China TransInfo Technology Corp.: Exhibit 4.4 - Prepared by TNT
Filings Inc.








Exhibit 4.4


	
   

  	
   

  	
   

  
	
  China TransInfo Technology Corp.

  
	
   

  	
   

  	
   

  
	
   

  	
  TO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [     ]

  	
   

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	 


  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Indenture

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Dated as of __,
  200_

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	 


  	
   

  











TABLE OF CONTENTS


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Page

  
	
   

  	
   

  	 


  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  
	
   

  
	
  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

  
	
   

  	
   

  	
   

  
	
  Section 101.

  	
  Definitions

  	
  1

  
	
  Section 102.

  	
  Compliance
  Certificates and Opinions

  	
  9

  
	
  Section 103.

  	
  Form of
  Documents Delivered to Trustee

  	
  9

  
	
  Section 104.

  	
  Acts of
  Holders

  	
  10

  
	
  Section 105.

  	
  Notices,
  Etc. to Trustee and Company

  	
  11

  
	
  Section 106.

  	
  Notice to
  Holders; Waiver

  	
  11

  
	
  Section 107.

  	
  Conflict
  With Trust Indenture Act

  	
  12

  
	
  Section 108.

  	
  Effect of
  Headings and Table of Contents

  	
  12

  
	
  Section 109.

  	
  Successors
  and Assigns

  	
  12

  
	
  Section 110.

  	
  Separability
  Clause

  	
  12

  
	
  Section 111.

  	
  Benefits of
  Indenture

  	
  12

  
	
  Section 112.

  	
  Governing
  Law

  	
  13

  
	
  Section 113.

  	
  Legal
  Holidays

  	
  13

  
	
  Section 114.

  	
  Rules by
  Trustee and Agents

  	
  13

  
	
  Section 115.

  	
  No Recourse
  Against Others

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
   

  	
   

  
	
  SECURITY FORMS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 201.

  	
  Forms
  Generally

  	
  13

  
	
  Section 202.

  	
  Form of
  Trustee’s Certificate of Authentication

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
   

  	
   

  
	
  THE SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 301.

  	
  Amount
  Unlimited; Issuable in Series

  	
  14

  
	
  Section 302.

  	
  Denominations

  	
  19

  
	
  Section 303.

  	
  Execution,
  Authentication, Delivery and Dating

  	
  19

  
	
  Section 304.

  	
  Temporary
  Securities

  	
  21

  



i






  

	
   

  	
   

  	
   

  
	
  Section 305.

  	
  Registration,
  Registration of Transfer and Exchange

  	
  22

  
	
  Section 306.

  	
  Mutilated,
  Destroyed, Lost and Stolen Securities

  	
  23

  
	
  Section 307.

  	
  Payment of
  Interest; Interest Rights Preserved

  	
  24

  
	
  Section 308.

  	
  Persons
  Deemed Owners

  	
  25

  
	
  Section 309.

  	
  Cancellation

  	
  26

  
	
  Section 310.

  	
  Computation
  of Interest

  	
  26

  
	
  Section 311.

  	
  Global
  Securities; Exchanges; Registration and Registration of Transfer

  	
  26

  
	
  Section 312.

  	
  Extension of
  Interest Payment

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  
	
  SATISFACTION AND DISCHARGE

  
	
   

  	
   

  	
   

  
	
  Section 401.

  	
  Satisfaction
  and Discharge of Indenture

  	
  28

  
	
  Section 402.

  	
  Application
  of Trust Money

  	
  29

  
	
  Section 403.

  	
  Satisfaction,
  Discharge and Defeasance of Securities of Any Series

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
   

  	
   

  
	
  REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 501.

  	
  Events of
  Default

  	
  31

  
	
  Section 502.

  	
  Acceleration
  of Maturity; Rescission and Annulment

  	
  33

  
	
  Section 503.

  	
  Collection
  of Indebtedness and Suits for Enforcement by Trustee

  	
  34

  
	
  Section 504.

  	
  Trustee May
  File Proofs of Claim

  	
  35

  
	
  Section 505.

  	
  Trustee May
  Enforce Claims Without Possession of Securities or Coupons

  	
  35

  
	
  Section 506.

  	
  Application
  of Money Collected

  	
  36

  
	
  Section 507.

  	
  Limitation
  on Suits

  	
  36

  
	
  Section 508.

  	
  Unconditional
  Right of Holders to Receive Principal, Premium and Interest

  	
  37

  
	
  Section 509.

  	
  Restoration
  of Rights and Remedies

  	
  37

  
	
  Section 510.

  	
  Rights and
  Remedies Cumulative

  	
  37

  
	
  Section 511.

  	
  Delay or
  Omission Not Waiver

  	
  37

  
	
  Section 512.

  	
  Control by
  Holders

  	
  37

  
	
  Section 513.

  	
  Waiver of
  Past Defaults

  	
  38

  
	
  Section 514.

  	
  Undertaking
  for Costs

  	
  38

  
	
  Section 515.

  	
  Waiver of
  Stay or Extension Laws

  	
  39

  



  



ii






  

	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
   

  	
   

  
	
  THE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 601.

  	
  Certain
  Duties and Responsibilities

  	
  39

  
	
  Section 602.

  	
  Notice of
  Defaults

  	
  40

  
	
  Section 603.

  	
  Certain
  Rights of Trustee

  	
  40

  
	
  Section 604.

  	
  Not
  Responsible for Recitals or Issuance of Securities

  	
  42

  
	
  Section 605.

  	
  May Hold
  Securities

  	
  42

  
	
  Section 606.

  	
  Money Held
  in Trust

  	
  42

  
	
  Section 607.

  	
  Compensation
  and Reimbursement

  	
  42

  
	
  Section 608.

  	
  Disqualification;
  Conflicting Interests

  	
  43

  
	
  Section 609.

  	
  Corporate
  Trustee Required; Eligibility

  	
  43

  
	
  Section 610.

  	
  Resignation
  and Removal; Appointment of Successor

  	
  43

  
	
  Section 611.

  	
  Acceptance
  of Appointment by Successor

  	
  45

  
	
  Section 612.

  	
  Merger,
  Conversion, Consolidation or Succession to Business

  	
  46

  
	
  Section 613.

  	
  Preferential
  Collection of Claims Against Company

  	
  46

  
	
  Section 614.

  	
  Appointment
  of Authenticating Agent

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
   

  	
   

  
	
  HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 701.

  	
  Company to
  Furnish Trustee Names and Addresses of Holders

  	
  48

  
	
  Section 702.

  	
  Preservation
  of Information; Communications to Holders

  	
  49

  
	
  Section 703.

  	
  Reports by
  Trustee

  	
  50

  
	
  Section 704.

  	
  Reports by
  Company

  	
  51

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
   

  	
   

  
	
  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 801.

  	
  Company May
  Consolidate, Etc. Only on Certain Terms

  	
  52

  
	
  Section 802.

  	
  Successor
  Corporation Substituted

  	
  52

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  
	
   

  	
   

  
	
  SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 901.

  	
  Supplemental
  Indentures Without Consent of Holders

  	
  53

  
	
  Section 902.

  	
  Supplemental
  Indentures With Consent of Holders

  	
  55

  



  



iii





	
   

  	
   

  	
   

  
	
  Section 903.

  	
  Execution of
  Supplemental Indentures

  	
  56

  
	
  Section 904.

  	
  Effect of
  Supplemental Indentures

  	
  57

  
	
  Section 905.

  	
  Conformity
  With Trust Indenture Act

  	
  57

  
	
  Section 906.

  	
  Reference in
  Securities to Supplemental Indentures

  	
  57

  
	
  Section 907.

  	
  Revocation
  and Effect of Consents

  	
  57

  
	
  Section 908.

  	
  Modification
  Without Supplemental Indenture

  	
  58

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  
	
   

  	
   

  
	
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  1001.

  	
  Payment of
  Principal, Premium and Interest

  	
  58

  
	
  Section
  1002.

  	
  Maintenance
  of Office or Agency

  	
  59

  
	
  Section
  1003.

  	
  Money for
  Securities Payments to Be Held in Trust

  	
  60

  
	
  Section
  1004.

  	
  Corporate
  Existence

  	
  61

  
	
  Section
  1005.

  	
  Defeasance
  of Certain Obligations

  	
  61

  
	
  Section
  1006.

  	
  Statement by
  Officers as to Default

  	
  63

  
	
  Section
  1007.

  	
  Waiver of
  Certain Covenants

  	
  63

  
	
  Section
  1008.

  	
  Maintenance
  of Properties

  	
  64

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  
	
   

  	
   

  
	
  REDEMPTION OF SECURITIES

  	
   

  
	
   

  	
   

  
	
  Section
  1101.

  	
  Applicability
  of Article

  	
  64

  
	
  Section
  1102.

  	
  Election to
  Redeem; Notice to Trustee

  	
  64

  
	
  Section
  1103.

  	
  Selection by
  Trustee of Securities to Be Redeemed

  	
  65

  
	
  Section
  1104.

  	
  Notice of
  Redemption

  	
  65

  
	
  Section
  1105.

  	
  Securities
  Payable on Redemption Date

  	
  67

  
	
  Section
  1106.

  	
  Securities
  Redeemed in Part

  	
  67

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
   

  
	
   

  	
   

  
	
  SINKING FUNDS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  1201.

  	
  Applicability
  of Article

  	
  67

  
	
  Section
  1202.

  	
  Satisfaction
  of Sinking Fund Payments With Securities

  	
  68

  
	
  Section
  1203.

  	
  Redemption
  of Securities for Sinking Fund

  	
  68

  



iv





	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
   

  
	
   

  	
   

  
	
  REPAYMENT OF SECURITIES AT OPTION OF HOLDERS

  	
   

  
	
   

  	
   

  
	
  Section
  1301.

  	
  Applicability
  of Article

  	
  68

  
	
  Section
  1302.

  	
  Notice of
  Repayment Date

  	
  68

  
	
  Section
  1303.

  	
  Securities
  Payable on Repayment Date

  	
  70

  
	
  Section
  1304.

  	
  Securities Repaid
  in Part

  	
  70

  



v





          INDENTURE,
dated as of [ ], 200_, between CHINA TRANSINFO TECHNOLOGY CORP., a corporation
duly organized and existing under the laws of the State of Nevada (herein
called the “Company”), and [ ] (herein called the “Trustee”).


Recitals Of The Company


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


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


          NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


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


ARTICLE I


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


          Section
101. Definitions. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires;


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


                    (2)
all other terms used herein which are defined in the Trust Indenture Act,
either directly or by reference therein, have the meanings assigned to them
therein;


                    (3)
all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles, and, except
as otherwise herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or
permitted hereunder shall mean such accounting principles as are generally
accepted in the United States at the date of such computation or, at the
election of the Company from time to time, at the date of the execution and
delivery of this Indenture; 


                    (4)
the word “or” is not exclusive; and


                    (5)
the words “herein”, “hereof” and “hereunder” and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section
or other subdivision.


1





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


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


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


          “Authenticating
Agent” means any Person authorized by the Trustee to act on
behalf of the Trustee to authenticate Securities.


          “Authorized
Newspaper” means a newspaper of general circulation, in an
official language of the country of publication or in the English language,
customarily published on a daily basis (including newspapers published on a
daily basis except not published on Legal Holidays, as defined in Section 113)
in such country. 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
different Authorized Newspapers.


          “Authorized
Officer” means the Chairman of the Board, the Chief Executive
Officer, the Chief Financial Officer, the Secretary, any Assistant Secretary or
any other officer or agent of the Company duly authorized by the Board of
Directors to act in respect of matters relating to this Indenture.


          “Board of
Directors” means either the board of directors of the Company or
any duly authorized committee of that board.


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


          “Business
Day”, when used with respect to any Place of Payment or any
other particular location specified in the Securities or this Indenture, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in that Place of Payment such other location, or the
city in which the Corporate Trust Office of the Trustee is located, are
authorized or obligated by law to close, except as may be otherwise specified
as contemplated by Section 301.


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


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


2





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


          “Company
Request” or “Company Order” means a written request
or order signed in the name of the Company by an Authorized Officer 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 administered and,
with respect to [ ], shall be located in [ ].


          “Corporation”
includes corporations, associations, joint stock companies, limited liability
companies and business trusts.


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


          “Depository”
means, with respect to any series of Securities issuable or issued in the form
of a Global Security, an entity named as such in the Indenture, or, if no
entity is so named, an entity, if any, named by the Company as such by Board
Resolution, or its successor. The Depository is the entity which holds a Global
Security, if any, and operates the computerized book-entry system through which
ownership interests in the Securities are recorded. Such entity shall at all
times be a registered clearing agency under the Securities Exchange Act of
1934, as amended, and in good standing thereunder or, in the case of an entity
that holds a Global Security issued outside of the United States, such entity
shall at all times be in compliance with any applicable registration
requirements and in good standing under application regulations.


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


          “Eligible
Obligations” means:


          (a)
with respect to Securities denominated in Dollars, U.S. Government Obligations;
or


          (b)
with respect to Securities denominated in a currency other than Dollars or in a
composite currency, such other obligations or instruments as shall be specified
with respect to such Securities, as contemplated by Section 301(24).


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


          “Global
Security” means a Security, if any, issued to evidence all or a
part of a series of Securities in accordance with Section 301.


          “Holder”
means the bearer of an Unregistered Security or coupon appertaining thereto or
a Person in whose name a Registered Security is registered in the Security
Register or the Person who is the record owner of any ownership interests in a
Global Security.


          “Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms
of particular series of Securities established as contemplated by Section 301.


3





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


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


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


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


          “Officer’s
Certificate” means a certificate signed by an Authorized Officer
and delivered to the Trustee.


          “Opinion
of Counsel” means a written opinion of counsel, who may be an
employee of, or counsel for, the Company or an Affiliate of the Company, and
who shall be acceptable to the Trustee.


          “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 of the Maturity thereof pursuant to Section 502.


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


	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
            (b)
  Securities or portions thereof for whose payment or redemption (a) money in
  the necessary amount has been theretofore deposited with the Trustee or any
  Paying Agent (other than the Company) in trust or set aside and segregated in
  trust by the Company (if the Company shall act as its own Paying Agent) for the
  Holders of such Securities or (b) Eligible Obligations as contemplated by Sections
  401 and 403 in the necessary amount have been
  theretofore deposited with the Trustee, in trust, for the Holders of such
  Securities (whether or not the Company’s indebtedness in respect thereof
  shall be satisfied and discharged for purposes of this Indenture or
  otherwise), provided that, if such Securities are to be redeemed,
  notice of such redemption has been duly given pursuant to this Indenture or
  provision therefor satisfactory to the Trustee has been made; and

  



4





	
   

  	
   

  
	
   

  	
            (c)
  Securities that have been paid pursuant to Section 306 or in exchange
  for or in lieu of which other Securities have been authenticated and
  delivered pursuant to this Indenture, other than any such Securities in
  respect of which there have been presented to the Trustee proof satisfactory
  to it and the Company that such Securities are held by a bona fide purchaser
  in whose hands such Securities are valid obligations of the Company;

  



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


(w) Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other
obligor (unless the Company, such Affiliate or such obligor owns (i) all
Securities Outstanding under this Indenture or (ii) except for the purposes of
actions to be taken by Holders of more than one series or Tranche voting as a
class, all Outstanding Securities of each such series and each such Tranche, as
the case may be, determined without regard to this clause) shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor; 


	
   

  	
   

  
	
   

  	
  (x) in
  determining whether the Holders of the requisite principal amount of
  Securities of any series or Tranche have concurred in any direction, waiver
  or consent, the principal amount of Original Issue Discount Securities that
  shall be deemed to be outstanding shall be the amount of the principal
  thereof that would be due and payable as of the date of such determination
  upon acceleration of the maturity thereof pursuant to Section 502;

  
	
   

  	
   

  
	
   

  	
  (y) in the
  case of any Security the principal of which is payable from time to time
  without presentment or surrender, the principal amount of such Security that
  shall be deemed to be Outstanding at any time for all purposes of this
  Indenture shall be the original principal amount thereof less the aggregate
  amount of principal thereof theretofore paid; and 

  
	
   

  	
   

  
	
   

  	
  (z) the
  principal amount of any Security which is denominated in a currency other
  than Dollars or in a composite currency that shall be deemed to be
  Outstanding for such purposes shall be the amount of Dollars that could have
  been purchased by the principal amount (or, in the case of an Original Issue
  Discount Security, the Dollar equivalent on the date determined as set forth
  below of the amount determined as provided in (x) above) of such currency or
  composite currency evidenced by such Security, in each such case certified to
  the Trustee in an Officer’s Certificate based (i) on the average of the mean
  of the buying and selling spot rates quoted by three banks which are members
  of the New York Clearing House Association selected by the Company in effect
  at 11:00 A.M. (New York time) in The City of New York on the fifteenth
  Business Day preceding any such determination or (ii) if on such fifteenth
  Business Day it is not possible or practicable to obtain such quotations from
  such three banks, on such other quotations or alternative methods of
  determination that shall be as consistent as practicable with the method set
  forth in (i) above.

  



5





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


          “Periodic
Offering” means an offering of Securities of a series from time
to time any or all of the specific terms of which Securities, including without
limitation the rate or rates of interest, if any, thereon, the Stated Maturity
or Maturities thereof and the redemption provisions, if any, with respect
thereto, are to be determined by the Company or its agents from time to time
subsequent to the initial request for the authentication and delivery of such
Securities by the Trustee, all as contemplated in Section 301 and clause (2) of
Section
303.


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


          “Place of
Payment”, when used with respect to the Securities of any
series, or any Tranche thereof, means the place or places where the principal
of (and premium, if any) and interest, if any, on the Securities of that series
or Tranche are payable as specified as contemplated by Section 301.


          “Predecessor
Security” of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security, and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.


          “Redemption
Date”, when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to Section 301 of this
Indenture.


          “Redemption
Price”, when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture,
exclusive of accrued and unpaid interest, if any.


          “Registered
Security” means any Security issued hereunder and registered by
the Security Registrar or any recorded interest in a Global Security issued
hereunder.


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


          “Repayment
Date”, when used with respect to any Security of any series to
be repaid or repurchased, means the date, if any, fixed for such repayment or
for such repurchase (whether at the option of the Holders or otherwise)
pursuant to Section 301 of this Indenture.


6





          “Repayment
Price”, when used with respect to any Security of any series to
be repaid, means the price, if any, at which it is to be repaid pursuant to Section 301.


          “Responsible
Officer”, when used with respect to the Trustee, means any
officer within the corporate trust department or any other successor group of
the Trustee, including any vice president, assistant vice president, assistant
secretary or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer
of the Trustee to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.


          “Security”
or “Securities”
has the meaning stated in the first recital of this Indenture and more
particularly means any Security or Securities authenticated and delivered under
this Indenture.


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


          “Senior
Securities” means Securities other than Subordinated Securities.


          “series”
or “series
of Securities” means a series of Securities issued under this
Indenture as determined by Board Resolution or as otherwise determined under
this Indenture, and except as otherwise provided in Section 608.


          “Special
Record Date” for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.


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


          “Subordinated
Securities” means Securities that by the terms established
pursuant to Subsection 301(10) are subordinate to any specified debt of the
Company.


          “Subsidiary”
means (i) any corporation, association or other business entity of which more
than 50% of the outstanding total voting stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof is at the time owned or controlled, directly or indirectly,
by the Company or by one or more other Subsidiaries, or by the Company and one
or more other Subsidiaries or (ii) any partnership the sole general partner or
the managing general partner of which is the Company or a Subsidiary of the
Company or the only general partners of which are the Company or of one or more
Subsidiaries of the Company (or any combination thereof). For the purposes of
this definition, “voting stock” means, in the case of a corporation, stock
which ordinarily has voting power for the election of directors, whether at all
times or only so long as no senior class of capital stock has such voting power
by reason of any contingency, in the case of an association or business entity,
any and all shares, interests, participations, rights or other equivalents
(however designated) of corporate stock, in the case of a partnership or
limited liability company, partnership or membership interests (whether general
or limited), and any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.


7





          “Tranche”
means a group of Securities which (a) are of the same series and (b) have
identical terms except as to principal amount or date of issuance.


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


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


          “U.S.
Government Obligations” means (a) direct obligations of the
United States for the payment of which its full faith and credit is pledged, or
obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States and the payment of which is
unconditionally guaranteed by the United States and (b) certificates,
depositary receipts or other instruments which evidence a direct ownership
interest in obligations described in clause (a) above or in any specific
interest or principal payments due in respect thereof; provided, however, that the
custodian of such obligations or specific interest or principal payments shall
be a bank or trust company (which may include the Trustee or any Paying Agent)
subject to federal or state supervision or examination with a combined capital
and surplus of at least $50,000,000; and provided, further, that except as may be
otherwise required by law, such custodian shall be obligated to pay to the
holders of such certificates, depositary receipts or other instruments the full
amount received by such custodian in respect of such obligations or specific
payments and shall not be permitted to make any deduction therefrom.


          “U.S.
Person” means a citizen, national or resident of the United
States, a corporation, partnership, limited liability company, or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof, or an estate or trust whose income from sources without
the United States is includible in gross income for United States federal
income tax purposes regardless of its connection with the conduct of a trade or
business within the United States.


          “Unregistered
Security” means any Security issued hereunder which is not a
Registered Security.


          “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”.


          “Yield to
Maturity” means the yield to maturity, calculated by the Company
at the time of issuance of a series of Securities or, if applicable, at the
most recent determination of interest on such series in accordance with
accepted financial practice.


8





          Section
102. Compliance Certificates and Opinions. Except as otherwise expressly provided in this Indenture upon any application
or request by the Company to the Trustee to take any action under any provision
of this Indenture, the Company shall, if requested by the Trustee, 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.


          Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than certificates provided pursuant to Section 704(4))
shall include:


	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  
	
   

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

  



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


          Any
certificate or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon an Opinion of Counsel. Any such 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.


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


9





          Section
104. Acts of Holders. (a) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be made,
given or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; 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, or of the
holding by any Person of Unregistered Securities, shall be sufficient for any
purpose of this Indenture and (subject to Section 601) conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.


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


                    (c)
The amount of Unregistered Securities held by any Person executing any such
instrument or writings as the Holder thereof, and the numbers of such
Unregistered Securities, and the date of his holding the same, may be proved by
the production of such Unregistered Securities or by a certificate executed, as
depositary, by any trust company, bank, banker or member of a national
securities exchange (wherever situated), if such certificate is in form
satisfactory to the Trustee, showing that at the date therein mentioned such
Person had on deposit with such depositary, or exhibited to it, the
Unregistered Securities therein described; or such facts may be proved by the
certificate or affidavit of the Person executing such instrument or writing as
the Holder thereof, if such certificate or affidavit is in form satisfactory to
the Trustee. The Trustee and the Company may assume that such ownership of any
Unregistered Securities continues until (1) another certificate bearing a later
date issued in respect of the same Unregistered Securities is produced, or (2)
such Unregistered Securities are produced by some other Person, or (3) such
Unregistered Securities are registered as to principal or are surrendered in
exchange for Unregistered Securities, or (4) such Unregistered Securities are
no longer Outstanding.


                    (d)
The fact and date of execution of any such instrument or writing and the amount
and number of Unregistered Securities held by the Person so executing such
instrument or writing may also be proved in any other manner that the Trustee
deems sufficient; and the Trustee may in any instance require further proof
with respect to any of the matters referred to in this Section.


                    (e)
The principal amount (except as otherwise contemplated in clause (x) of the
proviso to the definition of “Outstanding”) and serial numbers of Securities
held by any Person, and the date of holding the same, shall be proved by the
Security Register.


10





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


                    (g)
The Company may set a record date for purposes of determining the identity of
Holders of any Securities of any series entitled to vote or consent to any
action by vote or consent authorized or permitted by Section 512 or 513.
Such record date shall be the later of 30 days prior to the first solicitation
of such consent or the date of the most recent list of Holders of such
Securities furnished to the Trustee pursuant to Section 701 prior to such
solicitation.


                    (h)
If the Company solicits from Holders any request, demand, authorization,
direction, notice, consent, waiver or other Act, the Company may, at its
option, fix in advance a record date for the determination of Holders entitled
to give such request, demand, authorization, direction, notice, consent, waiver
or other Act, but the Company shall have no obligation to do so. If such a
record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act may be given before or after such record date, but
only the Holders of record at the close of business on the record date shall be
deemed to be Holders for the purposes of determining whether Holders of the
requisite proportion of the Outstanding Securities have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding Securities shall be
computed as of the record date.


          Section
105. Notices, Etc. to Trustee and Company. Except as otherwise provided
herein, any request, demand, authorization, direction, notice, consent,
election, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,


	
   

  	
   

  
	
   

  	
            (1)
  the 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, Attention: [ ], [ ], or

  
	
   

  	
   

  
	
   

  	
            (2)
  the Company by the Trustee or by any Holder shall be sufficient for every
  purpose hereunder (unless otherwise herein expressly provided) if in writing
  and mailed, first-class postage prepaid, to the Company addressed to it at
  the address of its principal office specified in the first paragraph of this
  instrument or at any other address previously furnished in writing to the
  Trustee by the Company.

  



          Section
106. Notice to Holders; Waiver. Except as otherwise expressly provided
herein, where this Indenture provides for notice of any event or reports to
Holders, such notice or report shall be sufficiently given if in writing and
mailed, first-class postage prepaid, to each Holder of Registered Securities
affected by such event, at the address of such Holder as it appears in the
Security Register and to addresses filed with the Trustee or preserved on the
Trustee’s list pursuant to Section 702(a) for other Holders (and to
such other addressees as may be required in the case of such notice or report
under Section 313(c) of the Trust Indenture Act), not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice or report. 


11





          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. 


          Notice
shall be sufficiently given to Holders of Unregistered Securities if published
in an Authorized Newspaper in each of The City of New York and, if such
Securities are listed on any stock exchange outside of the United States, in
the city in which such stock exchange is located, or in such other city or
cities as may be specified in the Securities, once in each of two different
calendar weeks, the first publication to be not earlier than the earliest date,
and not later than the last date, if any, prescribed for the giving of such
notice. 


          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.


          In
case by reason of the suspension of regular mail service or by reason of any
other cause is impracticable to give such notice by mail, then such
notification that is made with the approval of the Trustee shall constitute a
sufficient notification for every purpose hereunder.


          If
it is impractical in the opinion of the Trustee or the Company to make any
publication of any notice required hereby in an Authorized Newspaper, any
publication or other notice in lieu thereof that is made or given with the
approval of the Trustee shall constitute a sufficient publication of such
notice.


          Section
107. Conflict With Trust Indenture Act. If any provision hereof limits,
qualifies or conflicts with the duties imposed by operation of subsection (c)
of Section 318 of the Trust Indenture Act, the imposed duties shall control.


          Section
108. 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
109. 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
110. Separability Clause. In case any provision in this Indenture or in
the Securities is invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.


          Section
111. Benefits of Indenture. Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto (including any Paying Agent appointed pursuant to Section 1002 and
Authenticating Agent appointed pursuant to Section 614 to the extent provided herein)
and their successors hereunder and the Holders, any benefit or any legal or
equitable right, remedy or claim under this Indenture.


12





          Section
112. Governing Law. This Indenture and the Securities shall be governed
by and construed in accordance with the laws of the State of New York.


          Section
113. Legal Holidays. In any case where any Interest Payment Date,
Redemption Date, Repayment Date or Stated Maturity of any Security is not a
Business Day at any Place of Payment or the city in which the Corporate Trust
Office of the Trustee is located, then (notwithstanding any other provision of
this Indenture or of the Securities other than a provision in Securities of any
series, or any Tranche thereof, or in the Board Resolution or Officer’s
Certificate that establishes the terms of such Securities or Tranche, that
specifically states that such provision shall apply in lieu of this Section)
payment of interest or principal (and premium, if any) need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date or Redemption Date, Repayment Date, or at the Stated
Maturity, provided
that no interest shall accrue with respect to such payment for the period from
and after such Interest Payment Date, Redemption Date, Repayment Date or Stated
Maturity, as the case may be.


          Section
114. Rules by Trustee and Agents. The Trustee may make reasonable rules
for action by or at a meeting of Holders of one or more series. The Paying
Agent or Security Registrar may make reasonable rules and set reasonable
requirements for its functions.


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


ARTICLE II


SECURITY FORMS


          Section
201. Forms Generally. The Securities of each series and related coupons,
if any, shall be in substantially the form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities. When the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be delivered to the Trustee at or prior to the delivery of the
Company Order contemplated by Section 303 for the authentication and
delivery of such Securities.


13





          If
required or appropriate under applicable law, Unregistered Securities and their
coupons must have the following statement on their face: “Any United States
person who holds this obligation will be subject to limitations under the
United States income tax laws, including the limitations provided in Sections
165(j) and 1287(a) of the Internal Revenue Code”. If required or appropriate
under applicable law, Unregistered Securities and their coupons must have the
following statement on their face: “By accepting this obligation, the Holder
represents and warrants that it is not a U.S. Person (other than an exempt
recipient described in section 6049(b)(4) of the Internal Revenue Code and the
regulations thereunder) and that it is not acting for or on behalf of a U.S.
Person (other than an exempt recipient described in section 6049(b)(4) of the
Internal Revenue Code and the regulations thereunder).”


          The
definitive Securities shall be produced in such manner or combination of
manners, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.


          Section
202. Form of Trustee’s Certificate of Authentication. The Trustee’s
certificate of authentication shall be in substantially the following form:


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


	
   

  	
   

  	
   

  
	
   

  	
  [          ]

  
	
   

  	
       as
  Trustee

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	 


  
	
   

  	
   

  	
  Authorized Officer

  



ARTICLE III


THE SECURITIES


          Section
301. 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 may be Registered
Securities and Unregistered Securities within a series. Registered and
Unregistered Securities may be in temporary or permanent global form.
Unregistered Securities may be issued with or without coupons attached.
Unregistered Securities may be subject to such restrictions, and contain such
legends, as may be required by United States laws and regulations. Subject to
the last paragraph of this Section, there shall be established in or pursuant
to a Board Resolution, and set forth in an Officer’s Certificate, or
established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series,


	
   

  	
   

  
	
   

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

  



14





	
   

  	
   

  
	
   

  	
            (2)
  any limit upon the aggregate principal amount of the Securities of the series
  that may be authenticated and delivered under this Indenture (except for
  Securities authenticated and delivered upon registration of transfer of, or
  in exchange for, or in lieu of, other Securities of the series pursuant to Section
  304, 305, 306, 906, 1107 or 1305 and except for any
  Securities that, pursuant to Section 303, are deemed never to have
  been authenticated and delivered hereunder);

  
	
   

  	
   

  
	
   

  	
            (3)
  the price or prices (expressed as a percentage of the principal amount
  thereof) at which the securities will be issued and the date or dates on
  which the principal (and premium, if any) of the Securities of the series, or
  any Tranche thereof, is payable;

  
	
   

  	
   

  
	
   

  	
            (4)
  the date or dates on which the principal of the Securities of such series, or
  any Tranche thereof, is payable or any formula or other method or other means
  by which such date or dates shall be determined, by reference to an index or
  other fact or event ascertainable outside of this Indenture or otherwise
  (without regard to any provisions for redemption, prepayment, acceleration,
  purchase or extension);

  
	
   

  	
   

  
	
   

  	
            (5)
  the rate or rates at which the Securities of such series, or any Tranche
  thereof, shall bear interest, if any (including the rate or rates at which
  overdue principal shall bear interest, if different from the rate or rates at
  which such Securities shall bear interest prior to Maturity, and, if
  applicable, the rate or rates at which overdue premium or interest shall bear
  interest, if any), or any formula or other method or other means by which
  such rate or rates shall be determined, by reference to an index or other
  fact or event ascertainable outside of this Indenture or otherwise; the date
  or dates from which such interest shall accrue; the Interest Payment Dates on
  which such interest shall be payable and the Regular Record Date, if any, for
  the interest payable on such Securities on any Interest Payment Date; the
  right of the Company, if any, to extend the interest payment periods and the
  duration of any such extension as contemplated by Section 312; and the basis
  of computation of interest, if other than as provided in Section 310;

  
	
   

  	
   

  
	
   

  	
            (6)
  the place or places where the principal of (and premium, if any) and
  interest, if any, on Securities of the series, or any Tranche thereof, shall
  be payable, any Registered Securities of the series, or any Tranche thereof,
  may be surrendered for registration of transfer, Securities of the series, or
  any Tranche thereof, may be surrendered for exchange, and where notices and
  demands to or upon the Company in respect of the Securities of the series, or
  any Tranche thereof, and this Indenture may be served and notices to Holders
  pursuant to Section 106 will be published; the Security Registrar and
  any Paying Agent or Agents for such series or Tranche; and if such is the
  case, that the principal of such Securities shall be payable without
  presentment or surrender thereof;

  
	
   

  	
   

  
	
   

  	
            (7)
  if applicable, the period or periods within which, the price or prices at
  which and the terms and conditions upon which Securities of the series, or
  any Tranche thereof, may be redeemed, in whole or in part, at the option of
  the Company;

  
	
   

  	
   

  
	
   

  	
            (8)
  the obligation, if any, of the Company to redeem or purchase Securities of
  the series, or any Tranche thereof, pursuant to any sinking fund or analogous
  provisions and the period or periods within which, the price or prices at
  which and the terms and conditions upon which Securities of the series, or
  any Tranche thereof, shall be redeemed or purchased, in whole or in part,
  pursuant to such obligation;

  



15





	
   

  	
   

  
	
   

  	
            (9)
  the obligation, if any, of the Company to offer to repay or repurchase
  Securities of the series, or any Tranche thereof, in circumstances described
  therein, and the period or periods within which, the price or prices at which
  and the terms and conditions upon which Securities of the series, or any
  Tranche thereof, shall be repaid or repurchased, in whole or in part, at the
  option of the Holders;

  
	
   

  	
   

  
	
   

  	
            (10)
  the terms, if any, on which the Securities of such series will be subordinate
  in right and priority of payment to other debt of the Company;

  
	
   

  	
   

  
	
   

  	
            (11)
  the right, if any, of the Company to execute and deliver to the Trustee, and
  to direct the Trustee to authenticate and deliver in accordance with a
  Company Order, a Security of any series, or any Tranche thereof, in lieu of
  or in exchange for any Securities of such series, or any Tranche thereof,
  cancelled upon redemption or repayment;

  
	
   

  	
   

  
	
   

  	
            (12)
  the denominations in which any Registered Securities of the series, or any
  Tranche thereof, shall be issuable, if other than denominations of $1,000 and
  any integral multiple thereof, and the denomination or denominations in which
  any Unregistered Securities of the series, or any Tranche thereof, shall be
  issuable, if other than the denomination of $5,000;

  
	
   

  	
   

  
	
   

  	
            (13)
  if other than the principal amount thereof, the portion of the principal
  amount of Securities of the series, or any Tranche thereof, that shall be
  payable upon declaration of acceleration of the Maturity thereof pursuant to Section
  502;

  
	
   

  	
   

  
	
   

  	
            (14)
  whether Securities of the series are to be issuable as Registered Securities,
  Unregistered Securities, or both, whether Securities of the series are to be
  issuable with or without coupons, whether any Securities of the series are to
  be issuable initially in temporary global form (and, if so, the identity of
  the depositary for such Securities) and the circumstances under which such Securities
  in temporary global form may be exchanged for definitive Securities, and
  whether any Securities of the series are to be issuable in permanent global
  form (and, if so, the identity of the depositary for such Securities) with or
  without coupons and, if so, whether beneficial owners of interests in any
  such permanent Global Security may exchange such interests for Securities of
  such series and of like tenor of any authorized form and denomination and the
  circumstances under which any such exchanges may occur, if other than in the
  manner provided in Section 311;

  
	
   

  	
   

  
	
   

  	
            (15)
  whether and under what circumstances the Company will pay additional amounts
  on the Securities of that series held by a person who is not a U.S. Person in
  respect of taxes or similar charges withheld or deducted and, if so, whether
  the Company will have the option to redeem such Securities rather than pay
  such additional amounts;

  






	
   

  	
   

  
	
   

  	
            (16)
  the currency or currencies, including composite currencies, in which payment
  of the principal of (and premium, if any) and interest, if any, on the
  Securities of the series, or any Tranche thereof, shall be payable (if other
  than the currency of the United States of America) and the formula or other
  method or other means by which the equivalent of any such amount in Dollars
  is to be determined for any purpose, including for the purpose of determining
  the principal amount of such Securities deemed to be Outstanding at any time;

  



16





	
   

  	
   

  
	
   

  	
            (17)
  if the principal of or premium, if any, or interest, if any, on the
  Securities of such series, or any Tranche thereof, are to be payable, at the
  election of the Company or a Holder thereof, in a coin or currency other than
  that in which the Securities are stated to be payable, the period or periods
  within which, and the terms and conditions upon which, such election may be
  made;

  
	
   

  	
   

  
	
   

  	
            (18)
  if the principal of or premium, if any, or interest, if any, on the
  Securities of such series, or any Tranche thereof, are to be payable, or 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 formula or other method or other means by which such amount
  shall be determined, and the period or periods within which, and the terms
  and conditions upon which, any such election may be made;

  
	
   

  	
   

  
	
   

  	
            (19)
  if the amount of payments of principal of (and premium, if any) or interest
  on the Securities of the series may be determined with reference to an index
  or other fact or event ascertainable outside of this Indenture, the manner in
  which such amounts shall be determined to the extent not established pursuant
  to paragraph (5) of this Section;

  
	
   

  	
   

  
	
   

  	
            (20)
  the form or forms of the Securities, including such legends as may be
  required by United States laws or regulations, the form of any coupons or
  temporary Global Security, if any, which may be issued and the forms of any
  certificates which may be required hereunder or under United States laws or
  regulations in connection with the offering, sale, delivery or exchange of
  Unregistered Securities, if any;

  
	
   

  	
   

  
	
   

  	
            (21)
  the Person to whom any interest on any Registered Security of the series, or
  any Tranche thereof, shall be payable, if other than the Person in whose name
  that Security is registered at the close of business on the Regular Record
  Date for such interest, and the manner in which, or the Person to whom, any
  interest on any Unregistered Security of the series, or any Tranche thereof,
  shall be payable, if otherwise than upon presentation and surrender of the
  coupons appertaining thereto as they severally mature, and the extent to
  which, or the manner in which, any interest payable on a temporary or
  permanent Global Security on an interest payment date will be paid; 

  
	
   

  	
   

  
	
   

  	
            (22)
  any Events of Default, in addition to those specified in Section 501, with respect
  to the Securities of such series, and any covenants of the Company for the
  benefit of the Holders of the Securities of such series, or any Tranche
  thereof, in addition to those set forth in Article X;

  
	
   

  	
   

  
	
   

  	
            (23)
  the terms, if any, pursuant to which the Securities of such series, or any
  Tranche thereof, may be converted into or exchanged for shares of capital
  stock or other securities of the Company or any other Person;

  



17





	
   

  	
   

  
	
   

  	
            (24)
  the obligations or instruments, if any, that shall be considered to be
  Eligible Obligations in respect of the Securities of such series, or any
  Tranche thereof, denominated in a currency other than Dollars or in a
  composite currency, and any additional or alternative provisions for the
  reinstatement of the Company’s indebtedness in respect of such Securities
  after the satisfaction and discharge thereof as provided in Section
  401;

  
	
   

  	
   

  
	
   

  	
            (25)
  any exceptions to Section 113, or variation in the
  definition of Business Day, with respect to the Securities of such series, or
  any Tranche thereof;

  
	
   

  	
   

  
	
   

  	
            (26)
  any collateral security, assurance or guarantee for the Securities of such
  series;

  
	
   

  	
   

  
	
   

  	
            (27)
  the non-applicability of Section 608 to the Securities of such
  series or any exceptions or modifications of Section 608 with respect to
  the Securities of such series;

  
	
   

  	
   

  
	
   

  	
            (28)
  any rights or duties of another Person to assume the obligations of the
  Company with respect to the Securities of such series (whether as joint
  obligor, primary obligor, secondary obligor or substitute obligor) and any
  rights or duties to discharge and release any obligor with respect to the
  Securities of such series or this Indenture to the extent related to such
  series; 

  
	
   

  	
   

  
	
   

  	
            (29)
  if a service charge will be made for the registration of transfer or exchange
  of Securities of such series, or any Tranche thereof, the amount or terms
  thereof; and

  
	
   

  	
   

  
	
   

  	
            (30)
  any other terms, conditions and rights of the series (which terms, conditions
  and rights shall not be inconsistent with the provisions of this Indenture,
  except as permitted by Section 901(5)).

  



          All
Securities of any one series and the coupons appertaining to any Unregistered
Securities of such series shall be substantially identical except in the case
of Registered Securities as to denomination and except as may otherwise be provided
in or pursuant to such Board Resolution and set forth in such Officer’s
Certificate or in any such indenture supplemental hereto and as reasonably
acceptable to the Trustee. Securities of different series may differ in any
respect.


          If
the terms and form or forms of any series of Securities are established by or
pursuant to a Board Resolution, the Company shall deliver a copy of such Board
Resolution to the Trustee at or prior to the issuance of such series with (1)
the form or forms of Security that have been approved attached thereto, or (2)
if such Board Resolution authorizes a specific officer or officers to approve
the terms and form or forms of the Securities, a certificate of such officer or
officers approving the terms and form or forms of Security with such form or
forms of Securities attached thereto. Such Board Resolution or certificate may
provide general terms or parameters for Securities of any series and may
provide that the specific terms of particular Securities of a series may be
determined in accordance with or pursuant to the Company Order referred to in Section 303
hereof.


18





          With
respect to Securities of a series subject to a Periodic Offering, the indenture
supplemental hereto or the Board Resolution that establishes such series, or
the Officer’s Certificate pursuant to such supplemental indenture or Board
Resolution, as the case may be, may provide general terms or parameters for
Securities of such series and provide either that the specific terms of
Securities of such series, or any Tranche thereof, shall be specified in a
Company Order or that such terms shall be determined by the Company or its
agents in accordance with procedures specified in a Company Order as
contemplated by the third paragraph of Section 303.


          Unless
otherwise specified with respect to a series of Securities pursuant to
paragraph (2) of this Section, any limit upon the aggregate principal amount of
a series of Securities may be increased without the consent of any Holders and
additional Securities of such series may be authenticated and delivered up to
the limit upon the aggregate principal amount authorized with respect to such
series as so increased.


          Section
302. Denominations. The Securities of each series shall be issuable in
registered or unregistered form with or without coupons in such denominations
as shall be specified as contemplated by Section 301. In the absence of any such
provisions with respect to the Securities of any series, the Registered
Securities of such series shall be issuable in denominations of $1,000 and any
integral multiple thereof and the Unregistered Securities of the series shall
be issuable in denominations of $5,000 and any integral multiple thereof.


          Section
303. Execution, Authentication, Delivery and Dating. The Securities
shall be executed on behalf of the Company by its Chairman of the Board and
Chief Executive Officer, its President, its Senior Vice President, Finance, or
its Treasurer, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile. The coupons, if any, of
Unregistered Securities shall bear the manual or facsimile signature of any one
of the officers or assistant officers referred to in the first sentence of this
Section.


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


          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, together with a Company Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities provided,
however, that, with respect to Securities of a series subject to a
Periodic Offering, (a) such Company Order may be delivered by the Company to
the Trustee prior to the delivery to the Trustee of such Securities for
authentication and delivery, (b) the Trustee shall authenticate and deliver
Securities of such series for original issue from time to time, in an aggregate
principal amount not exceeding the aggregate principal amount established for
such series, all pursuant to a Company Order or pursuant to such procedures
acceptable to the Trustee as may be specified from time to time by a Company
Order, (c) the maturity date or dates, original issue date or dates, interest
rate or rates and any other terms of Securities of such series shall be
determined by Company Order or pursuant to such procedures and (d) if provided
for in such procedures, such Company Order may authorize authentication and
delivery pursuant to oral or electronic instructions from the Company or its
duly authorized agent or agents, which oral instructions shall be promptly
confirmed in writing.


19





          In
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating:


	
   

  	
   

  
	
   

  	
            (a)
  that such form of Securities has been established in conformity with the
  provisions of this Indenture;

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
            (c)
  that such Securities, when authenticated and delivered by the Trustee and
  issued by the Company in the manner and subject to any conditions specified
  in such Opinion of Counsel, will constitute valid and legally binding
  obligations of the Company, enforceable in accordance with their terms,
  subject to bankruptcy, insolvency, reorganization and other laws of general
  applicability relating to or affecting creditors’ rights generally and to
  general equity principles.

  



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


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


          Each
Registered Security shall be dated the date of its authentication and each
Unregistered Security shall be dated the date of its original issuance.


          No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein executed by the
Trustee by manual signature and no coupon shall be valid until the Security to
which it appertains has been so authenticated, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture.


          Notwithstanding
the foregoing, until the Company has delivered an Officer’s Certificate to the
Trustee and the Security Registrar stating that, as a result of the action
described, the Company would not suffer adverse consequences under the
provisions of United States law or regulations in effect at the time of the
delivery of Unregistered Securities, the Trustee or the Security Registrar will
(i) deliver Unregistered Securities only outside the United States and its possessions
and (ii) release Unregistered Securities in definitive form to the person
entitled to physical delivery thereof only upon presentation of a certificate
in the form prescribed by the Company.


20





          Section
304. Temporary Securities. Pending the preparation of definitive
Registered Securities of any series (including Global Securities), the Company
may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Registered Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Registered Securities in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities
may determine, as evidenced by their execution of such Securities. Every
temporary Registered Security shall be executed by the Company and
authenticated by the Trustee, and registered by the Security Registrar, upon
the same conditions, and with like effect, as a definitive Registered Security.


          If
temporary Securities of any series are issued, the Company will cause
definitive Registered Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Registered Securities of such
series, the temporary Registered Securities of such series shall be
exchangeable for definitive Registered Securities of such series upon surrender
of the temporary Registered Securities of such series at the office or agency
of the Company in a Place of Payment for that series, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Registered
Securities of any series the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Registered Securities of the same series of authorized
denominations. Until so exchanged the temporary Registered Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Registered Securities of such series.


          Until
definitive Unregistered Securities of any series (including Global Securities)
are ready for delivery, the Company may prepare and execute and the Trustee
shall authenticate one or more temporary Unregistered Securities, which may
have coupons attached or which may be in the form of one or more temporary
Global Unregistered Securities of that series without coupons. The temporary
Unregistered Security or Securities of any series shall be substantially in the
form approved by or pursuant to a Board Resolution and shall be delivered to
one of the Paying Agents located outside the United States and its possessions
or to such other person or persons as the Company shall direct against such
certification as the Company may from time to time prescribe by or pursuant to
a Board Resolution. The temporary Unregistered Security or Securities of a
series shall be executed by the Company and authenticated by the Trustee upon
the same conditions, and with like effect, as a definitive Unregistered
Security of such series, except as provided herein or in the Board Resolution
or supplemental Indenture relating thereto. A temporary Unregistered Security
or Securities shall be exchangeable for definitive Unregistered Securities at
the time and on the conditions, if any, specified in the temporary Security.


          Upon
any exchange of a part of a temporary Unregistered Security of a series for definitive
Unregistered Securities of such series, the temporary Unregistered Security
shall be endorsed by the Trustee or Paying Agent to reflect the reduction of
its principal amount by an amount equal to the aggregate principal amount of
the definitive Unregistered Securities of such series so exchanged and
endorsed.


21





          Section
305. Registration, Registration of Transfer and Exchange. The Company
shall cause to be kept at the Corporate Trust Office of the Trustee a register
(the register maintained in such office and in any other office or agency of
the Company in a Place of Payment being herein sometimes collectively referred
to as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities. The Trustee is hereby appointed “Security
Registrar” for the purpose of registering Securities and
transfers of Securities as herein provided.


          Except
in the case of Securities issued in the form of a Global Security, upon
surrender for registration of transfer of any Registered Security of any series
at the office or agency of the Company in a Place of Payment for that series,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Registered Securities of the same series, of any authorized denominations and
of a like aggregate principal amount.


          If
both Registered and Unregistered Securities are authorized for a series of
Securities and the terms of such Securities permit, (i) Unregistered Securities
may be exchanged for an equal principal amount of Registered or Unregistered
Securities of the same series and date of maturity in any authorized
denominations upon delivery to the Security Registrar (or a Paying Agent (as
herein defined), if the exchange is for Unregistered Securities) of the
Unregistered Security with all unmatured coupons and all matured coupons in
default appertaining thereto and if all other requirements of the Security
Registrar (or such Paying Agent) and such Securities for such exchange are met,
and (ii) Registered Securities, other than Securities issued in the form of a
Global Security (except as provided in Section 311), may be exchanged for an equal
principal amount of Unregistered Securities of the same series and date of
maturity in any authorized denominations (except that any coupons appertaining
to such Unregistered Securities which have matured and have been paid shall be
detached) upon delivery to the Security Registrar of the Registered Securities
and if all other requirements of the Security Registrar and such Securities for
such exchange are met.


          Notwithstanding
the foregoing, the exchange of Unregistered Securities for Registered
Securities or Registered Securities for Unregistered Securities will be subject
to the satisfaction of the provisions of United States law and regulations in
effect at the time of such exchange, and no exchange of Registered Securities
for Unregistered Securities will be made until the Company has notified the
Trustee in an Officer’s Certificate and the Security Registrar that, as a
result of such exchange, the Company would not suffer adverse consequences under
such law or regulations.


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


22





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


          Unless
otherwise provided in a Board Resolution or an Officer’s Certificate pursuant
to a Board Resolution, or in an indenture supplemental hereto, with respect to
Securities of any series, or any Tranche thereof, no service charge shall be
made to the Holder for any registration of transfer or exchange of Securities, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Securities, other than exchanges pursuant to Section 304,
906
or 1106
not involving any transfer.


          The
Company shall not be required (i) to issue, register the transfer of or
exchange Securities of any series during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 1103 and ending at
the close of business on the day of such mailing, or (ii) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.
Unregistered Securities or any coupons appertaining thereto shall be
transferable by delivery thereof.


          Section
306. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated
Security or a Security with a mutilated coupon or coupons appertaining to it is
surrendered to the Trustee, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a replacement Registered
Security, if such surrendered security was a Registered Security, or a
replacement Unregistered Security with coupons corresponding to the coupons
appertaining to the surrendered Security, if such surrendered Security was an
Unregistered Security, of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.


          If
there shall be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security or any coupon or
coupons appertaining thereto, and (ii) such bond, security or indemnity as may
be required by them to save each of them and any agent of either of them
harmless, then, in the absence of actual notice to the Company or the Trustee
that such Security or any coupon or coupons appertaining thereto has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, a replacement Registered
Security, if such Holder’s claim pertains to a Registered Security, or a
replacement Unregistered Security with coupons corresponding to the coupons
appertaining to the destroyed, lost or stolen Unregistered Security or the
Unregistered Security to which such destroyed, lost or stolen coupon or coupons
appertains, if such Holder’s claim pertains to an Unregistered Security, of the
same series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.


          In
case any such mutilated, destroyed, lost or stolen Security or any coupon or
coupons appertaining thereto has become or is about to become due and payable,
the Company in its discretion may, instead of issuing a new Security, pay such
Security or any coupon or coupons appertaining thereto.


23





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


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


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


          Section
307. Payment of Interest; Interest Rights Preserved. Unless otherwise
provided as contemplated by Section 301 with respect to the Securities
of any series, or any Tranche thereof, interest on any Registered Security that
is payable, and is punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name that Registered Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest. In case an Unregistered Security
of any series is surrendered in exchange for a Registered Security of such
series after the close of business (at an office or agency of the Company in a
Place of Payment for such series) on any Regular Record Date and before the
opening of business (at such office or agency) on the next succeeding Interest
Payment Date, such Unregistered Security shall be surrendered without the
coupon relating to such Interest Payment Date and interest will not be payable
on such Interest Payment Date in respect of the Registered Security issued in
exchange for such Unregistered Security, but will be payable only to the Holder
of such coupon when due in accordance with provisions of this Indenture.


          Any
interest on any Registered Security of any series that is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called “Defaulted
Interest”) shall forthwith cease to be payable to the Holder on
the relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:


24





	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  



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


          Subject
to the limitations set forth in Section 1002, the Holder of any coupon
appertaining to an Unregistered Security shall be entitled to receive the
interest payable on such coupon upon presentation and surrender of such coupon
on or after the Interest Payment Date of such coupon at an office or agency
maintained for such purpose pursuant to Section 1002.


          Section
308. Persons Deemed Owners. Prior to due presentment of a Registered
Security for registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Registered Security for
the purpose of receiving payment of principal of (and premium, if any) and
(subject to Section 301 and Section 307) interest, if any, on such
Registered Security and for all other purposes whatsoever, whether or not such
Registered 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.


25





          Ownership
of Registered Securities of a series shall be proved by the computerized
book-entry system of the Depository in the case of Registered Securities issued
in the form of a Global Security. Ownership of Unregistered Securities may be
proved by the production of such Unregistered Securities or by a certificate or
affidavit executed by the person holding such Unregistered Securities or by a
depository with whom such Unregistered Securities were deposited, if the
certificate or affidavit is satisfactory to the Trustee and the Company. The
Company, the Trustee and any agent of the Company may treat the bearer of any
Unregistered Security or coupon and the person in whose name a Registered
Security is registered as the absolute owner thereof for all purposes.


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


          Section
309. Cancellation. Except as otherwise specified as contemplated by Section 301
for Securities of any series, all Securities and coupons surrendered for
payment, redemption, registration of transfer or exchange or for credit against
any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and, if not theretofore cancelled, shall
be promptly cancelled by it. Except as otherwise specified as contemplated by Section 301
for Securities of any series, the Company may at any time deliver to the
Trustee for cancellation any Securities or coupons previously authenticated and
delivered hereunder that the Company may have acquired in any manner whatsoever
or that the Company has not issued and sold, and all Securities or coupons so
delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities or coupons cancelled
as provided in this Section, except as expressly permitted by this Indenture.
All cancelled Securities or coupons held by the Trustee shall be destroyed and
the Trustee shall furnish an affidavit to the Company (setting forth the serial
numbers of such Securities) attesting to such destruction unless by a Company
Order the Company shall direct that the cancelled Securities or coupons be
returned to it.


          Section
310. Computation of Interest. Except as otherwise specified as
contemplated by Section 301 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a year of twelve
30-day months.


          Section
311. Global Securities; Exchanges; Registration and Registration of Transfer.  If specified as contemplated by Section
301,
the Securities may be issued in the form of one or more Global Securities,
which shall be deposited with the Depository, and, unless otherwise specified
in the form of Global Security adopted pursuant to Section 301, be registered in
the name of the Depository’s nominee.


26






          Except as
otherwise specified as contemplated by Section 301, any permanent Global Security
shall be exchangeable only as provided in this paragraph. If the beneficial
owners of interests in a permanent Global Security are entitled to exchange
such interests for Securities of such series of like tenor and principal amount
of another authorized form, as specified as contemplated by Section 301,
then without unnecessary delay but in any event not later than the earliest
date on which such interests may be so exchanged, the Company shall deliver to
the Trustee definitive Securities of that series in aggregate principal amount
equal to the principal amount of such permanent Global Security, executed by
the Company. On or after the earliest date on which such interests may be so
exchanged, such permanent Global Security shall be surrendered from time to
time in accordance with instructions given to the Trustee and the Depository
(which instructions shall be in writing but need not comply with Section 102 or
be accompanied by an Opinion of Counsel) by the Depository or such other
depository as shall be specified in the Company Order with respect thereto to
the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole
or in part, for definitive Securities of the same series without charge and the
Trustee shall authenticate and deliver, in exchange for each portion of such
permanent Global Security, a like aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor as
the portion of such permanent Global Security to be exchanged which, unless the
Securities of the series are not issuable both as Unregistered Securities and
as Registered Securities, as specified as contemplated by Section 301, shall be in the
form of Unregistered Securities or Registered Securities, or any combination
thereof, as shall be specified by the beneficial owner thereof; provided, however,
that no such exchanges may occur during the periods specified by Section 305;
and provided,
further,
that no Unregistered Security delivered in exchange for a portion of a
permanent Global Security shall be mailed or otherwise delivered to any
location in the United States unless the Company has complied with the fourth
paragraph of Section 305. Promptly following any such exchange in part,
such permanent Global Security shall be returned by the Trustee, to the
Depository or such other depository referred to above, in accordance with the
instructions of the Company referred to above.


          The
Global Security may be transferred to another nominee of the Depository, or to
a successor Depository selected by the Company, and upon surrender for
registration of transfer of the Global Security to the Trustee, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee, a new Global Security in the same aggregate
principal amount. If at any time the Depository notifies the Company that it is
unwilling or unable to continue as Depository and a successor Depository
satisfactory to the Company is not appointed within 90 days after the Company
receives such notice, the Company will execute, and the Trustee will
authenticate and deliver, Securities in definitive form to the Depository in
exchange for the Global Security. In addition, if at any time the Company
determines that it is not in the best interest of the Company or the beneficial
owners of Securities to continue to have a Global Security representing all of
the Securities held by a Depository, the Company may, at its option, execute,
and the Trustee will authenticate and deliver, Securities in definitive form to
the Depository in exchange for all or a portion of the Global Security.
Promptly after any such exchange of Securities in definitive form for all or a
portion of the Global Security pursuant to this paragraph, the Company shall
promulgate regulations governing registration of transfers and exchanges of
Securities in definitive form, which regulations shall be reasonably satisfactory
to the Trustee and shall thereafter bind every Holder of such Securities.


27





          Section
312. Extension of Interest Payment. The Company shall have the right at
any time, so long as the Company is not in default in the payment of interest
on the Securities of any series hereunder, to extend interest payment periods
on all Securities of one or more series, if so specified as contemplated by Section 301
with respect to such Securities and upon such terms as may be specified as
contemplated by Section 301 with respect to such Securities. If the Company
ever so extends any such interest payment period, the Company shall promptly
notify the Trustee.


ARTICLE IV


SATISFACTION AND DISCHARGE


          Section
401. Satisfaction and Discharge of Indenture. (a) This Indenture shall
upon Company Request cease to be of further effect (except as to any surviving
rights of registration of transfer or exchange of Securities herein expressly
provided for), and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture,
when


	
 

	
 

	
 


	
 

	
          (1)
  either


	
 

	
 

	
 


	
 

	
                    (A)
  all Securities theretofore authenticated and delivered (other than (i)
  Securities which have been destroyed, lost or stolen and which have been
  replaced or paid as provided in Section 306 and (ii) Securities that are
  deemed paid and discharged pursuant to Section
  403) have been delivered to the Trustee for cancellation; or


	
 

	
 

	
 


	
 

	
                    (B)
  all such Securities not theretofore delivered to the Trustee for cancellation


	
 

	
 

	
 


	
 

	
 

	
                    (i)
  have become due and payable, or


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

	
                    (iii)
  are to be called for redemption pursuant to Article XI hereof under
  arrangements satisfactory to the Trustee for the giving of notice of
  redemption by the Trustee in the name, and at the expense, of the Company, or


	
 

	
 

	
 


	
 

	
 

	
                    (iv)
  are deemed paid and discharged pursuant to Section 403, as applicable,


	
 

	
 

	
 


	
 

	
and the
  Company, in the case of clause (i), (ii) or (iii) above, has deposited or
  caused to be deposited with the Trustee as trust funds in trust for such
  purpose an amount of (a) money, or (b) (I) Eligible Obligations which through
  the payment of interest and principal in respect thereof in accordance with
  their terms will provide on or before the Stated Maturity or Redemption Date,
  as the case may be, money in an amount, or (II) a combination of money or
  Eligible Obligations as provided in clause (I) above, in each case
  sufficient, in the opinion of a nationally recognized firm of independent
  certified public accountants expressed in a written certification thereof
  delivered to the Trustee, to pay and discharge the entire indebtedness on
  such Securities not theretofore delivered to the Trustee for cancellation,
  for principal (and premium, if any) and interest, if any, to the date of such
  deposit (in the case of Securities that have become due and payable) or to
  the Stated Maturity or Redemption Date, as the case may be;





28





	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (3)
  the Company has delivered to the 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 met.





          Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 607, the obligations of the Trustee
to any Authenticating Agent under Section 614 and, if money or Eligible
Obligations have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section or if money or Eligible Obligations shall have been
deposited with or received by the Trustee pursuant to Section 403, the obligations
of the Trustee under Section 402 and the last paragraph of Section 1003
shall survive.


                    (b)
Upon satisfaction and discharge of this Indenture as provided in this Section 401,
the Trustee shall assign, transfer and turn over to the Company, subject to the
lien provided by Section 607, any and all money, securities and other property
then held by the Trustee for the benefit of the Holders of the Securities other
than money and Eligible Obligations held by the Trustee pursuant to Section 402.


          Section
402. Application of Trust Money. (a) Neither the Eligible Obligations
nor the money deposited with the Trustee pursuant to Section 403(e), nor the
principal or interest payments on any such Eligible Obligations, shall be
withdrawn or used for any purpose other than, and shall be held in trust for,
the payment of the principal of and premium, if any, and interest, if any, on
the Securities or portions of principal amount thereof in respect of which such
deposit was made, all subject, however, to the provisions of Section 1003;
provided,
however, that, so long as there shall not have occurred and be
continuing an Event of Default, any cash received from such principal or
interest payments on such Eligible Obligations deposited with the Trustee, if
not then needed for such purpose, shall, to the extent practicable, be invested
in Eligible Obligations of the type described in Section 403(e)(2)(A) maturing
at such times and in such amounts as shall be sufficient to pay when due the
principal of and premium, if any, and interest, if any, due and to become due
on such Securities or portions thereof on and prior to the Maturity thereof,
and interest earned from such reinvestment shall be paid over to the Company as
received by the Trustee, free and clear of any trust, lien or pledge under this
Indenture except the lien provided by Section 607; and provided, further, that, so
long as there shall not have occurred and be continuing an Event of Default,
any moneys held by the Trustee in accordance with this Section on the Maturity
of all such Securities in excess of the amount required to pay the principal of
and premium, if any, and interest, if any, then due on such Securities shall be
paid over to the Company free and clear of any trust, lien or pledge under this
Indenture except the lien provided by Section 607.


29





                    (b)
The Company shall pay and shall indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against Eligible Obligations deposited
pursuant to Section 401, 403 or 1007 or the interest and principal received
in respect of such obligations other than any payable by or on behalf of
Holders.


          Section
403. Satisfaction, Discharge and Defeasance of Securities of Any Series.
The Company shall be deemed to have paid and discharged the entire indebtedness
on all the Outstanding Securities of any series or Tranche, or any portion of
the principal amount thereof, on the 91st day after the date of the deposit
referred to in subparagraph (e) hereof, and the provisions of this Indenture,
as it relates to such Outstanding Securities of such series, shall be satisfied
and discharged and shall no longer be in effect (and the Trustee, at the
expense of the Company, shall at Company Request execute proper instruments
acknowledging the same), except as to:


	
 

	
 


	
 

	
          (a)
  the rights of Holders of Securities of such series to receive, solely from
  the trust funds described in subparagraph (e) hereof, (i) payment of the
  principal of (and premium, if any) and each installment of principal of (and
  premium, if any) or interest, if any, on the Outstanding Securities of such
  series, or portions thereof, on the Stated Maturity of such principal or
  installment of principal or interest or to and including the Redemption Date
  irrevocably designated by the Company pursuant to subparagraph (k) hereof and
  (ii) the benefit of any mandatory sinking fund payments applicable to the
  Securities of such series on the day on which such payments are due and
  payable in accordance with the terms of this Indenture and the Securities of
  such series;


	
 

	
 


	
 

	
          (b)
  the obligations of the Company and the Trustee with respect to such
  Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203
  and, if the Company shall have irrevocably designated a Redemption Date
  pursuant to subparagraph (k) hereof, Sections 1104 and 1106; and


	
 

	
 


	
 

	
          (c)
  the Company’s obligations with respect to the Trustee under Section
  607;





provided that, the
following conditions shall have been satisfied:


	
 

	
 


	
 

	
          (d)
  the Company has deposited or caused to be irrevocably deposited (except as
  provided in Section 402) with the Trustee as trust funds in trust,
  specifically pledged as security for, and dedicated solely to, the benefit of
  the Holders of the Securities of such series, (i) money in an amount, or (ii)
  (A) Eligible Obligations which through the payment of interest and principal
  in respect thereof in accordance with their terms will provide on or before
  the due date of any payment referred to in clause (x) or (y) of this
  subparagraph (e) money in an amount or (B) a combination thereof, sufficient,
  in the opinion of a nationally recognized firm of independent certified
  public accountants expressed in a written certification thereof delivered to
  the Trustee, to pay and discharge (x) the principal of (and premium, if any)
  and each installment of principal (and premium, if any) and interest, if any,
  on such Securities on the Stated Maturity of such principal or installment of
  principal or interest or to and including the Redemption Date irrevocably
  designated by the Company pursuant to subparagraph (k) hereof and (y) any
  mandatory sinking fund payments applicable to the Securities of such series
  on the day on which such payments are due and payable in accordance with the
  terms of this Indenture and of the Securities of such series;





30





	
 

	
 


	
 

	
          (e)
  such deposit will not result in a breach or violation of, or constitute a
  default under, this Indenture or any other agreement or instrument to which
  the Company is a party or by which it is bound;


	
 


	
 

	
          (f)
  such provision would not cause any Outstanding Securities of such series then
  listed on the New York Stock Exchange or other securities exchange to be
  delisted as a result thereof;


	
 


	
 

	
          (g)
  no Event of Default or event that with notice or lapse of time would become
  an Event of Default with respect to the Securities of such series has
  occurred and is continuing on the date of such deposit or during the period
  ending on the 91st day after such date;


	
 


	
 

	
          (h)
  the Company has delivered to the Trustee an Officer’s Certificate and an
  Opinion of Counsel to the effect that (x) the Company has received from, or
  there has been published by, the Internal Revenue Service a ruling or (y)
  there has been a change in law or regulation occurring after the date hereof,
  to the effect that Holders of the Securities of such series will not
  recognize income, gain or loss for federal income tax purposes as a result of
  such deposit, defeasance and discharge and will be subject to federal income
  tax on the same amount and in the same manner and at the same times, as would
  have been the case if such deposit, defeasance and discharge had not
  occurred;


	
 


	
 

	
          (i)
  the Company has delivered to the Trustee an Officer’s Certificate and an
  Opinion of Counsel, each stating that all conditions precedent provided for
  relating to the defeasance contemplated by this Section have been complied
  with; and


	
 


	
 

	
          (j)
  if the Company has deposited or caused to be deposited money or Eligible
  Obligations to pay or discharge the principal of (and premium, if any) and
  interest on the Outstanding Securities of a series to and including a
  Redemption Date pursuant to subparagraph (e) hereof, such Redemption Date
  shall be irrevocably designated by a Board Resolution delivered to the Trustee
  on or prior to the date of deposit of such money or Eligible Obligations, and
  such Board Resolution shall be accompanied by an irrevocable Company Request
  that the Trustee give notice of such redemption in the name and at the
  expense of the Company not less than 30 nor more than 60 days prior to such
  Redemption Date in accordance with Section 1104.





ARTICLE V


REMEDIES


          Section
501. Events of Default. “Event of Default”, wherever used
herein with respect to Securities of any series, means any one of the following
events:


31





	
 

	
 


	
 

	
          (1)
  default in the payment of any interest upon any Security of that series when
  it becomes due and payable, and continuance of such default for a period of
  30 days; provided,
  however, that a valid extension of the interest payment period by
  the Company as contemplated in Section 312 shall not constitute a
  failure to pay interest for this purpose; or


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (4)
  default in the performance, or breach, of any covenant or warranty of the
  Company in this Indenture (other than a covenant or warranty a default in
  whose performance or whose breach is elsewhere in this Section specifically
  dealt with or which has expressly been included in this Indenture solely for
  the benefit of one or more series of Securities other than that series), 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 or
  to the Company and the Trustee by the Holders of at least 25% in aggregate
  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


	
 

	
 


	
 

	
          (5)
  the entry by a court having jurisdiction in the premises of (A) a decree or
  order for relief in respect of the Company in an involuntary case or
  proceeding under any applicable federal or state bankruptcy, insolvency,
  reorganization or other similar law or (B) a decree or order 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 any applicable federal or state law, or appointing
  a custodian, 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 for relief or any such other decree or order
  unstayed and in effect for a period of 60 consecutive days; or


	
 

	
 


	
 

	
          (6)
  the commencement by the Company of a voluntary case or proceeding under any
  applicable federal or state bankruptcy, insolvency, reorganization or other
  similar law or of any other case or proceeding to be adjudicated a bankrupt
  or insolvent, or the consent by it to the entry of a decree or order for
  relief in respect of the Company in an involuntary case or proceeding under
  any applicable federal or state bankruptcy, insolvency, reorganization or
  other similar law or to the commencement of any bankruptcy or insolvency case
  or proceeding against it, or the filing by it of a petition or answer or
  consent seeking reorganization or relief under any applicable federal or
  state law, or the consent by it to the filing of such petition or to the
  appointment of or taking possession by a custodian, receiver, liquidator,
  assignee, trustee, sequestrator or 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





32





	
 

	
 


	
 

	
          (7)
  any other Event of Default provided with respect to Securities of such series
  as contemplated by Sections 301 and 901(3).





          Section
502. Acceleration of Maturity; Rescission and Annulment. If an Event of
Default with respect to any series or Tranche of Senior Securities at the time
Outstanding occurs and is continuing, then, unless the principal of and
interest on such series or Tranche of Senior Securities has already become due
and payable, either the Trustee or the Holders of a majority in aggregate
principal amount of such series or Tranche of Senior Securities then
outstanding, by notice in writing to the Company (and to the Trustee if given
by such Holders), may declare the principal of and interest on all the Senior
Securities of such series or Tranche (or if any of the Senior Securities are
Original Issue Discount Securities or Indexed Securities, such portion of the
principal amount of such Securities as may be specified in the terms thereof)
to be due and payable immediately and upon any such declaration the same shall
become immediately due and payable, anything in this Indenture or in the Senior
Securities of such series or Tranche contained to the contrary notwithstanding;
provided,
however,
that if an Event of Default has occurred and is continuing with respect to more
than one series or Tranche of Senior Securities, the Trustee or the Holders of
a majority in aggregate principal amount of the Outstanding Senior Securities
(or if any of the Senior Securities are Original Issue Discount Securities or
Indexed Securities, such portion of the principal amount of such Securities as
may be specified in the terms thereof) of all such series or Tranches (voting
as one class) may make such declaration of acceleration, and not the Holders of
the Senior Securities of any one of such series or Tranches.


          If
an Event of Default with respect to any series or Tranche of Subordinated
Securities at the time Outstanding occurs and is continuing, then, unless the
principal of and interest on such series or Tranche of Subordinated Securities
has already become due and payable, either the Trustee or the Holders of a
majority in aggregate principal amount of the Subordinated Securities of such series
or Tranche then outstanding, by notice in writing to the Company (and to the
Trustee if given by such Holders), may declare the principal of and interest on
all the Subordinated Securities of such series or Tranche (or if any of the
Subordinated Securities are Original Issue Discount Securities or Indexed
Securities, such portion of the principal amount of such Securities as may be
specified in the terms thereof) to be due and payable immediately and upon any
such declaration the same shall become immediately due and payable, anything in
this Indenture or in the Subordinated Securities of such series contained to
the contrary notwithstanding; provided, however, that if an Event of
Default has occurred and is continuing with respect to more than one series or
Tranche of Subordinated Securities, the Trustee or the Holders of a majority in
aggregate principal amount of the Outstanding Subordinated Securities (or if
any of the Subordinated Securities are Original Issue Discount Securities or
Indexed Securities, such portion of the principal amount of such Securities as
may be specified in the terms thereof) of all such series or Tranche (voting as
one class) may make such declaration of acceleration, and not the Holders of
the Subordinated Securities of any one of such series or Tranches.


          In
the case of any declaration of acceleration of the Stated Maturity of any
Original Issue Discount Securities or Indexed Securities of a series, the
Company shall furnish the Trustee with an Officer’s Certificate stating the
amount of principal to be paid to a Holder of $1,000 principal amount of such
Securities.


33





          At
any time after such a declaration of acceleration with respect to Securities of
any series has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article
provided, the Event or Events of Default giving rise to such declaration of
acceleration shall, without further act, be deemed to have been waived, and
such declaration and its consequences shall, without further act, be deemed to
have been rescinded and annulled, if


	
 

	
 

	
 


	
 

	
          (1)
  the Company has paid or deposited with the Trustee a sum sufficient to pay


	
 

	
 


	
 

	
                    (A)
  all overdue interest on all Securities of any such series,


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
                    (D)
  all amounts due to the Trustee under Section 607;





          and


	
 

	
 


	
 

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





          No
such rescission shall affect any subsequent Event of Default or impair any
right consequent thereon.


          Section
503. Collection of Indebtedness and Suits for Enforcement by Trustee. If
an Event of Default described in clause (1) or (2) of Section 501 has occurred and
is continuing, the Company shall, upon demand of the Trustee, pay to it, for
the benefit of the Holders of the Securities of the series with respect to which
such Event of Default has occurred, the whole amount then due and payable on
such Securities for principal (and premium, if any) and interest, if any, and,
to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal (and premium, if any) and on any overdue
interest, at the rate or rates prescribed therefor in such Securities, and, in
addition thereto, such further amount as shall be sufficient to cover any
amounts due to the Trustee under Section 607.


          If
the Company fails to pay such amounts forthwith upon such demand, the Trustee,
in its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and unpaid, may prosecute such
proceeding to judgment or final decree and may enforce the same against the
Company or any other obligor upon such Securities and 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.


34





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


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


	
 

	
 


	
 

	
                    (i)
  to file and prove a claim for the whole amount of principal (and premium, if
  any) and interest, if any, owing and unpaid in respect of the Securities and
  to file such other papers or documents as may be necessary or advisable in
  order to have the claims of the Trustee (including any claim for amounts due
  to the Trustee under Section 607 and of the Holders allowed in
  such judicial proceeding, and


	
 

	
 


	
 

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





and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, if the Trustee consents to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it under Section 607.


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


          Section
505. Trustee May Enforce Claims Without Possession of Securities or Coupons.



          All
rights of action and claims under this Indenture or the Securities or coupons
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or coupons or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment
shall, after provision for the payment of the amounts due to the Trustee under Section 607,
be for the ratable benefit of the Holders of the Securities and coupons in
respect of which such judgment has been recovered.


35







          Section
506. Application of Money Collected.
Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee, and,
in case of the distribution of such money on account of principal (or premium,
if any) or interest, if any, upon presentation of the Securities in respect of
which or for the benefit of which such money shall have been 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 the
Trustee under Section 607;


                    SECOND:
To the payment of the amounts then due and
unpaid for principal of (and premium, if any) and interest, if any, on the
Securities 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; and


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


          The
Trustee may fix a record date (with respect to Registered Securities) and
payment date for any such payment to Holders of Securities.


          Section
507. 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
for any other remedy hereunder, unless


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (2)
  the Holders of not less than a majority in aggregate principal amount of the
  Outstanding Securities of all series of Senior Securities in respect of which
  an Event of Default has occurred and is continuing, considered as one class,
  shall have made written request to the Trustee to institute proceedings in
  respect of such Event of Default in its own name as Trustee hereunder if such
  holder is a Holder of Senior Securities or the Holders of not less than a
  majority in aggregate principal amount of the Outstanding Securities of all
  series of Subordinated Securities in respect of which an Event of Default has
  occurred and is continuing, considered as one class, shall have made written
  request to the Trustee to institute proceedings in respect of such Event of
  Default in its own name as Trustee hereunder if such  Holder is a Holder of Subordinated
  Securities;


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (5)
  no direction inconsistent with such written request has been given to the
  Trustee during such 60-day period by the Holders of a majority in aggregate
  principal amount of the Outstanding Securities of all series; it being understood and intended that (subject to Section 508)
no one or more of such Holders shall have any right in any manner whatever by
virtue of, or by availing of, any provision of this Indenture to affect,
disturb or prejudice the rights of any other of such Holders, or to obtain or
to seek to obtain priority or preference over any other of such Holders or to
enforce any right under this Indenture, except in the manner herein provided
and for the equal and ratable benefit of all of such Holders.





36





          Section
508. Unconditional Right of Holders to Receive Principal, Premium and
Interest.  Notwithstanding any other
provision in this Indenture, the Holder of any Security shall have the right,
which is absolute and unconditional, to receive payment of the principal of
(and premium, if any) and (subject to Section 307) interest, if any, on such
Security on the Stated Maturity or Maturities expressed in such Security (or,
in the case of redemption, on the Redemption Date, or, in the case of repayment
at the option of the Holder, on the Repayment 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
509. Restoration of Rights and Remedies.
If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and such Holder
shall 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
510. Rights and Remedies Cumulative.
Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306,
no right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


          Section
511. Delay or Omission Not Waiver.
No delay or omission of the Trustee or of any Holder of any 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 the Trustee or to the Holders may
be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.


          Section
512. Control by Holders.  If an
Event of Default shall have occurred and be continuing in respect of a series
of Securities, the Holders of a majority in aggregate principal amount of the
Outstanding Securities of such series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such series or Tranche; provided, however, that if
an Event of Default has occurred and is continuing with respect to more than one series of Senior
Securities, the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all such series, considered as one class, shall have
the right to make such direction, an not the Holders of the Senior Securities
of any one of such series, and if an Event of Default has occurred and is
continuing with respect to more than one series of Subordinated Securities, the
Holders of a majority in aggregate principal amount of all such series,
considered as one class, shall have the right to make such direction, and not
the Holders of the Subordinated Securities of any one of such series; provided,
further that


37





	
 

	
 


	
 

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


	
 

	
 


	
 

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





          Section
513. Waiver of Past Defaults.  The
Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences; provided that if any such past default has
occurred with respect to more than one series of Senior Securities, the Holders
of a majority in aggregate principal amount of the Outstanding Securities of
all such series, considered as one class, may make such waiver, and not the
Holders of any one of such series; provided further that if any such past
default has occurred with respect to more than one series of Subordinated
Securities, the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all such series, considered as one class, may make
such waiver, and not the Holders of any one of such series, in each case except
a default


	
 

	
 


	
 

	
          (1)
  in the payment of the principal of (or premium, if any) or interest, if any,
  on any Security of such series, or


	
 

	
 


	
 

	
          (2)
  in respect of a covenant or provision hereof that under Section 902 cannot be
  modified or amended without the consent of the Holder of each Outstanding
  Security of such series affected.





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


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


38





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


ARTICLE VI


THE TRUSTEE


          Section
601. Certain Duties and Responsibilities.  (a)  Except during the
continuance of an Event of Default with respect to Securities of any series,


	
 

	
 


	
 

	
          (1)
  the Trustee undertakes to perform, with respect to 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 the Trustee; and


	
 

	
 


	
 

	
          (2)
  in the absence of bad faith on its part, the Trustee may, with respect to
  Securities of such series, conclusively rely, as to the truth of the
  statements and the correctness of the opinions expressed therein, upon
  certificates or opinions furnished to the Trustee and conforming to the
  requirements of this Indenture; but in the case of any such certificates or
  opinions which by any provision hereof are specifically required to be furnished
  to the Trustee, the Trustee shall be under a duty to examine the same to
  determine whether or not they conform to the requirements of this Indenture.





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


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


	
 

	
 


	
 

	
          (1)
  this subsection shall not be construed to limit the effect of sub-section (a)
  of this Section;





39





	
 

	
 


	
 

	
          (2)
  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;


	
 

	
 


	
 

	
          (3)
  the Trustee shall not be liable with respect to any action taken or omitted
  to be taken by it in good faith in accordance with the direction of the
  Holders of a majority in aggregate principal amount of the Outstanding
  Securities of any one or more series, as provided herein, relating to the
  time, method and place of conducting any proceeding for any remedy available
  to the Trustee, or exercising any trust or power conferred upon the Trustee,
  under this Indenture with respect to the Securities of such series; and


	
 

	
 


	
 

	
          (4)
  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 has reasonable grounds for believing that repayment of such
  funds or adequate indemnity against such risk or liability is not reasonably
  assured to it.





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


          Section
602.  Notice of Defaults.  Within
90 days after the occurrence of any default hereunder with respect to the
Securities of any series, the Trustee shall transmit by mail to all Holders of
Securities of such series entitled to receive reports pursuant to Section
704(3) (and, if Unregistered Securities of that series are
outstanding, shall cause to be published at least once in an Authorized
Newspaper in The City of New York and, if Securities of that series are listed
on any stock exchange outside of the United States, in the city in which such
stock exchange is located) notice of such default hereunder known to the
Trustee, unless such default shall have been cured or waived; provided,
however,
that, except in the case of a default in the payment of the principal of (or
premium, if any) or interest, if any, on any Security of such series or in the
payment of any sinking fund installment with respect to Securities of such
series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors or Responsible Officers of the Trustee in good faith determine that
the withholding of such notice is in the interest of the Holders of Securities
of such series; and provided, further, that in the case of any
default of the character specified in Section 501(4) with respect to Securities
of such series, no such notice to Holders shall be given until at least 75 days
after the occurrence thereof.  For the
purpose of this Section, the term “default” means any event that is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.


          Section
603. Certain Rights of Trustee.
Subject to the provisions of Section 601 and to the applicable
provisions of the Trust Indenture Act:


	
 

	
 


	
 

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





40





	
 

	
 


	
 

	
          (b)
  any request or direction of the Company mentioned herein shall be
  sufficiently evidenced by a Company Request or Company Order, or as otherwise
  expressly provided herein, 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 or a certificate of an officer or officers
  delivered pursuant to Section 301 and such Officer’s
  Certificate or certificate of an officer or officers, in the absence of
  negligence or bad faith on the part of the Trustee, shall be full warrant to
  the Trustee for any action taken, suffered or omitted by it under the
  provisions of this Indenture upon the faith thereof;


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (e)
  the Trustee shall be under no obligation to exercise any of the rights or
  powers vested in it by this Indenture at the request or direction of any of
  the Holders pursuant to this Indenture, unless such Holders shall have
  offered to the Trustee reasonable security or indemnity against the costs,
  expenses and liabilities 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, other evidence of indebtedness or other paper or document, but the
  Trustee, in its discretion, may make such further inquiry or investigation
  into such facts or matters as it may see fit, and, if the Trustee shall
  determine to make such further inquiry or investigation, it shall (subject to
  applicable legal requirements) be entitled to examine, during normal business
  hours, the books, records and premises of the Company, personally or by agent
  or attorney; and


	
 

	
 


	
 

	
          (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; no
  Depository or Paying Agent shall be deemed an agent of the Trustee and the
  Trustee shall not be responsible for any act or omission by any of them.





41





          Section
604. Not Responsible for Recitals or Issuance of Securities.  The recitals contained herein and in the
Securities, except the Trustee’s certificate of authentication, shall be taken
as the statements of the Company, and the Trustee or any Authenticating Agent
assumes no responsibility for their correctness.  The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities of any series or any
coupons.  The Trustee or any
Authenticating Agent shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.
The Trustee shall not be responsible for and makes no representations as
to the Company’s ability or authority to issue the Unregistered Securities or
the lawfulness thereof.


          Section
605. May Hold Securities.  The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar 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 and, subject to Sections 608
and 613,
may otherwise deal with the Company with the same rights it would have if it
were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or
such other agent.


          Section
606. Money Held in Trust.  Money
held by the Trustee or by any Paying Agent (other than the Company if the
Company shall act as Paying Agent) in trust hereunder need not be segregated
from other funds except to the extent required by law. Neither the Trustee nor
any Paying Agent shall be liable for interest on any money received by it
hereunder except as expressly provided herein or otherwise agreed with the
Company.


          Section
607. Compensation and Reimbursement.
The Company agrees


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





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


42





          Section
608. Disqualification; Conflicting Interests.  If the Trustee has or acquires any conflicting interest within
the meaning of the Trust Indenture Act with respect to the Securities of any
series, it shall either eliminate such conflicting interest or resign to the
extent, in the manner and with the effect, and subject to the conditions,
provided in the Trust Indenture Act and this Indenture. For purposes of Section
310(b)(1) of the Trust Indenture Act and to the extent permitted thereby, the
Trustee, in its capacity as trustee in respect of the equally ranked and
unsecured Securities of any series, shall not be deemed to have a conflicting
interest arising from its capacity as trustee in respect of the equally ranked
and unsecured Securities of any other series under this Indenture or any
securities issued under the Indenture dated as of [  ] between the Company and the Trustee [specifically describe other
outstanding indentures with the Trustee].


          Section
609. Corporate Trustee Required; Eligibility.  There shall at all times be a Trustee hereunder that shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia (or such other Person as
may be permitted to act as Trustee by the Commission), 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 qualified and eligible under this Article, provided
that, neither the Company nor any Affiliate of the Company may serve as Trustee
of any Securities.  If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.  If at
any time the Trustee ceases to be eligible in accordance with the provisions of
this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.


          Section
610. Resignation and Removal; Appointment of Successor.  (a)
No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.


                    (b)
The Trustee may resign at any time with respect to the Securities of one or
more series by giving written notice thereof to the Company.  If the instrument of acceptance by a
successor Trustee required by Section 611 has not been delivered to the
Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.


                    (c)
The Company may at any time by a Board Resolution remove the Trustee with
respect to the Securities of any or all series.


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


                    (e)
If at any time:


	
 

	
 


	
 

	
               (1)
  the Trustee fails to comply with Section 608 with respect to the
  Securities of any series, after written request therefor by the Company or by
  any Holder who has been a bona fide Holder of a Security of such series for
  at least six months, or





43





	
 

	
 


	
 

	
               (2)
  the Trustee ceases to be eligible under Section 609 and fails to resign after
  written request therefor by the Company or by any such Holder, or


	
 

	
 


	
 

	
               (3)
  the Trustee becomes incapable of acting or becomes adjudged a bankrupt or
  insolvent or a receiver of the Trustee or of its property is appointed or any
  public officer takes charge or control of the Trustee or of its property or affairs
  for the purpose of rehabilitation, conservation or liquidation,





then, in any such case, subject to Section 514,
any Holder who has been a bona fide Holder of a Security for at least six
months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee with respect
to all Securities and the appointment of a successor Trustee or Trustees.


                    (f)
If the Trustee resigns, is removed or becomes incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee
may be appointed with respect to the Securities of one or more or all of such
series and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 611.  If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series is appointed by Act of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 611, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company.
If no successor Trustee with respect to the Securities of any series has
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 611, any Holder who has been a bona
fide Holder of a Security of such series for at least six months may, subject
to Section
514, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


                    (g)
The Company shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Securities of such series entitled to receive reports pursuant to Section
704(3) and, if any Unregistered Securities are outstanding, by
publishing notice of such event once in an Authorized Newspaper in The City of
New York and, if any Unregistered Securities are listed on any stock exchange
outside of the United States, in the city in which such stock exchange is
located.  Each notice shall include the
name of the successor Trustee with respect to the Securities of such series and
the address of its Corporate Trust Office.


                    (h)
All provisions of this Section except
subparagraph (d) and Section 611(b) (except for the last clause,
after omitting the words “after deducting all amounts owed to the retiring
Trustee pursuant to Section 607,” which shall apply) shall
apply also to any Paying Agent located outside the United States and its
possessions.


44





          Section
611. Acceptance of Appointment by Successor.  (a)  In case of the
appointment hereunder of a successor Trustee with respect to the Securities of
all series, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder, subject nevertheless to its
lien provided for in Section 607.


                    (b)
In case of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or
more series shall execute and deliver an indenture supplemental hereto wherein
each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee, after deducting all amounts owed to the retiring Trustee
pursuant to Section 607, all property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates.


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


45





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


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


          Section
613. Preferential Collection of Claims Against Company. The Trustee
shall comply with TIA § 311(a), excluding any creditor relationship listed
in TIA § 311(b).  A Trustee who has
resigned or been removed shall be subject to TIA § 311(a) to the extent
indicated therein.


          Section
614. Appointment of Authenticating Agent. At any time when any of the
Securities remain Outstanding the Trustee may appoint an Authenticating Agent
or Agents (which may include any Person that owns, directly or indirectly, all
of the capital stock of the Trustee or a corporation that is a wholly-owned
subsidiary of the Trustee or of such other Person) with respect to one or more
series of Securities, or any Tranche thereof, that shall be authorized to act
on behalf of the Trustee to authenticate Securities of such series or Tranche
issued upon original issuance, exchange, registration of transfer or partial redemption
thereof or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder.  The Trustee shall mail
written notice of such appointment by first-class mail, postage prepaid, to all
Holders of Securities of the series or Tranche with respect to which such
Authenticating Agent will serve, and which are entitled to receive reports
pursuant to Section 704(3) and, if any Unregistered Securities are
outstanding, by publishing notice of such event once in an Authorized Newspaper
in The City of New York and, if any Unregistered Securities are listed on any
stock exchange outside of the United States, in the city in which such stock
exchange is located.  Wherever reference
is made in this Indenture to the authentication and delivery of Securities by
the Trustee or the Trustee’s certificate of authentication, such reference
shall be deemed to include authentication and delivery on behalf of the Trustee
by an Authenticating Agent and a certificate of authentication executed on
behalf of the Trustee by an Authenticating Agent.  Each Authenticating Agent shall be acceptable to the Company and
shall at all times be a corporation organized and doing business under the laws
of the United States of America, any state thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $1,000,000 and subject to supervision or
examination by federal or state authority.
If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so
published.  If at any time an
Authenticating Agent ceases to be eligible in accordance with the provisions of
this Section, such Authenticating Agent shall resign immediately in the manner
and with the effect specified in this Section.


46





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


          An
Authenticating Agent may resign with respect to one or more series of
Securities at any time by giving written notice thereof to the Trustee and to
the Company.  The Trustee may at any
time terminate the agency of an Authenticating Agent with respect to one or
more series of Securities by giving written notice thereof 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 such
Authenticating Agent ceases to be eligible in accordance with the provisions of
this Section, the Trustee may appoint a successor Authenticating Agent that is
acceptable to the Company and shall provide notice of such appointment to all
Holders of Securities of the series or Tranche with respect to which such
Authenticating Agent will serve, as provided in paragraph (a) of this
Section.  Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent.  No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section.
An Authenticating Agent appointed pursuant to this Section shall be
entitled to rely on Sections 111, 308, 604 and 605 hereunder.


          The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section, and the Trustee shall be
entitled to be reimbursed for such payments, subject to the provisions of Section 607.


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


47





          This
is one of the Securities of the series designated pursuant to and issued under
the within-mentioned Indenture.


	
 
	
 

	
 
	
[                                              ]

	
 
	
As Trustee

	 	 
	
By
	
 

	
 
	 
	
 
	
As Authenticating Agent on behalf of the Trustee

	 	 
	
By
	
 

	
 
	 
	
 
	
Authorized Officer of Authenticating Agent







	
 

	
 

	
 


	
Dated:

	
 

	
 


	
 

	 

	
 





          If
all of the  Securities of a series may
not be originally issued at one time, and if the Trustee does not have an
office capable of authenticating Securities upon original issuance located in a
Place of Payment where the Company wishes to have Securities of such series
authenticated upon original issuance, the Trustee, if so requested by the
Company in writing (which writing need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel), shall appoint, in accordance with this
Section and in accordance with such procedures as shall be acceptable to the
Trustee, an Authenticating Agent (which, if so requested by the Company, may be
an Affiliate of the Company) having an office in a Place of Payment designated
by the Company with respect to such series of Securities.


ARTICLE VII


HOLDERS’ LISTS AND
REPORTS BY TRUSTEE AND COMPANY


          Section
701. Company to Furnish Trustee Names
and Addresses of Holders.  The
Company will furnish or cause to be furnished to the Trustee


	
 

	
 


	
 

	
          (a)
  semi-annually, not later than the 15th day after each Regular Record Date for
  each series of Registered Securities at the time Outstanding or on June 30
  and December 31 of each year with respect to each series of Securities for
  which there are no Regular Record Dates, a list, in such form as the Trustee
  may reasonably require, containing all the information in the possession or
  control of the Company, or any of its Paying Agents other than the Trustee,
  of the names and addresses of the Holders of Registered Securities of such
  series, including Holders of interests in Global Securities, as of such
  preceding Regular Record Date or on June 15 or December 15, as the case may
  be, or, in the case of a series of non-interest bearing Securities, on a date
  to be determined as contemplated pursuant to Section 301, and





48





	
 

	
 


	
 

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





excluding
from any such list names and addresses received by the Trustee in its capacity
as Security Registrar for Registered Securities other than Global Securities.


          Section
702. Preservation of Information; Communications to Holders.  (a)
The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders of Registered Securities
contained in the most recent list furnished to the Trustee as provided in Section 701
and the names and addresses of Holders of Registered Securities received by the
Trustee in its capacity as Security Registrar or Paying Agent.  The Trustee may destroy any list furnished
to it as provided in Section 701 upon receipt of a new list so
furnished.


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


	
 

	
 


	
 

	
               (i)
  afford such applicants access to the information preserved at the time by the
  Trustee in accordance with Section 702(a), or


	
 

	
               (ii)
  inform such applicants as to the approximate number of Holders whose names
  and addresses appear in the information preserved at the time by the Trustee
  in accordance with Section 702(a), 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
the Trustee elects not to afford such applicants access to such information,
the Trustee shall, upon the written request of such applicants, mail to each
Holder whose name and address appear in the information preserved at the time
by the Trustee in accordance with Section 702(a) a copy of the form of proxy
or other communication that is specified in such request, with reasonable promptness
after a tender to the Trustee by the applicants of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion
of the Trustee, such mailing would be contrary to the best interest of the
Holders 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, enters 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
finds, after notice and opportunity for hearing, that all the objections so
sustained have been met and enters an order so declaring, the Trustee shall
mail copies of such material to all such Holders with reasonable promptness
after the entry of such order and the renewal of such tender by such
applicants; otherwise the Trustee shall be relieved of any obligation or duty
to such applicants respecting their application.


49





                    (c)
Every Holder of Securities or coupons, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of either of them shall be held accountable by reason of
the disclosure of any such information as to the names and addresses of the
Holders in accordance with Section 702(b), regardless of the source
from which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under Section
702(b).


          Section
703. Reports by Trustee.
(a)  Within 60 days after May 15
of each year commencing with the year 200_, the Trustee shall transmit by mail
to all Holders of Registered Securities of any series, as their names and
addresses appear in the Security Register and to all other Holders who are
entitled to receive reports pursuant to Section 704(3), a brief report dated as of
such May 15 with respect to any of the following events which may have occurred
within the previous 12 months (but if no such event has occurred within such
period no report need be transmitted):


                    (1)
any change to its eligibility under Section 609 and its qualifications under Section 608;


                    (2)
the creation of or any material change to a relationship specified in
paragraphs (1) through (10) of Section 310(b) of the Trust Indenture Act;


                    (3)
the character and amount of any advances (and if the Trustee elects so to state,
the circumstances surrounding the making thereof) made by the Trustee (as such)
which remain unpaid on the date of such report, and for the reimbursement of
which it claims or may claim a lien or charge, prior to that of the Securities
of such series or any related coupons, on any property or funds held or
collected by it as Trustee, except that the Trustee shall not be required (but
may elect) to report such advances if such advances so remaining unpaid
aggregate not more than one-half of 1% of the principal amount of the
Securities of such series Outstanding on the date of such report;


                    (4)
the amount, interest rate and maturity date of all other indebtedness owing by
the Company (or by any other obligor on the Securities of such series) to the
Trustee in its individual capacity, on the date of such report, with a brief
description of any property held as collateral security therefor, except an
indebtedness based upon a creditor relationship arising in any manner described
in paragraphs (2), (3), (4) or (6) of Section
311(b) of the Trust
Indenture Act;


                    (5)
any change to the property and funds, if any, physically in the possession of
the Trustee as such on the date of such report;


                    (6)
any additional issue of Securities which the Trustee has not previously
reported; and


                    (7)
any action taken by the Trustee in the performance of its duties hereunder
which it has not previously reported and which in its opinion materially
affects the Securities of such series, except action in respect of a default,
notice of which has been or is to be withheld by the Trustee in accordance with
Section
602.


50





                    (b)
The Trustee shall transmit by mail to all Holders of Registered Securities of
any series, as their names and addresses appear in the Security Register and to
all Holders who are entitled to receive reports pursuant to Section
704(3), a brief report with respect to the character and amount of
any advances (and if the Trustee elects so to state, the circumstances
surrounding the making thereof) made by the Trustee (as such) since the date of
the last report transmitted pursuant to subsection (a) of this Section (or if
no such report has yet been so transmitted, since the date of execution of this
instrument) for the reimbursement of which it claims or may claim a lien or
charge, prior to that of the Securities of such series, on property or funds
held or collected by it as Trustee and which it has not previously reported pursuant
to this subsection, except that the Trustee shall not be required (but may
elect) to report such advances if such advances remaining unpaid at any time
aggregate 10% or less of the principal amount of the Securities of such series
Outstanding at such time, such report to be transmitted within 90 days after
such time.


                    (c)
A copy of each such report shall, at the time of such transmission to Holders,
be filed by the Trustee with each stock exchange upon which any Securities are
listed, with the Commission and with the Company. The Company will notify the
Trustee in writing when any Securities are listed on any stock exchange.


          Section
704. Reports by Company.  The
Company shall:


	
 

	
 


	
 

	
          (1)
  file with the Trustee, within 45 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 Securities Exchange
  Act of 1934; or, if the Company is not required to file information,
  documents or reports pursuant to either of said Sections, then it shall file
  with the Trustee and the Commission, in accordance with rules and regulations
  prescribed from time to time by the Commission, such of the supplementary and
  periodic information, documents and reports that may be required pursuant to
  Section 13 of the Securities Exchange Act of 1934 in respect of a security
  listed and registered on a national securities exchange as may be prescribed
  from time to time in such rules and regulations;


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (3)
  transmit by mail to all Holders of Registered Securities, as their names and
  addresses appear in the Security Register, to such Holders of Unregistered
  Securities as have, within the two years preceding such transmission, filed
  their names and addresses with the Trustee for that purpose and to each
  Holder whose name and address is then preserved on the Trustee’s list
  pursuant to the first sentence of Section 702(a), within 30 days after the
  filing thereof with the Trustee, such summaries of any information, documents
  and reports required to be filed by the Company pursuant to paragraphs (1)
  and (2) of this Section as may be required by rules and regulations
  prescribed from time to time by the Commission.





51





ARTICLE VIII


CONSOLIDATION,
MERGER, CONVEYANCE OR TRANSFER


          Section
801. Company May Consolidate, Etc. Only on Certain Terms.  The Company shall not consolidate with or
merge into any other corporation or convey, transfer or lease all or
substantially all of its properties and assets to any Person, unless:


	
 

	
 


	
 

	
          (1)
  the corporation formed by such consolidation or into which the Company is
  merged or the Person that acquires by conveyance, transfer or lease the
  properties and assets of the Company substantially as an entirety shall be a
  Person 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, if any, on all the
  Outstanding 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, 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;


	
 

	
 


	
 

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





          Section
802. Successor Corporation Substituted.
Upon any consolidation or merger or any conveyance, transfer or lease of
all or substantially all the properties and assets of the Company in accordance
with Section
801, the successor corporation 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 corporation had been named as the Company herein and thereafter, in
the case of  a conveyance, transfer or
lease of properties and assets of the Company substantially as an entirety,
such conveyance, transfer or lease shall have the effect of releasing the
Person named as the “Company” in the first paragraph of this instrument or any
successor corporation which shall theretofore have become such in the manner
prescribed in this Article from its liability as obligor and maker on any of
the Securities.


52





ARTICLE IX


SUPPLEMENTAL
INDENTURES


          Section
901. Supplemental Indentures Without Consent of Holders.  Without the consent of any Holders, the
Company and the Trustee, at any time and from time to time, may enter into one
or more indentures supplemental hereto, in form satisfactory to the Trustee,
for any of the following purposes:


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


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


          (3)
to add any additional Events of Default with respect to all or any series of
Securities Outstanding hereunder; or


          (4)
to add to or change any of the provisions of this Indenture to such extent as
shall be necessary to permit or facilitate the issuance of Securities in bearer
form, registrable or not registrable as to principal, and with or without
interest coupons; or


          (5)
to change or eliminate any of the provisions of this Indenture, or to add any
new provision to this Indenture, in respect of one or more series or Tranches
of Securities; provided, however, that any such change, elimination
or addition (A) shall neither (i) apply to any Security Outstanding on the date
of such indenture supplemental hereto nor (ii) modify the rights of the Holder
of any such Security with respect to such provision in effect prior to the date
of such indenture supplemental hereto or (B) shall become effective only when
no Security of such series or Tranche remains Outstanding; or


          (6)
to secure the Securities pursuant to the requirements of any covenant on liens
in respect of such series of Securities or otherwise; or


          (7)
to establish for the issuance of and establish the form or terms and conditions
of Securities of any series or Tranche as permitted by Section 301, and to establish
the form of any certificates required to be furnished pursuant to the terms of
this Indenture or any series of Securities; or


          (8)
to provide for uncertificated Securities in addition to or in place of all, or
any series or Tranche of, certificated Securities; or


          (9)
to evidence and provide for the acceptance of appointment hereunder by a
separate or successor Trustee or co-trustee with respect to the Securities of
one or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements
of Section
611(b); or



53





	
 

	
 


	
 

	
          (10)
  to change any place or places where (a) the principal of or premium, if any,
  or interest, if any, on all or any series of Securities, or any Tranche
  thereof, shall be payable, (b) all or any series of Securities, or any
  Tranche thereof, may be surrendered for registration or transfer, (c) all or
  any series of Securities, or any Tranche thereof, may be surrendered for
  exchange and (d) notices and demands to or upon the Company in respect of all
  or any series of Securities, or any Tranche thereof, and this Indenture may
  be served;


	
 

	
 


	
 

	
          (11)
  to cure any ambiguity, to correct or supplement any provision herein that may
  be defective or inconsistent with any other provision herein, provided
  such action shall not adversely affect the interests of the Holders of
  Securities of any series or Tranche in any material respect; or


	
 

	
 


	
 

	
          (12)
  to make any other provisions with respect to matters or questions arising
  under this Indenture, provided such action shall not adversely
  affect the interests of the Holders of any Securities of any series or
  Tranche Outstanding on the date of such indenture supplemental hereto.





          Without
limiting the generality of the foregoing, if the Trust Indenture Act as in
effect at the date of the execution and delivery of this Indenture or at any
time thereafter becomes amended and


          (x)
if any such amendment requires one or more changes to any provisions hereof or
the inclusion herein of any additional provisions, or by operation of law is deemed
to effect such changes or incorporate such provisions by reference or
otherwise, this Indenture shall be deemed to have been amended so as to conform
to such amendment to the Trust Indenture Act, and the Company and the Trustee
may, without the consent of any Holders, enter into an indenture supplemental
hereto to effect or evidence such changes or additional provisions; or


          (y)
if any such amendment permits one or more changes to, or the elimination of,
any provisions hereof that, at the date hereof or at any time thereafter, are
required by the Trust Indenture Act to be contained herein (or if it is no
longer required by the TIA for the Indenture to contain one or more
provisions), this Indenture shall be deemed to have been amended to effect such
changes or elimination, and the Company and the Trustee may, without the
consent of any Holders, enter into an indenture supplemental hereto to evidence
such amendment hereof; or


          (z)
if, by reason of any such amendment, it shall be no longer necessary for this
Indenture to contain one or more provisions that, at the date of the execution
and delivery hereof, are required by the Trust Indenture Act to be contained
herein, the Company and the Trustee may, without the consent of any Holders, enter
into an indenture supplemental hereto to effect the elimination of such
provisions.


54





          Section
902. Supplemental Indentures With Consent of Holders. (a) Except as set
forth in paragraph (c) below, with the consent of the Holders of not less than
a majority in aggregate principal amount of the Senior Securities of all series
then Outstanding (considered as one class), the Company, when authorized by a
resolution of its Board of Directors (which resolution may provide general
terms or parameters for such action and may provide that the specific terms of
such action may be determined in accordance with or pursuant to a Company
Order), and the Trustee may, from time to time and at any time, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the Holders of the Securities of each such series or Tranche or
of the Coupons appertaining to such Securities or of modifying in any manner
the rights of the Holders of Securities of such series or Tranche under this
Indenture; provided,
however, that if there are Senior Securities of more than one series
Outstanding hereunder and if a proposed supplemental indenture shall directly
affect the rights of the Holders of Senior Securities of one or more, but less
than all, of such series, then the consent only of the Holders of a majority in
aggregate principal amount of the Outstanding Securities of all series so
directly affected, considered as one class, shall be required; and provided,
further, that if the Securities of any series have been issued in
more than one Tranche and if the proposed supplemental indenture shall directly
affect the rights of the Holders of Senior Securities of one or more, but less
than all, of such Tranches, then the consent only of the Holders of a majority
in aggregate principal amount of the Outstanding Securities of all Tranches so
directly affected, considered as one class, shall be required.


                    (b)
Except as set forth in paragraph (c) below, with the consent of
the Holders of not less than a majority in aggregate principal amount of the
Subordinated Securities of all series then Outstanding (considered as one
class), the Company, when authorized by a resolution of its Board of Directors
(which resolution may provide general terms or parameters for such action and
may provide that the specific terms of such action may be determined in
accordance with or pursuant to a Company Order), and the Trustee may, from time
to time and at any time, enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders of the
Securities of each such series or of the Coupons appertaining to such
Securities or of modifying in any manner the rights of the Holders of
Securities of such series or Tranche under this Indenture; provided, however, that if
there are Subordinated Securities of more than one series Outstanding hereunder
and if a proposed supplemental indenture shall directly affect the rights of
the Holders of Subordinated Securities of one or more, but less than all, of
such series, then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all series so directly affected,
considered as one class, shall be required; and provided, further, that if
the Securities of any series have been issued in more than one Tranche and if
the proposed supplemental indenture shall directly affect the rights of the
Holders of Subordinated Securities of one or more, but less than all, of such
Tranches, then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all Tranches so directly
affected, considered as one class, shall be required.


                    (c)
No such supplemental indenture or waiver shall, without the consent of the
Holder of each Outstanding Security affected thereby,


55





	
 

	
 


	
 

	
          (1)
  change the Stated Maturity of the principal of, or any installment of
  principal of or interest on, any Security, or reduce the principal amount
  thereof or the rate of interest thereon (or the amount of any installment of
  interest thereon) or any premium payable upon the redemption thereof, or
  change the method of calculating the rate of interest thereon, or reduce the
  amount of the principal of an Original Issue Discount Security that would be
  due and payable upon a declaration of acceleration of the Maturity thereof
  pursuant to Section 502, or change the coin or currency (or other property)
  in which, any Security or any premium or the interest thereon is payable, or
  impair the right to institute suit for the enforcement of any such payment on
  or after the Stated Maturity thereof (or, in the case of redemption, on or
  after the Redemption Date, or, in the case of repayment at the option of the
  Holders, on or after the Repayment Date), or modify any provisions of this
  Indenture with respect to the conversion or exchange of the Securities into
  Securities of another series or into any other debt or equity securities in a
  manner adverse to the Holders, or


	
 

	
 


	
 

	
          (2)
  reduce the percentage in principal amount of the Outstanding Securities of
  any series, or any Tranche thereof, 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


	
 

	
 


	
 

	
          (3)
  modify any of the provisions of this Section, Section 513 or Section
  1007, 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 Outstanding Security affected
  thereby, provided,
  however,
  that this clause shall not be deemed to require the consent of any Holder
  with respect to changes in the references to “the Trustee” and concomitant
  changes in this Section and Section 1007, or the deletion of this
  proviso, in accordance with the requirements of Sections 611(b) and 901(9).





          A
supplemental indenture that changes or eliminates any covenant or other
provision of this Indenture that has expressly been included solely for the
benefit of one or more particular series of Securities, or one or more Tranches
thereof, or that modifies the rights of the Holders of Securities of such
series or Tranches with respect to such covenant or other provision, shall be
deemed not to affect the rights under this Indenture of the Holders of
Securities of any other series or Tranche.


          It
shall not be necessary for any Act of Holders under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof. A waiver by a
Holder of such Holder’s rights to consent under this Section shall be deemed to
be a consent of such Holder. 


          Section
903. Execution of Supplemental Indentures. In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this
Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture that affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise.


56





          Section
904. Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby. Any
supplemental indenture permitted by this Article may restate this Indenture in
its entirety, and, upon the execution and delivery thereof, any such
restatement shall supersede this Indenture as theretofore in effect for all
purposes.


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


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


          Section
907. Revocation and Effect of Consents. Until an amendment or waiver
becomes effective, a consent to it by a Holder of a Security is a continuing
consent by the Holder and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder’s Security, even
if notation of the consent is not made on any Security. However, any such
Holder or subsequent Holder may revoke the consent as to his Security or
portion of a Security if the Trustee receives the notice of revocation before
the date on which the Trustee receives an Officer’s Certificate certifying that
the Holders of the requisite principal amount of Securities have consented to
the amendment or waiver. After an amendment or waiver becomes effective, it
shall bind every Holder of each series of Securities affected by such amendment
or waiver.


          The
Company may, but shall not be obligated to, fix a record date for the purpose
of determining the Holders entitled to consent to any amendment or waiver. If a
record date is fixed, then notwithstanding the provisions of the immediately
preceding paragraph, those persons who were Holders at such record date (or
their duly designated proxies), and only those persons, shall be entitled to
consent to such amendment or waiver or to revoke any consent previously given,
whether or not such persons continue to be Holders after such record date.


          After
an amendment or waiver becomes effective it shall bind every Holder, unless it
is of the type described in any of clauses (1) through (3) of Section
902(c). In such case, the amendment or waiver shall bind each Holder
of a Security who has consented to it and every subsequent Holder of a Security
that evidences the same debt as the consenting Holder’s Security.


57





          Section
908. Modification Without Supplemental Indenture. If the terms of any
particular series of Securities have been established in a Board Resolution or
an Officer’s Certificate as contemplated by Section 301, and not in an
indenture supplemental hereto, additions to, changes in or the elimination of
any of such terms may be effected by means of a supplemental Board Resolution
or Officer’s Certificate, as the case may be, delivered to, and accepted by,
the Trustee; provided, however, that such supplemental Board Resolution
or Officer’s Certificate shall not be accepted by the Trustee or otherwise be
effective unless all conditions set forth in this Indenture that would be
required to be satisfied if such additions, changes or elimination were
contained in a supplemental indenture shall have been appropriately satisfied.
Upon the acceptance thereof by the Trustee, any such supplemental Board
Resolution or Officer’s Certificate shall be deemed to be a “supplemental
indenture” for purposes of Sections 904 and 906.


ARTICLE X


COVENANTS


          Section
1001. Payment of Principal, Premium and Interest. Subject to the
following provisions, the Company will pay to the Trustee the amounts, in such
coin or currency as is at the time legal tender for the payment of public or
private debt, in the manner, at the times and for the purposes set forth herein
and in the text of the Securities for each series, and the Company hereby
authorizes and directs the Trustee from funds so paid to it to make or cause to
be made payment of the principal of and premium, if any, and interest, if any,
on the Securities and coupons of each series as set forth herein and in the
text of such Securities and coupons. Unless otherwise provided in the
Securities of a series, the Trustee will arrange directly with any Paying
Agents for the payment, or the Trustee will make payment, from funds furnished
by the Company, of the principal of and premium, if any, and interest, if any,
on the Securities and coupons of each series by check or draft.


          Unless
otherwise provided in the Securities of a series, interest, if any, on
Registered Securities of a series shall be paid by check or draft on each
Interest Payment Date for such series to the Holder thereof at the close of
business on the relevant record dates specified in the Securities of such
series. The Company may pay such interest by check or draft mailed to such
Holder’s address as it appears on the register for Securities of such series.
Unless otherwise provided in the Securities of a series, principal of
Registered Securities shall be payable by check or draft and only against
presentation and surrender of such Registered Securities at the office of the
Paying Agent, unless the Company shall have otherwise instructed the Trustee in
writing.


          Unless
otherwise provided in the Securities of a series, (i) interest, if any, on
Unregistered Securities shall be paid by check or draft and only against
presentation and surrender of the coupons for such interest installments as are
evidenced thereby as they mature and (ii) original issue discount (as defined
in Section 1273 of the Code), if any, on Unregistered Securities shall be paid
by check or draft and only against presentation and surrender of such
Securities, in either case at the office of a Paying Agent located outside of
the United States and its possessions, unless the Company has otherwise
instructed the Trustee in an Officer’s Certificate. Unless otherwise provided
in the Securities of a series, principal of and premium, if any, of
Unregistered Securities shall be paid by check or draft and only against
presentation and surrender of such Securities as provided in the
Securities of a series. If at the time a payment of principal of and premium,
if any, or interest, if any, or original issue discount, if any, on an
Unregistered Security or coupon becomes due and the payment of the full amount
so payable at the office or offices of all the Paying Agents outside the United
States and its possessions is illegal or effectively precluded because of the
imposition of exchange controls or other similar restrictions on the payment of
such amount in United States currency, then the Company may instruct the
Trustee in an Officer’s Certificate to make such payments at the office of a
Paying Agent located in the United States. The Company hereby covenants and agrees
that it shall not so instruct the Trustee with respect to payment in the United
States if such payment would cause such Unregistered Security to be treated as
a “registration-required obligation” under United States law and regulations.


58





          At
the election of the Company, any payments by the Company provided for in this
Indenture or in any of the Securities may be made by electronic funds transfer.


          Section
1002. Maintenance of Office or Agency. The Company will maintain in each
Place of Payment for any series of Securities, or any Tranche thereof, an
office or agency where Registered Securities, or any Tranche thereof, of that
series may be surrendered for registration of transfer or exchange and a Place
of Payment where (subject to Sections 305 and 307) Securities may be
presented for payment or exchange and where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served. Unless otherwise specified pursuant to Section 301 with respect to any such series, the Company shall
maintain such offices or agencies in connection with each series in the Borough
of Manhattan, The City of New York, State of New York. With respect to any
series of Securities issued in whole or in part as Unregistered Securities, the
Company shall maintain one or more Paying Agents located outside the United
States and its possessions and shall maintain such Paying Agents for a period
of one year after the principal of such Unregistered Securities has become due
and payable. During any period thereafter for which it is necessary in order to
conform to United States tax law or regulations, the Company will maintain a
Paying Agent outside the United States and its possessions to which the
Unregistered Securities or coupons appertaining thereto may be presented for
payment and will provide the necessary funds therefor to such Paying Agent upon
reasonable notice. The Security Registrar shall keep a register with respect to
each series of Securities issued in whole or in part as Registered Securities
and to their transfer and exchange. The Company may appoint one or more
co-Security Registrars acceptable to the Trustee and one or more additional
Paying Agents for each series of Securities, and the Company may terminate the
appointment of any co-Security Registrar or Paying Agent at any time upon
written notice. The term “Security Registrar” includes any co-Security
Registrar. The term “Paying Agent” includes any additional Paying Agent. The
Company shall notify the Trustee of the name and address of any Agent not a
party to this Indenture. Subject to Section 305, if the Company fails to
maintain a Security Registrar or Paying Agent, the Trustee shall act as such.
The Company will give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the
Company fails to maintain any such required office or agency or fails to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive
all such presentations, surrenders, notices and demands.


59





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


          In
the case of Original Issue Discount Securities of a series, the Company shall,
prior to any Redemption Date or any Repayment Date applicable thereto, furnish
the Trustee with an Officer’s Certificate stating the amount of principal to be
paid to a Holder of $1,000 principal amount of such Securities.


          Anything
herein to the contrary notwithstanding, any office or agency required by this
Section may be maintained at any office of the Company in which event the
Company shall perform all functions to be performed at such office or agency.


          Section
1003. Money for Securities Payments to Be Held in Trust. If the Company
at any time acts as its own Paying Agent with respect to any series of
Securities, or any Tranche thereof, it will, on or before each due date of the
principal of (and premium, if any) or interest, if any, on any of such
Securities, 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
so becoming due until such sums are paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or
failure so to act.


          Whenever
the Company has one or more Paying Agents for any series of Securities, it
will, on or prior to (and if on, then before 11:00 a.m. (New York City time))
each due date of the principal of (and premium, if any) or interest, if any, on
such Securities, deposit with a Paying Agent a sum sufficient (in immediately
available funds, if payment is made on the due date) to pay the principal (and
premium, if any) or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal, premium or interest, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.


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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





60





	
 

	
 


	
 

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





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


          Any
money deposited with the Trustee or any Paying Agent, or received by the
Trustee in respect of Eligible Obligations deposited with the Trustee pursuant
to Section
401, 403 or 1007, or then held by the Company, in trust
for the payment of the principal of (and premium, if any) or interest, if any,
on any Security of any series and remaining unclaimed for two years (or such
shorter period for the return of such moneys to the Company under applicable abandoned
property laws) after such principal (and premium, if any) or interest has
become due and payable shall be paid to the Company on Company Request, or (if
then held by the Company) shall be discharged from such trust; and the Holder
of such Security shall thereafter, as an unsecured general creditor, look only
to the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.


          Section
1004. Corporate Existence. Subject to Article VIII, 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, in the judgment of the Company, the preservation thereof
is no longer desirable in the conduct of the business of the Company and the
loss thereof is not disadvantageous in any material respect to the Holders of
Securities of any series or Tranche in any material respect.


          Section
1005. Defeasance of Certain Obligations. The Company may omit to comply
with its obligations under the covenants contained in Sections 1002, 1004 (except
with respect to maintaining its corporate existence), 1006, 1008 and Article VIII
with respect to any Security or Securities of any series or Tranche or any
portion of the principal amount thereof (and in respect of any term, provision
or condition set forth in the covenants or restrictions specified for such
Securities pursuant to Section 301, in any supplemental indenture,
Board Resolution or Officer’s Certificate establishing such Security), provided
that the following conditions shall have been satisfied:


61





                    (1)
With reference to this Section, the Company has deposited or caused to be
irrevocably deposited (except as provided in Section 402) with the Trustee
as trust funds in trust, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of such Securities or portions thereof,
(i) money in an amount, or (ii) if Securities of such series are not subject to
repayment at the option of Holders, (A) Eligible Obligations which through the
payment of interest and principal in respect thereof in accordance with their
terms will provide not later than one day before the due date of any payment
referred to in clause (x) or (y) of this subparagraph (1) money in an amount,
or (B) a combination thereof, sufficient, in the opinion of a nationally
recognized firm of independent certified public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge
(x) the principal of (and premium, if any) and each installment of principal
(and premium, if any) and interest, if any, on the Outstanding Securities of
such series or portions thereof on the Stated Maturity of such principal or
installment of principal or premium or interest or to and including the
Redemption Date irrevocably designated by the Company pursuant to subparagraph
(7) of this Section and (y) any mandatory sinking fund payments applicable to
the Securities of such series or portions thereof on the day on which such
payments are due and payable in accordance with the terms of the Indenture and
of such Securities or portions thereof;


                    (2)
Such deposit shall not, as specified in an Opinion of Counsel, cause the
Trustee with respect to the Securities of such series to have a conflicting
interest as defined in Section 608 and for purposes of the Trust
Indenture Act with respect to the Securities of such series;


                    (3)
Such deposit will not result in a breach or violation of, or constitute a
default under, this Indenture or any other agreement or instrument to which the
Company is a party or by which it is bound;


                    (4)
No Event of Default or event which with notice or lapse of time would become an
Event of Default with respect to the Securities of such series shall have
occurred and be continuing on the date of such deposit and no Event of Default
specified in Section 501(6) or (7) shall have occurred at any time from the date
of such deposit to the 91st calendar day thereafter (it being understood that
this condition to defeasance may not be satisfied until such 91st calendar day
after the date of deposit);


                    (5)
The Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that Holders of the Securities of such series will not realize income,
gain or loss for federal income tax purposes as a result of such deposit and
defeasance of certain obligations and will be subject to federal income tax on
the same amount and in the same manner and at the same times, as would have
been the case if such deposit and defeasance had not occurred;


                    (6)
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 defeasance contemplated by this Section have been met; and


62





                    (7)
If the Company has deposited or caused to be deposited money or Eligible Obligations
to pay or discharge the principal of (and premium, if any) and interest, if
any, on the Outstanding Securities of such series or portion thereof to and
including a Redemption Date pursuant to subparagraph (1) of this Section, such
Redemption Date shall be irrevocably designated by a Board Resolution delivered
to the Trustee on or prior to the date of deposit of such money or Eligible
Obligations, and such Board Resolution shall be accompanied by an irrevocable
Company Request that the Trustee give notice of such redemption in the name and
at the expense of the Company not less than 30 nor more than 60 days prior to
such Redemption Date in accordance with Section 1104.


          Section
1006. Statement by Officers as to Default. The Company will deliver to
the Trustee, within 120 days after the end of each fiscal year of the Company
ending after the date hereof, a written statement, which need not comply with Section 102,
signed by the principal executive officer, the principal financial officer or the
principal accounting officer of the Company stating, as to each signer thereof,
that


	
 

	
 


	
 

	
          (1)
  a review of the activities of the Company during such year and of performance
  under this Indenture has been made under his supervision, and


	
 

	
 


	
 

	
          (2)
  to the best of his knowledge, based on such review, the Company has fulfilled
  all its obligations under this Indenture throughout such year, or, if there
  has been a default in the fulfillment of any such obligation, specifying each
  such default known to him and the nature and status thereof.





          Section
1007. Waiver of Certain Covenants. (a) The Company may omit in any
particular instance to comply with any term, provision or condition set forth
in (i) any additional covenants or restrictions specified with respect to the
Senior Securities of any series, or any Tranche thereof, as contemplated by Section 301
if before the time for such compliance the Holders of not less than a majority
in aggregate principal amount (or such larger proportion as may be required in
respect of waiving a past default of any such additional covenant or
restriction) of the Outstanding Securities of all series and Tranches with
respect to which such covenant or restriction was so specified, considered as
one class, by Act of such Holders, either waives such compliance in such
instance or generally waive compliance with such term, provision or condition
and (ii) Sections
1002, 1004, 1006 and 1008 and Article VIII if before the
time for such compliance the Holders of at least a majority in principal amount
of Senior Securities Outstanding under this Indenture by Act of such Holders,
either waives such compliance in such instance or generally waive compliance
with such term, provision or condition; but, in the case of (i) or (ii) of this
paragraph (a), no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived,and, until such waiver
becomes effective, the obligations of the Company and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force
and effect.


                    (b)
The Company may omit in any particular instance to comply with any term,
provision or condition set forth in (i) any additional covenants or restrictions
specified with respect to the Subordinated Securities of any series, or any
Tranche thereof, as contemplated by Section 301 if before the time for such
compliance the Holders of not less than a majority in aggregate principal
amount (or such larger proportion as may be required in respect of waiving a past default of any such additional covenant or
restriction) of the Outstanding Securities of all series and Tranches with
respect to which such covenant or restriction was so specified, considered as
one class, by Act of such Holders, either waives such compliance in such
instance or generally waive compliance with such term, provision or condition
and (ii) Sections
1002, 1004, 1006 and 1008 and Article VIII if before the
time for such compliance the Holders of at least a majority in principal amount
of Subordinated Securities Outstanding under this Indenture by Act of such
Holders, either waives such compliance in such instance or generally waive
compliance with such term, provision or condition; but, in the case of (i) or
(ii) of this paragraph (b), no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived,and,
until such waiver becomes effective, the obligations of the Company and the duties
of the Trustee in respect of any such term, provision or condition shall remain
in full force and effect.


63





          Section
1008. Maintenance of Properties. The Company shall cause (or, with
respect to property owned in common with others, make reasonable effort to
cause) all its properties used or useful in the conduct of its business to be
maintained and kept in good condition, repair and working order and shall cause
(or, with respect to property owned in common with others, make reasonable effort
to cause) to be made all necessary repairs, renewals, replacements, betterments
and improvements thereof, all as, in the judgment of the Company, may be
necessary so that the business carried on in connection therewith may be
properly conducted; provided, however, that nothing in this
Section shall prevent the Company from discontinuing, or causing the
discontinuance of, the operation and maintenance of any of its properties if,
in the judgment of the Company, such discontinuance (i) is desirable in the conduct
of its business and (ii) will not adversely affect the interests of the Holders
of Securities of any series or Tranche in any material respect.


ARTICLE XI


REDEMPTION OF
SECURITIES


          Section
1101. Applicability of Article. Securities of any series, or any Tranche
thereof, that are redeemable before their Stated Maturity (or, if the principal
of the Securities of any series is payable in installments, the Stated Maturity
of the final installment of the principal thereof) shall be redeemable in accordance
with their terms and (except as otherwise specified as contemplated by Section 301
for Securities of any series or Tranche) in accordance with this Article.


          Section
1102. Election to Redeem; Notice to Trustee. The election of the Company
to redeem any Securities shall be evidenced by a Board Resolution or an
Officer’s Certificate. In case of any redemption at the election of the Company
of less than all the Securities of any series, the Company shall, at least 45
days prior to the Redemption Date fixed by the Company (unless a shorter notice
is satisfactory to the Trustee), notify the Trustee of such Redemption Date and
of the principal amount of Securities of such series or Tranche to be redeemed.
In the case of any redemption of Securities (a) prior to the expiration of
any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, or (b) pursuant to an election of the Company
that is subject to a condition specified in the terms of such Securities the
Company shall furnish the Trustee with an Officer’s Certificate evidencing
compliance with such restriction.


64





          Section
1103. Selection by Trustee of Securities to Be Redeemed. If less than
all the Securities of any series, or any Tranche thereof, are to be redeemed,
the particular Securities to be redeemed shall be selected by the Trustee not
more than 45 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series or Tranche not previously called for
redemption, by such method as is provided for any particular series, or, in the
absence of any such provision, by such method as the Trustee deems fair and
appropriate and which may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Securities of that series or
Tranche or any integral multiple thereof) of the principal amount of Securities
of such series or Tranche of a denomination larger than the minimum authorized
denomination for Securities of that series or Tranche; provided, however,
that if, as indicated in an Officer’s Certificate, the Company has offered to
purchase all or any principal amount of the Securities then Outstanding of any
series, or any Tranche thereof, and less than all of such Securities as to
which such offer was made have been tendered to the Company for such purchase,
the Trustee, if so directed by Company Order, shall select for redemption all
or any principal amount of such Securities that have not been so tendered.


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


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


          Section
1104. Notice of Redemption. Unless otherwise specified as contemplated
by Section
301 with respect to any series of Securities, 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 to be redeemed, at his address appearing in the Security Register.


          If
Unregistered Securities are to be redeemed, notice of redemption shall be
published in an Authorized Newspaper in The City of New York and, if such
Securities to be redeemed are listed on any stock exchange outside of the
United States, in the city in which such stock exchange is located, or in such
other city or cities as may be specified in the Securities, once in each of two
different calendar weeks, the first publication to be not less than 30 nor more
than 90 days before the redemption date.


          All
notices of redemption shall state:


	
 

	
 


	
 

	
          (1)
  the Redemption Date,


	
 

	
 


	
 

	
          (2)
  the Redemption Price, or the formula pursuant to which the Redemption Price
  is to be determined if the Redemption Price cannot be determined at the time
  of notice is given,





65





	
 

	
 


	
 

	
          (3)  if less than all the Outstanding
  Securities of any series or Tranche are to be redeemed, the identification
  (and, in the case of partial redemption, the principal amounts) of the
  particular Securities to be redeemed, and the portion of the principal amount
  of any Security to be redeemed in part and, in the case of any such Security
  of such series to be redeemed in part, that, on and after the Redemption
  Date, upon surrender of such Security, a new Security or Securities of such
  series in principal amount equal to the remaining unpaid principal amount
  thereof will be issued as provided in Section 1106,


	
 

	
 


	
 

	
          (4)  that on the Redemption Date the Redemption
  Price will become due and payable upon each such Security to be redeemed and,
  if applicable, that interest thereon will cease to accrue on and after said
  date,


	
 

	
 


	
 

	
          (5)  the place or places where such Securities
  and all unmatured coupons are to be surrendered for payment of the Redemption
  Price and accrued interest, if any,


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (7)  the CUSIP numbers, if any, assigned to
  such Securities; provided however, that such notice may
  state that no representation is made as to the correctness of CUSIP numbers,
  and the redemption of such Securities shall not be affected by any defect in
  or omission of such number, and


	
 

	
 


	
 

	
          (8)  such other matters as the Company shall
  deem desirable or appropriate.





          Unless
otherwise specified with respect to any Securities in accordance with Section 301,
with respect to any notice of redemption of Securities at the election of the
Company, unless, upon the giving of such notice, such Securities are deemed to
have been paid in accordance with Section 401, such notice may state that
such redemption shall be conditional upon the receipt by the Paying Agent or
Agents for such Securities, on or prior to the date fixed for such redemption,
of money sufficient to pay the principal of and premium, if any, and interest,
if any, on such Securities and that if such money has not been so received such
notice shall be of no force or effect and the Company shall not be required to
redeem such Securities. In the event that such notice of redemption contains
such a condition and such money is not so received, the redemption shall not be
made and within a reasonable time thereafter notice shall be given, in the
manner in which the notice of redemption was given, that such money was not so
received and such redemption was not required to be made, and the Paying Agent
or Agents for the Securities otherwise to have been redeemed shall promptly
return to the Holders thereof any of such Securities that had been surrendered
for payment upon such redemption.


          Notice
of redemption of Securities to be redeemed at the election of the Company, and
any notice of non-satisfaction of a condition for redemption as aforesaid,
shall be given by the Company or, at the Company’s request, by the Security
Registrar in the name and at the expense of the Company. Notice of mandatory
redemption of Securities shall be given by the Security Registrar in the name
and at the expense of the Company.


66





          Section
1105. Securities Payable on Redemption Date. Notice of redemption having
been given as aforesaid, and the conditions, if any, set forth in such notice
having been satisfied, the Securities or portions thereof so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company defaults in
the payment of the Redemption Price and accrued interest, if any) such
Securities, or portions thereof, if interest-bearing, shall cease to bear
interest. Upon surrender of any such Security for redemption in accordance with
said notice, such Security or portion thereof together with all unmatured
coupons, if any, shall be paid by the Company at the Redemption Price, together
with accrued interest, if any, to the Redemption Date but in the case of
Unregistered Securities installments of interest due on or prior to the
Redemption Date will be payable to the bearers of the coupons for such interest
by check or draft upon surrender of such coupons; provided, however, that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Regular Record Dates according to their terms and the provisions of Section 307.


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


          Section
1106. Securities Redeemed in Part. Any Security that is to be redeemed
only in part shall be surrendered at a Place of Payment therefor (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his or her attorney duly authorized in writing), and
the Company shall execute, and the Trustee shall authenticate and deliver to
the Holder of such Security without service charge, a new Security or
Securities of the same series, of any authorized denomination as requested by
such Holder, and of like tenor and in aggregate principal amount equal to and
in exchange for the unredeemed portion of the principal of the Security so
surrendered.


ARTICLE XII


SINKING FUNDS


          Section
1201. Applicability of Article. The provisions of this Article shall be
applicable to any sinking fund for the retirement of Securities of any series,
or any Tranche thereof, except as otherwise specified as contemplated by Section 301
for Securities of such series or Tranche.


          The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series, or any Tranche thereof, 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, or any Tranche
thereof, is herein referred to as an “optional sinking fund payment”. If
provided for by the terms of Securities of any series, or any Tranche thereof,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 1202. Each sinking fund payment shall be applied to
the redemption of Securities of the series or Tranche in respect of which it
was made as provided for by the terms of Securities of such series.


67





          Section
1202. Satisfaction of Sinking Fund Payments With Securities. The Company
(1) may deliver Outstanding Securities of a series or Tranche (other than any previously
called for redemption) together, in the case of Unregistered Securities, with
all unmatured coupons appertaining thereto, in respect of which a mandatory
sinking fund payment is to be made and (2) may apply as a credit Securities of
such series or Tranche 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, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series, provided
that such Securities have not been previously so credited. Such Securities
shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.


          Section
1203. Redemption of Securities for Sinking Fund. Not less than 45 days
prior to each sinking fund payment date for any series of Securities, or any
Tranche thereof, the Company will deliver to the Trustee an Officer’s Certificate
specifying the amount of the next ensuing sinking fund payment for that series
or Tranche pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 1202 and will also deliver to the Trustee any
Securities to be so delivered. If the Company has not delivered such Officer’s
Certificate and, to the extent applicable, all such Securities, the next
succeeding sinking fund payment for such series or Tranche shall be made
entirely in cash in the amount of the mandatory sinking fund payment. Not less
than 30 days before each such sinking fund payment date the Trustee shall select
the Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner provided
in Section
1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1105 and 1106.


ARTICLE XIII


REPAYMENT OF
SECURITIES AT OPTION OF HOLDERS


          Section
1301. Applicability of Article. Securities of any series or Tranche that
are repayable before their Stated Maturity at the option of the Holders shall
be repayable in accordance with their terms and (except as otherwise specified
as contemplated by Section 301 for Securities of any series)
in accordance with this Article.


          Section
1302. Notice of Repayment Date. Notice of any Repayment Date with
respect to Securities of any series or Tranche thereof shall be given by the
Company not less than 45 nor more than 60 days prior to such Repayment Date (or
at such other times as may be specified for such repayment or repurchase
pursuant to Section 301 of this
Indenture) to each Holder of Securities of such series in accordance with Section 106.


          The
notice as to the Repayment Date shall state (unless otherwise specified for
such repayment or repurchase pursuant to Section
301 of this Indenture):


	
 

	
 


	
 

	
          (1)
  the Repayment Date, which date shall be no earlier than 30 days and no later
  than 60 days from the date on which such notice is mailed;





68





	
 

	
 


	
 

	
          (2)
  the principal amount of the Securities required to be repaid or repurchased
  and the Repayment Price (or the formula pursuant to which the Repayment Price
  is to be determined if the Repayment Price cannot be determined at the time
  the notice is given);


	
 

	
 


	
 

	
          (3)
  the place or places where such Securities are to be surrendered for payment
  of the Repayment Price, and accrued interest, if any, and the date by which
  Securities must be so surrendered in order to be repaid or repurchased;


	
 

	
 


	
 

	
          (4)
  that any Security not tendered or accepted for payment shall continue to
  accrue interest;


	
 

	
 


	
 

	
          (5)
  that, unless the Company defaults in making such payment or the Paying Agent
  is prohibited from paying such money to the Holders on that date pursuant to
  the terms of this Indenture, Securities accepted for payment pursuant to any
  such offer of repayment or repurchase shall cease to accrue interest after
  the Repayment Date;


	
 

	
 


	
 

	
          (6)
  that Holders electing to have a Security repaid or purchased pursuant to such
  offer may elect to have all or any portion of such Security purchased;


	
 

	
 


	
 

	
          (7)
  that Holders electing to have a Security repaid or repurchased pursuant to
  any such offer shall be required to surrender the Security, with such
  customary documents of surrender and transfer as the Company may reasonably
  request, duly completed, or transfer by book-entry transfer, to the Company
  or the Paying Agent at the address specified in the notice at least two
  Business Days prior to the Repayment Date;


	
 

	
 


	
 

	
          (8)
  that Holders shall be entitled to withdraw their election if the Company or
  the Paying Agent, as the case may be, receives, not later than the expiration
  of the offer to repay or repurchase, a telegram, facsimile transmission or
  letter setting forth the name of the Holder, the principal amount of the
  Security the Holder delivered for purchase and a statement that such Holder
  is withdrawing its election to have such Security purchased;


	
 

	
 


	
 

	
          (9)
  that, in the case of a repayment or repurchase of less than all Outstanding
  Securities of a series or Tranche thereof, the method of selection of
  Securities to be repaid or repurchased to be applied by the Trustee if the
  principal amount of properly tendered Securities exceeds the principal amount
  of the Securities to be repaid or repurchased;


	
 

	
 


	
 

	
          (10)
  that Holders whose Securities are purchased only in part shall be issued new
  Securities of the same series or Tranche thereof equal in principal amount to
  the unpurchased portion of the Securities surrendered (or transferred by
  book-entry transfer); and


	
 

	
 


	
 

	
          (11)
  the CUSIP or other identification number, if any, printed on the Securities
  being repurchased and that no representation is made as to the correctness or
  accuracy of the CUSIP or other identification number, if any, listed in such
  notice or printed on the Securities.





69





          Section
1303. Securities Payable on Repayment Date. The form of option to elect
repurchase or repayment having been delivered as specified in the form of
Security for such series, the Securities of such series or Tranche so to be
repaid (after application of the method of selection described pursuant to
clause (9) of Section 1302, if the principal amount of properly tendered
Securities exceeds the principal amount of the Securities to be repaid or
repurchased) shall, on the Repayment Date, become due and payable at the
Repayment Price applicable thereto and from and after such date (unless the
Company defaults in the payment of the Repayment Price and accrued interest)
such Securities shall cease to bear interest. Upon surrender of any such
Security for repayment in accordance with said notice, such Security shall be
paid by the Company at the Repayment Price together with accrued interest, if
any, to the Repayment Date; provided, however, that if a Security is
repaid or repurchased on or after a Record Date but on or prior to the Stated
Maturity of any installments of interest, then any accrued and unpaid interest
due on such Stated Maturity shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the provisions
of Section
307.


          If
any Security is not paid upon surrender thereof for repayment, the principal
(and premium, if any) shall, until paid, bear interest from the Repayment Date
at the rate prescribed therefor in such Security.


          Section
1304. Securities Repaid in Part. Any Security that by its terms may be
repaid in part at the option of the Holder and that is to be repaid only in
part shall be surrendered at any office or agency of the Company designated for
that purpose pursuant to Section 1002 (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 or her attorney duly authorized in writing), and the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Security or Securities of the same
series, as provided in Section 305, of any authorized denomination
as requested by such Holder, in aggregate principal amount equal to and in
exchange for the unrepaid portion of the principal of the Security so
surrendered.


70





	
 

	
 

	
 


	
 

	 

	
 





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


71





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


CHINA TRANSINFO
TECHNOLOGY CORP. 


[CORPORATE SEAL]


	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	 


	
 

	
Chief Executive Officer








	
 
	
 
	
 
	
 

	
Attest:
	
 
	
 

	
 
	
 
	
 

	 	
 
	
 

	 
	 
	 

	
Secretary
	
 
	
 

	
 
	
 
	
[                    ]

	
 
	
 
	
 

	
 
	
 
	
By
	
 

	
 
	
 
	
 
	 







STATE OF
[          ]                                                                      )


                                                                                                      )
ss:


CITY OF
[          ] AND COUNTY OF
[                               ])


          On
the day of [         ] 200_, before me personally came _______, to me known, who, being
by me duly sworn, did depose and say that he is Secretary of CHINA TRANSINFO
TECHNOLOGY CORP., one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instruments is such corporate seal; that it was so affixed by
authority of the By-Laws of said corporation, and that he signed his name
thereto by authority of the Board of Directors of said corporation.

                                                                                                                          ______________________________




China TransInfo Technology Corp. 

Reconciliation and tie between Trust Indenture Act of 1939 and

Indenture, dated as of __, 200_


	
 
	
 
	
 
	
 

	
Trust
  Indenture
	
Indenture Sections

	
Act
  Section 
	
 
	
 

	 	 	 	 
	
§ 310
	
(a)(1)
	
 
	
609

	
 
	
(a)(2)
	
 
	
609

	
 
	
(a)(3)
	
 
	
Not Applicable

	
 
	
(a)(4)
	
 
	
Not Applicable

	
 
	
(a)(5)
	
 
	
609

	
 
	
(b)
	
 
	
608

	
 
	
 
	
 
	
610

	
§ 311
	
(a)
	
 
	
613(a)

	
 
	
(b)
	
 
	
613(b)

	
 
	
(b)(2)
	
 
	
703(a)(2)

	
 
	
 
	
 
	
703(b)

	
§ 312
	
(a)
	
 
	
701

	
 
	
 
	
 
	
702(a)

	
 
	
(b)
	
 
	
702(b)

	
 
	
(c)
	
 
	
702(c)

	
§ 313
	
(a)
	
 
	
703(a)

	
 
	
(b)
	
 
	
703(b)

	
 
	
(c)
	
 
	
703(a), 703(b)

	
 
	
(d)
	
 
	
703(c)

	
§ 314
	
(a)
	
 
	
704

	
 
	
(b)
	
 
	
Not Applicable

	
 
	
(c)(1)
	
 
	
102

	
 
	
(c)(2)
	
 
	
102

	
 
	
(c)(3)
	
 
	
Not Applicable

	
 
	
(d)
	
 
	
Not Applicable

	
 
	
(e)
	
 
	
102

	
§ 315
	
(a)
	
 
	
601(a)

	
 
	
(b)
	
 
	
602

	
 
	
 
	
 
	
703(a)(7)

	
 
	
(c)
	
 
	
601(b)

	
 
	
(d)
	
 
	
601(c)

	
 
	
(d)(l)
	
 
	
601(a)(1)

	
 
	
(d)(2)
	
 
	
601(c)(2)

	
 
	
(d)(3)
	
 
	
601(c)(3)

	
 
	
(e)
	
 
	
514

	
§ 316
	
(a)
	
 
	
101

	
 
	
(a)(1)(A)
	
 
	
502

	
 
	
 
	
 
	
512

	
 
	
(a)(1)(B)
	
 
	
513

	
 
	
(a)(2)
	
 
	
Not Applicable

	
 
	
(b)
	
 
	
508

	
 
	
(c)
	
 
	
104(g)

	
§ 317
	
(a)(l)
	
 
	
503

	
 
	
(a)(2)
	
 
	
504

	
 
	
(b)
	
 
	
1003

	
§ 318
	
(a)
	
 
	
107

	
___________
	
 
	
 

	
 

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