Person, the Person formed by such consolidation or into which
 the Company is merged or the Person which acquires by conveyance, transfer or
 lease, all or substantially all of the properties and assets of the Company,
 shall be a corporation, partnership or trust organized and existing under the
 laws of the United States of America, any State thereof or the District of
 Columbia and shall expressly assume, by an indenture supplemental hereto,
 executed and delivered to the Trustee, in form satisfactory to the Trustee,
 the due and punctual payment of the principal of (and premium, if any) and
 interest on all the Securities and the performance of every covenant of this
 Indenture on the part of the Company to be performed or observed;

 
	
  

 	
  

 
	
  

 	
           2)     immediately
 after giving effect to such transaction, and treating any indebtedness which
 becomes an obligation of the Company or a Subsidiary as a result of such transaction
 as having been incurred by the Company or such Subsidiary at the time of such
 transaction, no Event of Default, and no event that, after notice or lapse of
 time, or both, would become an Event of Default, shall have occurred and be
 continuing; and

 
	
  

 	
  

 
	
  

 	
           3)     the
 Company has delivered to such Trustee an Officer’s Certificate and an Opinion
 of Counsel, each stating that such consolidation, merger, conveyance,
 transfer or lease and, if a supplemental indenture is required in connection
 with such transaction, such supplemental indenture comply with this Article
 and that all conditions precedent herein provided for relating to such
 transaction have been complied with.

 


          The
provisions of this Section 10.01 shall not be applicable to a merger or
consolidation in which the Company is the surviving corporation.


          Section
10.02. Successor Corporation Substituted.


          Upon any
consolidation by the Company with or merger by the Company into any other
Person or any conveyance, transfer or lease of all or substantially all of the
properties and assets of the Company in accordance with Section 10.01, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been


54





named as the Company herein, and thereafter, except in the case of a lease,
the predecessor Person shall be relieved of all obligations and covenants under
this Indenture and the Securities.


ARTICLE ELEVEN


SUPPLEMENTAL INDENTURES


          Section
11.01. Supplemental Indentures without
Consent of Holders.


          Without the
consent of any Holders, the Company, when authorized by or pursuant to the
authority granted in a resolution of its Board of Directors, and the Trustee
for the Securities of any or all series, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form satisfactory to
such Trustee, for any of the following purposes:


	
  

 	
  

 
	
  

 	
           (a)     to
 evidence the succession of another corporation to the Company, and the
 assumption by any such successor of the covenants of the Company herein and
 in the Securities contained: or

 
	
  

 	
  

 
	
  

 	
           (b)     to
add to or modify the covenants or Events of Default of the Company, for the
benefit of the Holders of the Securities of any or all series, to convey,
transfer, assign, mortgage or pledge any property to or with such Trustee or
to surrender any right or power herein conferred upon the Company, and to
modify or eliminate any of the provisions of this Indenture, provided that
any such modification 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 

 
	
  

 	
  

 
	
  

 	
           (c)     to
 establish the form or terms of the Securities of any series as permitted by
 Section 2.01 or Section 3.01 hereof; or

 
	
  

 	
  

 
	
  

 	
           (d)     to
 add to or change any of the provisions of this Indenture as is necessary or
 advisable to facilitate the issuance of Securities of any series in bearer
 form, registrable or nonregistrable as to principal and with or without
 interest coupons, and to provide for exchangeability of such Securities with
 the Securities of the same series issued hereunder in fully registered form
 and to make all appropriate changes for such purpose, or to permit or
 facilitate the issuance of Securities in uncertificated form; or

 
	
  

 	
  

 
	
  

 	
           (e)     to
 cure any ambiguity, to correct or supplement any provision herein that may be
 defective or inconsistent with any other provision herein, or to make any
 other provisions with respect to matters or questions arising under this
 Indenture that shall not adversely affect the interests of the Holders in any
 material respect; or

 
	
  

 	
  

 
	
  

 	
           (f)     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 premium, if any, or
interest on bearer Securities or on the delivery of bearer Securities, or to permit
bearer Securities to be issued in exchange for bearer Securities of other
authorized denominations, provided any such action shall not adversely affect
the interests of the Holders of bearer Securities of 

 


55









	
  

 	
  

 
	
  

 	
 any series or any related coupons in any material respect unless such
 amendment is required to comply with the Bearer Rules; or

 
	
  

 	
  

 
	
  

 	
           (g)     to
 evidence and provide for the acceptance of appointment hereunder of a Trustee
 other than The Bank of New York, as Trustee for a series of Securities and to
 add to or change any of the provisions of this Indenture as shall be
 necessary to provide for or facilitate the administration of the trusts
 hereunder by more than one Trustee, pursuant to the requirements of Section
 8.09 hereof;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (i)     to
 evidence any changes to Section 8.10 permitted by the terms thereof;

 
	
  

 	
  

 
	
  

 	
           (j)     to
 add to or modify the provisions hereof as may be necessary or desirable to
 provide for the denomination of Securities in Foreign Currencies that shall
 not adversely affect the interests of the Holders of the Securities in any
 material respect;

 
	
  

 	
  

 
	
  

 	
           (k)     to
 supplement any of the provisions of this Indenture to such extent as is
 necessary to permit or facilitate the defeasance and discharge of any series
 of Securities pursuant to Section 6.01 or 6.02, provided, however, that any
 such action shall not adversely affect the interests of the Holders of
 Securities of such series or any other series of Securities in any material
 respect;

 
	
  

 	
  

 
	
  

 	
           (l)     to
add to, change or eliminate any of the provisions of this Indenture;
provided, that any such addition, change or elimination (i) shall become
effective only when no Security of any series entitled to the benefits of
such provision and issued prior to the execution of such supplemental
indenture is outstanding or (ii) shall not apply to any outstanding Security; 

 
	
  

 	
  

 
	
  

 	
           (m)     to
 add to or change or eliminate any provision of this Indenture as shall be
 necessary or desirable in accordance with any amendments to the Trust
 Indenture Act, provided such action shall not adversely affect the interests
 of the holders of the Securities of any series or any appurtenant coupons in
 any material respects; or

 
	
  

 	
  

 
	
  

 	
           (n)     to
 prohibit the authentication and delivery of additional series of Securities.

 



          Section
11.02. Supplemental Indentures with Consent
of Holders.


          Subject to
Sections 7.12 and 7.13 hereof, with the consent of the Holders of not less than
a majority in aggregate principal amount of the Outstanding Securities of each
series affected thereby, by Act of said Holders delivered to the Company and
the Trustee, the Company, when authorized by Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose
of adding any provisions to or changing in any manner or


56





eliminating any of the provisions of this Indenture or of modifying in
any manner the rights of the Holders of the Securities of such series under
this Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Security affected
thereby, 


	
  

 	
  

 
	
  

 	
           (a)     change
 the Stated Maturity of the principal of, or any installment of interest on,
 any Security, or reduce the principal amount thereof or the interest thereon,
 or any premium payable on the redemption thereof, or change the Place of
 Payment, or the coin or currency in which any Security or the interest, if
 any, thereon is payable, or reduce the amount of the principal of an Original
 Issue Discount Security that would be due and payable upon an acceleration of
 the Maturity thereof or adversely affect the right of repayment, if any, at
 the option of the Holder, or reduce the amount of, or postpone the date fixed
 for, any payment under the sinking fund for any Security, or impair the right
 to institute suit for the enforcement of any such payment on or after the
 Stated Maturity thereof (or, in the case of redemption, on or after the
 Redemption Date), or

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (c)     modify
 any of the provisions of this Section 11.02 or Section 7.13 hereof, except to
 increase any such percentage or to provide that certain other provisions of this
 Indenture cannot be modified or waived without the consent of the Holder of
 each Security affected thereby, or

 
	
  

 	
  

 
	
  

 	
           (d)     subordinate
 the indebtedness evidenced by the Securities to any other indebtedness of the
 Company.

 


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


          It shall
not be necessary for any Act of Holders under this Section 11.02 to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.


          Section
11.03. Execution of Supplemental Indentures.


          In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article Eleven or the modifications thereby of the
trusts created by this Indenture, the Trustee for the Securities of any series
shall be provided with, and (subject to Section 8.01 hereof) shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. Such


57





Trustee may, but shall not be obligated to, enter into any such supplemental
indenture that affects such Trustee’s own rights, liabilities, duties or
immunities under this Indenture or otherwise.


          Section
11.04. Notice of Supplemental Indenture.


          Promptly
after the execution by the Company and the appropriate Trustee of any
supplemental indenture pursuant to Section 11.02 hereof, the Company shall
transmit by mail to all Holders of any series of the Securities affected
thereby, as their names and addresses appear in the Securities Register, a
notice setting forth in general terms the substance of such supplemental
indenture.


          Section
11.05. Effect of Supplemental Indentures.


          Upon the
execution of any supplemental indenture under this Article, this Indenture
shall be modified in accordance therewith but only with respect to the
Securities of each series affected by such supplemental indenture, and such
supplemental indenture shall form a part of this Indenture for all purposes
with respect to such series; and every Holder of Securities of any such series
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.


          Section
11.06. 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
11.07. 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 for the Securities of such series, bear a notation in form approved
by such Trustee as to any matter provided for in such supplemental indenture.
If the Company shall so determine, new Securities so modified as to conform, in
the opinion of such Trustee and the Board of Directors, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by or on behalf of such Trustee in exchange for Outstanding
Securities of the same series.


ARTICLE TWELVE


COVENANTS


          Section
12.01. Payment of Principal, Premium and
Interest.


          The Company
will duly and punctually pay the principal of, premium, if any, and interest,
if any, on the Securities of each series in accordance with the terms of such
Securities established as contemplated by Section 3.01 of this Indenture.


58





          Section
12.02. Maintenance of Office or Agency.


          The Company
will maintain, in each Place of Payment for any series of Securities, an office
or agency where Securities of any series may be presented or surrendered for
payment, where Securities of such series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of such series and this Indenture may be served;
provided, however, that at the option of the Company payment of interest may be
made (subject to collection) by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register. With
respect to the Securities of any series, such office or agency and each Place
of Payment shall be as specified as contemplated by Section 3.01. In the
absence of any such provisions with respect to Securities of any series, (i)
the Place of Payment for such Securities shall be in the city in which the
Corporate Trust Office of the Trustee for such series shall be located and (ii)
such office or agency in such Place of Payment shall initially be the Corporate
Trust Office of such Trustee for such series. The Company will give prompt
written notice to the Trustee of any change in the location of any such office
or agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee for the Securities of
each series with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office of such
Trustee, and the Company hereby appoints such Trustee for such series of
Securities its agent to receive all such presentations, surrenders, notices and
demands with respect to the Securities of such series. 


          The Company
may also from time to time designate one or more other offices or agencies (in
or outside the Place of Payment) where the Securities of one or more series may
be presented or surrendered for any or all of such purposes specified above,
and may from time to time rescind such designation; provided, however, that no
such designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in each Place of Payment for such
purposes.


          Section
12.03. Money for Securities Payments to Be
Held in Trust.


          If the Company
shall at any time act as its own Paying Agent, it will, on or before each due
date of the principal of (and premium, if any) or interest, if any, on, any of
the Securities of any series, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay the principal (and
premium, if any) or interest, if any, 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 such series of its failure so to act.


          Whenever
the Company shall have one or more Paying Agents, it will, on or before each
due date of the principal of (and premium, if any) or interest, if any, on, any
Securities of any series, deposit with a Paying Agent for such series a sum
sufficient to pay the principal (and 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 (and premium, if any), or interest, if any, and
(unless such Paying Agent is the Trustee for such series) the Company will
promptly notify such Trustee at its Corporate Trust Office of its failure so to
act.


59





          The Company
will cause each Paying Agent for the Securities of any series other than the Trustee
for such series to execute and deliver to such Trustee an instrument in which
such Paying Agent shall agree with the Trustee, subject to the provisions of
this Section 12.03, that such Paying Agent will


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


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


          Section
12.04. Payment of Taxes and Other Claims.


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


          Section
12.05. Statement as to Compliance.


          The Company
will file with the Trustee within four months after the close of each fiscal
year (which, until the Company shall otherwise notify the Trustee, shall be
deemed to be the calendar year) a brief certificate, which need not comply with
Section 1.02 hereof, from the principal executive, financial or accounting
officer of the Company as to his or her knowledge of the Company’s compliance
with all conditions and covenants under this Indenture (without regard to any
period of grace or requirement of notice provided in this Indenture).


60





          Section
12.06. Corporate Existence.


          Subject to
Article Ten hereof, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Company shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders of the
Securities of any series. 


          Section
12.07. Permit No Vacancy in Office of Trustee.


          The
Company, whenever necessary to avoid or fill a vacancy in the office of the
Trustee for the Securities of any series, will appoint, in the manner provided
in Section 8.10 hereof, a Trustee for the Securities of such series, so that there
shall at all times be a Trustee for the Securities of every series hereunder.


          Section
12.08. Other Instruments and Acts.


          The Company
will, as necessary or upon the request of the Trustee for the Securities of any
series, execute and deliver such further instruments and do such further acts
as may reasonably be necessary or proper to carry out more effectually the
purposes of this Indenture.


          Section
12.09. Waiver.


          Without
limitation of the rights of the Holders and the Company with respect to waivers
and amendments set forth in Sections 7.13 and 11.02, the Company may omit in
any particular instance to comply with a covenant or provision hereof which
non-compliance could constitute a default hereunder (other than (i) a covenant
or provision with respect to the payment of the principal of (or premium, if
any) or interest, if any, on any Security of any series, or in payment of any
sinking fund installment or analogous obligation with respect to the Securities
of such series or (ii) a covenant or condition which under Article Eleven
hereof cannot be modified or amended without the consent of the Holder of each
Outstanding Security affected), if before or after the time for such compliance
the Holders of at least a majority in principal amount of the Securities at the
time Outstanding of any series affected by the omission shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or provision except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee of each such series in respect of any such covenant
or provision shall remain in full force and effect.


ARTICLE THIRTEEN


SUBORDINATION OF SECURITIES


          Section
13.01. Securities Subordinate to Senior
Indebtedness.


          The Company
for itself, its successors and assigns, covenants and agrees, and each Holder
of Securities issued, whether upon original issue or upon transfer or
assignment thereof,


61





by his acceptance thereof likewise covenants and agrees, that the
payment of principal of and premium, if any, and interest on each and all Securities
is hereby expressly subordinated, to the extent and in the manner hereinafter
in this Article set forth, in right of payment to the prior payment in full of
all Senior Indebtedness.


          Section
13.02. Payments to Securityholders.


	
  

 	
  

 
	
  

 	
           (a)     Upon
 (i) any acceleration of the principal amount due on the Securities of any
 series or (ii) any payment or distribution of assets of the Company of any
 kind or character, whether in cash, property or securities, to creditors upon
 any dissolution or winding-up or total or partial liquidation or
 reorganization of the Company, whether voluntary or involuntary or in
 bankruptcy, insolvency, receivership or other proceedings, all principal,
 premium, if any, and interest, if any, due upon all Senior Indebtedness shall
 first be paid in full, or payment thereof provided for in money or money’s
 worth in accordance with its terms, before any payment is made on account of
 the principal of, premium, if any, or interest on the indebtedness evidenced
 by the Securities, and upon any such dissolution or winding-up or liquidation
 or reorganization, any payment or distribution of assets of the Company of
 any kind or character, whether in cash, property or securities, to which the
 Holders of the Securities of any series under the terms of this Indenture
 would be entitled, except for the provisions hereof, shall (subject to the
 power of a court of competent jurisdiction to make other equitable provision
 reflecting the rights conferred by the provisions hereof upon the Senior
 Indebtedness and the holders thereof with respect to the Securities and the
 Holders thereof by a lawful plan of reorganization under applicable
 bankruptcy law), be paid by the Company or any receiver, trustee in
 bankruptcy, liquidating trustee, agent or other person making such payment or
 distribution, or by the Holders of the securities if received by them,
 directly to the holders of Senior Indebtedness (pro rata to each such holder
 on the basis of the respective amounts of Senior Indebtedness held by such
 holder) or their representatives, to the extent necessary to pay all Senior
 Indebtedness (including interest thereon) in full in money or money’s worth
 in accordance with its terms, after giving effect to any concurrent payment
 or distribution to or for the holders of Senior Indebtedness, before any
 payment or distribution is made to the Holders of the indebtedness evidenced
 by the Securities. The consolidation of the Company with, or a merger of the
 Company into, another Person or the liquidation or dissolution of the Company
 following the conveyance or transfer of its property as an entirety, or
 substantially as an entirety, to another Person upon the terms and conditions
 provided in Section 10.01 hereof shall not be deemed a dissolution, winding-up,
 liquidation or reorganization for the purposes of this Section 13.02(a).

 
	
  

 	
  

 
	
  

 	
           (b)     In
 the event that any payment or distribution of assets of the Company of any
 kind or character not permitted by Section 13.02(a), whether in cash, property
 or securities, shall be received by the Trustee or the Holders of Securities
 before all Senior Indebtedness is paid in full, or provision made for such
 payment, in accordance with its terms upon written notice to the Trustee or,
 as the case may be, such Holder, such payment or distribution shall be held
 in trust for the benefit of, and shall be paid over or delivered to, the
 holders of such Senior Indebtedness or their representative or
 representatives, or to the Trustee or trustees under any indenture pursuant
 to which any

 


62









	
  

 	
  

 
	
  

 	
 instruments evidencing any of such Senior Indebtedness may have been
 issued, as their respective interest may appear, for application to the
 Payment of all Senior Indebtedness remaining unpaid to the extent necessary
 to pay all such Senior Indebtedness in full in accordance with its terms,
 after giving effect to any concurrent payment or distribution to holders of
 such Senior Indebtedness. Nothing in this Article shall apply to claims of,
 or payment to, the Trustee under or pursuant to Section 8.07. In addition,
 nothing in this Article shall prevent the company form making or the Trustee
 form receiving or applying any payment in connection with the redemption of
 Securities of a series if the first publication of notice of such redemption
 (whether by mail or otherwise in accordance with this Indenture) has been
 made, and the Trustee has received such payment from the Company, prior to
 the occurrence of any of the contingencies specified in this Section 13.02.

 
	
  

 	
  

 
	
  

 	
           (c)     No
payment on account of principal of, premium, if any, sinking funds or
interest on the Securities of any series shall be made unless full payment of
amounts then due for principal, premium, if any, sinking funds and interest
on any Senior Indebtedness has been made or duly provided for in money or
money’s worth in accordance with the terms of such Senior Indebtedness. No
payment on account of principal, premium, if any, sinking funds or interest
on the Securities shall be made if, at the time of such payment or
immediately after giving effect thereto, (i) there shall exist a default in
the payment of principal, premium, if any, sinking fund or interest with
respect to any Senior Indebtedness, or (ii) there shall have occurred an
event of default (other than a default in the payment of principal, premium,
if any, sinking funds or interest) with respect to any Senior Indebtedness,
as defined therein or in the instrument under which the same is Outstanding,
permitting the holders thereof to accelerate the maturity thereof and upon
written notice thereof given to the Trustee, with a copy to the Company (the
delivery of which shall not affect the validity of the notice to the
Trustee), and such event of default shall not have been cured or waived or
shall not have ceased to exist, provided, however, that if the holders of the
Senior Indebtedness to which the default relates have not declared such
Senior Indebtedness to be immediately due and payable and within 180 days
after the occurrence of such default (or have declared such Senior
Indebtedness to be immediately due and payable and within such period have
rescinded such declaration of acceleration), then the Company shall resume
making any and all required payments in respect of the Securities (including
any missed payments). Only one payment blockage period under the immediately
preceding sentence may be commenced within any consecutive 365-day period
with respect to the Securities of any series. No event of default which
existed or was continuing on the date of the commencement of any 180-day
payment blockage period with respect to the Senior Indebtedness initiating
such payment blockage period shall be, or be made, the basis for the
commencement of a second payment blockage period by a Holder or representative
of such Senior Indebtedness whether or not within a period of 365 consecutive
days unless such event of default shall have been cured or waived for a
period of not less than 90 consecutive days (and, in the case of any such
waiver, no payment shall be made by the Company to the holders of Senior
Indebtedness in connection with such waiver other than amounts due pursuant
to the terms of the Senior Indebtedness as in effect at the time of such
default). 

 



          Section
13.03. Subrogation to Rights of Holders of
Senior Indebtedness.


63





          From and
after the payment in full of all Senior Indebtedness, the Holders of the
Securities (together with the holders of any other indebtedness of the Company
which is subordinate in right of payment to the payment in full of all Senior
Indebtedness, which is not subordinate in right of payment to the Securities
and which by its terms grants such right of subrogation to the holder thereof)
shall be subrogated to the rights of the holders of Senior Indebtedness to
receive payments or distributions of assets or securities of the Company
applicable to the Senior Indebtedness until the Securities shall be paid in
full, and, for the purposes of such subrogation, no such payments or
distributions to the holders of Senior Indebtedness of assets or securities,
which otherwise would have been payable or distributable to Holders of the
Securities, shall, as between the Company, its creditors other than the holders
of Senior Indebtedness, and the Holders of the Securities, be deemed to be a
payment by the Company to or on account of the Senior Indebtedness, it being
understood that the provisions of this Article are and are intended solely for
the purpose of defining the relative rights of the Holders of the Securities,
on the one hand, and the holders of the Senior Indebtedness, on the other hand,
and nothing contained in this Article is intended to or shall impair as between
the Company, its creditors other than the holders of Senior Indebtedness, and
the Holders of the Securities, the obligation of the Company, which is
unconditional and absolute, to pay to the Holders of the Securities the
principal of, premium, if any, and interest, if any, on the Securities as and
when the same shall become due and payable in accordance with their terms, or
to affect the relative rights of the Holders of the Securities and creditors of
the Company other than the holders of the Senior Indebtedness, nor shall
anything herein or therein prevent the Trustee or the Holder of a Security of
any series from exercising all remedies otherwise permitted by applicable law
upon default hereunder with respect to the Securities of such series subject to
the rights of the holders of Senior Indebtedness, under Section 13.02, to
receive cash, property or securities of the Company otherwise payable or
deliverable to the Trustee or the Holders of the Securities or to a
representative of such Holders, on their behalf.


          Upon any
distribution or payment in connection with any proceedings or sale referred to
in Section 13.02(a), the Trustee and each Holder of the Securities then
Outstanding, shall be entitled to rely upon a certificate of the liquidating
trustee or agent or other Person making any distribution or payment to the
Trustee or such Holder for the purpose of ascertaining the holders of Senior
Indebtedness entitled to participate in such payment or distribution, the
amount of such Senior Indebtedness or the amount payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article.


          Section
13.04. No Impairment of Subordination.


          Nothing
contained in this Article or elsewhere, in this Indenture or the Securities of
any series shall prevent at any time the Company from making payments at any
time of principal of or premium, if any, or interest on the Securities, except
under the conditions described in Section 13.02 or during the pendency of any
proceedings or sale therein referred to.


          Section
13.05. Trustee to Effectuate Subordination.


          Each Holder
of a Security by his acceptance thereof, whether upon original issue or upon
transfer or assignment, authorizes and directs the Trustee on his behalf to
take such action as


64





may be necessary or appropriate to effectuate the subordination
provisions in this Article and appoints the Trustee his attorney-in-fact for
any and all such purposes.


          No rights
of any present or future holder of any Senior Indebtedness to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Trustee or any Holder
of the Securities then Outstanding, or by any act or failure to act, in good
faith, by any such holder, or by any noncompliance by any such holder, with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof which any such holder may have or otherwise be charged with.


          Without in
any way limiting the generality of the foregoing paragraph, the holders of
Senior Indebtedness may, at any time and from time to time, without the consent
of or notice to the Holders of the Securities, without incurring responsibility
to the Holders of the Securities and without impairing or releasing the
subordination provided in this Article or the obligations of the Holders of the
Securities to the holders of Senior Indebtedness, do any one or more of the
following: (i) change the manner, place or terms of payment of, or renew or
alter, Senior Indebtedness, or otherwise amend or supplement in any manner
Senior Indebtedness of any instrument evidencing the same or any agreement
under which Senior Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing
Senior Indebtedness; (iii) release any Person liable in any manner for the
collection of Senior Indebtedness; and (iv) exercise or refrain from exercising
any rights against the Company and any other Person.


          Section
13.06. Notice to Trustee.


          The Company
shall give prompt written notice to the Trustee in the form of an Officers’
Certificate of any fact known to the Company which would prohibit the making of
any payment of money to or by the Trustee in respect of the Securities pursuant
to the provisions of this Article. Notwithstanding the provisions of this
Article or any other provisions of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities
pursuant to the provisions of this Article, unless and until the Trustee shall
have received at its Corporate Trust Office written notice thereof from the
Company or a holder or holders of Senior Indebtedness or from any trustee
therefor at least two Business Days prior to such payment date; and, prior to
the receipt of any such written notice, the Trustee, shall be entitled in all
respects to assume that no such facts exist.


          The Trustee
shall be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee on
behalf of such holder) to establish that such notice has been given by a holder
of Senior Indebtedness or a trustee on behalf of any such holder. In the event
that the Trustee determines in good faith that further evidence is required
with respect to the right of any Person as a holder of Senior Indebtedness to
participate in any payment or distribution pursuant to this Article, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under the Article, and, if such evidence is not furnished, the Trustee
may defer any


65





payment to such Person pending judicial determination as to the right
of such Person to receive such payment.


          Section
13.07. Reliance on Certificate of
Liquidating Agent.


          Upon any
payment or distribution referred to in this Article, the Trustee, and the
Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which a dissolution, winding
up or total or partial liquidation or reorganization of the Company is pending,
or a certificate of the trustee in bankruptcy, liquidating trustee, custodian,
receiver, assignee for the benefit of creditors, agent or other Person making
such payment or distribution, delivered to the Trustee or to the Holders of the
Securities, for the purpose of ascertaining the Persons entitled to participate
in such distribution, the holders of the Senior Indebtedness and other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article.


          Section
13.08. Trustee Not Fiduciary for Holders of
Senior Indebtedness.


          The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness and shall not be liable to any such holders if it shall in good
faith mistakenly pay over or distribute to Holders of the Securities of any
series or to the Company or to any other Person cash, property or securities to
which any holders of Senior Indebtedness shall be entitled by virtue of this
Article or otherwise,


          Section
13.09. Rights of Trustee as Holder of Senior
Indebtedness.


          The Trustee
in its individual capacity shall be entitled to all the rights set forth in
this Article with respect to any Senior Indebtedness which may at any time be
held by it, to the same extent as any other holder of Senior Indebtedness, and
nothing in this Indenture shall deprive the Trustee of any of its rights as
such holder.


          Section
13.10. Article Applicable to Paying Agent.


          In case at
any time any Paying Agent other than the Trustee shall have been appointed by
the Company and be then acting hereunder, the term “Trustee” as used in this
Article shall in such case (unless the context shall otherwise require) be
construed as extending to and including such Paying Agent within its meaning as
fully for all intents and purposes as if such Paying Agent were named in this
Article in addition to or in place of the Trustee; provided, however, that this
Section shall not apply to the Company or any Affiliate of the Company if it or
such Affiliate acts as Paying Agent.


66






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


	
 

	
 

	
 


	
 

	
AMERICAN
 EXPRESS COMPANY


	
 

	
 


	
 

	
By: 

	



	
 

	
 

	 


	
 

	
 

	
Title:
 Treasurer


	
 

	
 


	
 

	
THE BANK OF
 NEW YORK, as Trustee


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	 


	
 

	
 

	
Title:





Signature Page to the

 Subordinated Indenture







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


	
 

	
 

	
 


	
 

	
AMERICAN
 EXPRESS COMPANY


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 


	
 

	
 

	
Title:
 Treasurer


	
 

	
 


	
 

	
THE BANK OF
 NEW YORK, as Trustee


	
 

	
 

	
 


	
 

	
By: 

	



	
 

	
 

	 


	
 

	
 

	
Title:
 Assistant Vice President





Signature Page to the

 Subordinated Indenture