Exhibit 4.2


 


A.M.
CASTLE & CO.


 


TO


 


TRUSTEE


 


INDENTURE


 


Dated
as of           , 20          


 


Subordinated
Debt Securities


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  ONE

  	
  DEFINITIONS
  AND OTHER PROVISIONS OF GENERAL APPLICATION

  	
   

  	
  2

  
	
  Section 1.1

  	
  Definitions

  	
   

  	
  2

  
	
  Section 1.2

  	
  Compliance Certificates and Opinions

  	
   

  	
  11

  
	
  Section 1.3

  	
  Form of Documents Delivered to Trustee

  	
   

  	
  11

  
	
  Section 1.4

  	
  Acts of Holders

  	
   

  	
  12

  
	
  Section 1.5

  	
  Notices, etc., to Trustee and Company

  	
   

  	
  13

  
	
  Section 1.6

  	
  Notice to Holders; Waiver

  	
   

  	
  14

  
	
  Section 1.7

  	
  Effect of Headings and Table of Contents

  	
   

  	
  15

  
	
  Section 1.8

  	
  Successors and Assigns

  	
   

  	
  15

  
	
  Section 1.9

  	
  Separability Clause

  	
   

  	
  15

  
	
  Section 1.10

  	
  Benefits of Indenture

  	
   

  	
  15

  
	
  Section 1.11

  	
  No Personal Liability

  	
   

  	
  15

  
	
  Section 1.12

  	
  Governing Law

  	
   

  	
  15

  
	
  Section 1.13

  	
  Legal Holidays

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  TWO

  	
  SECURITIES
  FORMS

  	
   

  	
  16

  
	
  Section 2.1

  	
  Forms of Securities

  	
   

  	
  16

  
	
  Section 2.2

  	
  Form of Trustee’s Certificate of
  Authentication

  	
   

  	
  16

  
	
  Section 2.3

  	
  Securities Issuable in Global Form

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  THREE

  	
  THE
  SECURITIES

  	
   

  	
  18

  
	
  Section 3.1

  	
  Amount Unlimited; Issuable in Series

  	
   

  	
  18

  
	
  Section 3.2

  	
  Denominations

  	
   

  	
  21

  
	
  Section 3.3

  	
  Execution, Authentication Delivery and Dating

  	
   

  	
  21

  
	
  Section 3.4

  	
  Temporary Securities

  	
   

  	
  23

  
	
  Section 3.5

  	
  Registration, Registration of Transfer and
  Exchange

  	
   

  	
  25

  
	
  Section 3.6

  	
  Mutilated, Destroyed, Lost and Stolen Securities

  	
   

  	
  28

  
	
  Section 3.7

  	
  Payment of Interest; Interest Rights Preserved

  	
   

  	
  30

  
	
  Section 3.8

  	
  Persons Deemed Owners

  	
   

  	
  31

  
	
  Section 3.9

  	
  Cancellation

  	
   

  	
  32

  
	
  Section 3.10

  	
  Computation of Interest

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FOUR

  	
  SATISFACTION
  AND DISCHARGE

  	
   

  	
  33

  
	
  Section 4.1

  	
  Satisfaction and Discharge of Indenture

  	
   

  	
  33

  
	
  Section 4.2

  	
  Application of Company Funds

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  FIVE

  	
  REMEDIES

  	
   

  	
  34

  
	
  Section 5.1

  	
  Events of Default

  	
   

  	
  34

  
	
  Section 5.2

  	
  Acceleration of Maturity; Rescission and Annulment

  	
   

  	
  35

  



 


i

















 


TABLE
OF CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
  Section 5.3

  	
  Collection of Indebtedness and Suits for
  Enforcement by Trustee

  	
   

  	
  36

  
	
  Section 5.4

  	
  Trustee May File Proofs of Claim

  	
   

  	
  37

  
	
  Section 5.5

  	
  Trustee May Enforce Claims Without Possession
  of Securities or Coupons

  	
   

  	
  38

  
	
  Section 5.6

  	
  Application of Money Collected

  	
   

  	
  38

  
	
  Section 5.7

  	
  Limitation on Suits

  	
   

  	
  39

  
	
  Section 5.8

  	
  Unconditional Right of Holders to Receive Principal, Premium or
  Make-Whole Amount, if any, Interest and Additional Amounts

  	
   

  	
  39

  
	
  Section 5.9

  	
  Restoration of Rights and Remedies

  	
   

  	
  40

  
	
  Section 5.10

  	
  Rights and Remedies Cumulative

  	
   

  	
  40

  
	
  Section 5.11

  	
  Delay or Omission Not Waiver

  	
   

  	
  40

  
	
  Section 5.12

  	
  Control by Holders of Securities

  	
   

  	
  40

  
	
  Section 5.13

  	
  Waiver of Past Defaults

  	
   

  	
  40

  
	
  Section 5.14

  	
  Undertaking for Costs

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  SIX

  	
  THE
  TRUSTEE

  	
   

  	
  41

  
	
  Section 6.1

  	
  Notice of Defaults

  	
   

  	
  41

  
	
  Section 6.2

  	
  Certain Rights of Trustee

  	
   

  	
  42

  
	
  Section 6.3

  	
  Not Responsible for Recitals or Issuance of
  Securities

  	
   

  	
  43

  
	
  Section 6.4

  	
  May Hold Securities

  	
   

  	
  43

  
	
  Section 6.5

  	
  Money Held in Trust

  	
   

  	
  43

  
	
  Section 6.6

  	
  Compensation and Reimbursement

  	
   

  	
  43

  
	
  Section 6.7

  	
  Corporate Trustee Required; Eligibility;
  Conflicting Interests

  	
   

  	
  44

  
	
  Section 6.8

  	
  Resignation and Removal; Appointment of Successor

  	
   

  	
  44

  
	
  Section 6.9

  	
  Acceptance of Appointment By Successor

  	
   

  	
  46

  
	
  Section 6.10

  	
  Merger, Conversion, Consolidation or Succession to
  Business

  	
   

  	
  47

  
	
  Section 6.11

  	
  Appointment of Authenticating Agent

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN

  	
  HOLDERS’
  LISTS AND REPORTS BY TRUSTEE AND COMPANY

  	
   

  	
  49

  
	
  Section 7.1

  	
  Disclosure of Names and Addresses of Holders

  	
   

  	
  49

  
	
  Section 7.2

  	
  Reports by Trustee

  	
   

  	
  49

  
	
  Section 7.3

  	
  Reports by the Company

  	
   

  	
  49

  
	
  Section 7.4

  	
  Company to Furnish Trustee Names and Addresses of
  Holders

  	
   

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  EIGHT

  	
  CONSOLIDATION,
  MERGER, SALE, LEASE OR CONVEYANCE

  	
   

  	
  50

  
	
  Section 8.1

  	
  Consolidations and Mergers of Company and Sales, Leases and
  Conveyances Permitted Subject to Certain Conditions

  	
   

  	
  50

  
	
  Section 8.2

  	
  Rights and Duties of Successor Corporation

  	
   

  	
  50

  



 


ii

















 


TABLE
OF CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
  Section 8.3

  	
  Officers’ Certificate and Opinion of Counsel

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  NINE

  	
  SUPPLEMENTAL
  INDENTURES

  	
   

  	
  51

  
	
  Section 9.1

  	
  Supplemental Indentures Without Consent of Holders

  	
   

  	
  51

  
	
  Section 9.2

  	
  Supplemental Indentures With Consent of Holders

  	
   

  	
  52

  
	
  Section 9.3

  	
  Execution of Supplemental Indentures

  	
   

  	
  53

  
	
  Section 9.4

  	
  Effect of Supplemental Indentures

  	
   

  	
  54

  
	
  Section 9.5

  	
  Conformity with Trust Indenture Act

  	
   

  	
  54

  
	
  Section 9.6

  	
  Reference in Securities to Supplemental Indentures

  	
   

  	
  54

  
	
  Section 9.7

  	
  Notice of Supplemental Indentures

  	
   

  	
  54

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  TEN

  	
  COVENANTS

  	
   

  	
  54

  
	
  Section 10.1

  	
  Payment of Principal, Premium or Make-Whole Amount, if any, Interest
  and Additional Amounts

  	
   

  	
  54

  
	
  Section 10.2

  	
  Maintenance of Office or Agency

  	
   

  	
  55

  
	
  Section 10.3

  	
  Money for Securities Payments to Be Held in Trust

  	
   

  	
  56

  
	
  Section 10.4

  	
  Existence

  	
   

  	
  58

  
	
  Section 10.5

  	
  Maintenance of Properties

  	
   

  	
  58

  
	
  Section 10.6

  	
  Payment of Taxes and Other Claims

  	
   

  	
  58

  
	
  Section 10.7

  	
  Provision of Financial Information

  	
   

  	
  58

  
	
  Section 10.8

  	
  Statement as to Compliance

  	
   

  	
  59

  
	
  Section 10.9

  	
  Additional Amounts

  	
   

  	
  59

  
	
  Section 10.10

  	
  Waiver of Certain Covenants

  	
   

  	
  60

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  ELEVEN

  	
  REDEMPTION
  OF SECURITIES

  	
   

  	
  61

  
	
  Section 11.1

  	
  Applicability of Article

  	
   

  	
  61

  
	
  Section 11.2

  	
  Election to Redeem; Notice to Trustee

  	
   

  	
  61

  
	
  Section 11.3

  	
  Selection by Trustee of Securities to Be Redeemed

  	
   

  	
  61

  
	
  Section 11.4

  	
  Notice of Redemption

  	
   

  	
  62

  
	
  Section 11.5

  	
  Deposit of Redemption Price

  	
   

  	
  63

  
	
  Section 11.6

  	
  Securities Payable on Redemption Date

  	
   

  	
  63

  
	
  Section 11.7

  	
  Securities Redeemed in Part

  	
   

  	
  64

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  TWELVE

  	
  SINKING
  FUNDS

  	
   

  	
  64

  
	
  Section 12.1

  	
  Applicability of Article

  	
   

  	
  64

  
	
  Section 12.2

  	
  Satisfaction of Sinking Fund Payments with
  Securities

  	
   

  	
  65

  
	
  Section 12.3

  	
  Redemption of Securities for Sinking Fund

  	
   

  	
  65

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  THIRTEEN

  	
  REPAYMENT
  AT THE OPTION OF HOLDERS

  	
   

  	
  65

  
	
  Section 13.1

  	
  Applicability of Article

  	
   

  	
  65

  
	
  Section 13.2

  	
  Repayment of Securities

  	
   

  	
  66

  



 


iii

















 


TABLE
OF CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
  Section 13.3

  	
  Exercise of Option

  	
   

  	
  66

  
	
  Section 13.4

  	
  When Securities Presented for Repayment Become Due
  and Payable

  	
   

  	
  67

  
	
  Section 13.5

  	
  Securities Repaid in Part

  	
   

  	
  67

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  FOURTEEN

  	
  DEFEASANCE
  AND COVENANT DEFEASANCE

  	
   

  	
  68

  
	
  Section 14.1

  	
  Applicability of Article; Company’s Option to
  Effect Defeasance or Covenant Defeasance

  	
   

  	
  68

  
	
  Section 14.2

  	
  Defeasance and Discharge

  	
   

  	
  68

  
	
  Section 14.3

  	
  Covenant Defeasance

  	
   

  	
  68

  
	
  Section 14.4

  	
  Conditions to Defeasance or Covenant Defeasance

  	
   

  	
  69

  
	
  Section 14.5

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

  	
   

  	
  71

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  FIFTEEN

  	
  MEETINGS
  OF HOLDERS OF SECURITIES

  	
   

  	
  72

  
	
  Section 15.1

  	
  Purposes for Which Meetings May Be Called

  	
   

  	
  72

  
	
  Section 15.2

  	
  Call, Notice and Place of Meetings

  	
   

  	
  72

  
	
  Section 15.3

  	
  Persons Entitled to Vote at Meetings

  	
   

  	
  72

  
	
  Section 15.4

  	
  Quorum; Action

  	
   

  	
  73

  
	
  Section 15.5

  	
  Determination of Voting Rights; Conduct and
  Adjournment of Meetings

  	
   

  	
  74

  
	
  Section 15.6

  	
  Counting Votes and Recording Action of Meetings

  	
   

  	
  74

  
	
  Section 15.7

  	
  Evidence of Action Taken by Holders

  	
   

  	
  75

  
	
  Section 15.8

  	
  Proof of Execution of Instruments

  	
   

  	
  75

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  SIXTEEN

  	
  SUBORDINATION

  	
   

  	
  75

  
	
  Section 16.1

  	
  Agreement to Subordinate

  	
   

  	
  75

  
	
  Section 16.2

  	
  Liquidation; Dissolution; Bankruptcy

  	
   

  	
  75

  
	
  Section 16.3

  	
  Default on Senior Debt

  	
   

  	
  76

  
	
  Section 16.4

  	
  Acceleration of Securities

  	
   

  	
  76

  
	
  Section 16.5

  	
  When Distribution Must Be Paid Over

  	
   

  	
  76

  
	
  Section 16.6

  	
  Notice by the Company

  	
   

  	
  77

  
	
  Section 16.7

  	
  Subrogation

  	
   

  	
  77

  
	
  Section 16.8

  	
  Relative Rights

  	
   

  	
  77

  
	
  Section 16.9

  	
  Subordination May Not Be Impaired by the
  Company

  	
   

  	
  77

  
	
  Section 16.10

  	
  Distribution or Notice to Representative

  	
   

  	
  77

  
	
  Section 16.11

  	
  Rights of Trustee and Paying Agent

  	
   

  	
  77

  
	
  Exhibit A 
  Forms of Certification

  	
   

  	
   

  
	
  Exhibit A-1

  	
   

  	
   

  
	
  Exhibit A-2

  	
   

  	
   

  
	
  Designation of Subordinated Security

  	
   

  	
   

  



 


iv

















 


A.M.
CASTLE & CO.


 


Reconciliation and tie
between Company Indenture Act of 1939, as amended (the “1939 Act”), and
Indenture, dated as of
                          ,
          .


 


	
  Trust Indenture Act Section

  	
   

  	
  Indenture Section

  
	
  Section 3.10

  	
  (a)(1)

  	
   

  	
  6.7(a)

  
	
   

  	
  (a)(2)

  	
   

  	
  6.7(a)

  
	
   

  	
  (b)

  	
   

  	
  6.7(b),
  6.8

  
	
  Section 312

  	
  (c)

  	
   

  	
  7.1

  
	
  Section 314

  	
  (a)

  	
   

  	
  7.3

  
	
   

  	
  (a)(4)

  	
   

  	
  1.11

  
	
   

  	
  (c)(1)

  	
   

  	
  1.2

  
	
   

  	
  (c)(2)

  	
   

  	
  1.2

  
	
   

  	
  (e)

  	
   

  	
  1.2

  
	
  Section 315

  	
  (b)

  	
   

  	
  6.1

  
	
  Section 316

  	
  (a) (last sentence)

  	
   

  	
  1.1
  (“Outstanding”)

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  5.2,
  5.12

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  5.13

  
	
   

  	
  (b)

  	
   

  	
  5.8

  
	
  Section 317

  	
  (a)(1)

  	
   

  	
  5.3

  
	
   

  	
  (a)(2)

  	
   

  	
  5.4

  
	
  Section 318

  	
  (a)

  	
   

  	
  1.12

  
	
   

  	
  (c)

  	
   

  	
  1.12

  



 


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


 


Attention should also be
directed to Section 318(c) of the 1939 Act, which provides that the
provisions of Sections 310 to and including 317 of the 1939 Act are a part
of and govern every qualified indenture, whether or not physically contained
therein.


 


INDENTURE, dated as of
                          ,
20      , between A.M. CASTLE & CO.,
a Maryland corporation (hereinafter called the “Company”), having its principal
office at 3400 North Wolf Road, Franklin Park, IL 60131, and
                            ,
a
                            banking
corporation, as Trustee hereunder hereinafter called the “Trustee”), having its
Corporate Trust Office at
                                          .


 


RECITALS
OF THE COMPANY


 


The Company deems it
necessary to issue from time to time for its lawful purposes subordinated debt
securities (hereinafter called the “Securities”) evidencing its unsecured
subordinated indebtedness, and has duly authorized the execution and delivery
of this Indenture to provide for the issuance from time to time of the
Securities, unlimited as to aggregate principal amount, to bear interest at the
rates or formulas, to mature at such times and to have such other provisions as
shall be fixed therefor as hereinafter 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, as follows:


 


ARTICLE
ONE


DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 1.1            Definitions.


 


For all purposes of this
Indenture, except as otherwise expressly provided or 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 TIA, either directly or by reference therein, have the meanings
assigned to them therein, and the terms “cash transaction” and
“self-liquidating paper,” as used in TIA Section 311, shall have the
meanings assigned to them in the rules of the Commission adopted under the
TIA;


 


(3)  all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with GAAP; and


 


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


 


Certain terms, used
principally in Article Three, Article Five, Article Six and
Article Ten, are defined in those Articles. In addition, the following
terms shall have the indicated respective meanings:


 


“Act” has the meaning
specified in Section 1.4.


 


2

















 


“Additional Amounts” means
any additional amounts which are required by a Security, under circumstances
specified therein, to be paid by the Company in respect of certain taxes
imposed on certain Holders and which are owing to such Holders.


 


“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 authenticating agent appointed by the Trustee pursuant to
Section 6.11.


 


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


 


“Bankruptcy Law” has the
meaning specified in Section 5.1.


 


“Bearer Security” means a
Security which is payable to bearer.


 


“Board of Directors” means
the Board of Directors of the Company, the executive committee or any other
committee of that board duly authorized to act for it in respect hereof.


 


“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 referred
to in this Indenture or in the Securities, means, unless otherwise specified
with respect to any Securities pursuant to Section 3.1, any day, other
than a Saturday or Sunday, that is neither a legal holiday nor a day on which
banking institutions in that Place of Payment or particular location are
authorized or required by law, regulation or executive order to close.


 


“Capital Stock” means, with
respect to any Person, any capital stock (including preferred stock), shares,
interests, participations or other ownership interests (however designated) of
such Person and any rights (other than debt securities convertible or
exchangeable for corporate stock), warrants or options to purchase any thereof.


 


“CLEARSTREAM” means
Clearstream Banking, S.A., or its successor.


 


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


 


3

















 


such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties on such date.


 


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


 


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


 


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


 


“Corporate Trust Office”
means the office of the Trustee at which, at any particular time, its corporate
trust business shall be principally administered, at which the principal of
(and Make-Whole Amount, if any), interest, if any, on, and Additional Amounts,
if any, payable in respect of, Securities of or within a series shall be
payable and any Registered Securities of or within such series may be
surrendered for registration of transfer or exchange, and at which notices or
demands to or upon the Company in respect of the Securities of or within a
series and this Indenture may be served, which office at the date hereof is
located at                                     .


 


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


 


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


 


“Custodian” has the meaning
set forth in Section 5.1.


 


“Defaulted Interest” has the
meaning specified in Section 3.7.


 


“Disqualified Stock” means,
with respect to any Person, any Capital Stock of such Person which by the terms
of such Capital Stock (or by the terms of any security into which it is
convertible or for which it is exchangeable or exercisable), upon the happening
of any event or otherwise (i) matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, (ii) is convertible
into or exchangeable or exercisable for or Disqualified Stock or (iii) is
redeemable at the option of the holder thereof, in whole or in part, in each
case on or prior to the Stated Maturity of the series of debt Securities.


 


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


 


“DTC” means The Depository
Trust Company.


 


4

















 


“ECU” means the European
Currency Unit as defined and revised from time to time by the Council of the
European Communities.


 


“Euroclear” means Euroclear
Bank S.A./N.V., or its successor as operator of the Euroclear System.


 


“European Communities” means
the European Economic Community, the European Coal and Steel Community and the
European Atomic Energy Community.


 


“European Monetary System”
means the European Monetary System established by the Resolution of
December 5, 1978 of the Council of the European Communities.


 


“Event of Default” has the
meaning specified in Article Five.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder by the Commission.


 


“Foreign Currency” means any
currency, currency unit or composite currency, including, without limitation,
the ECU, issued by the government of one or more countries other than the
United States of America or by any recognized confederation or association of
such governments.


 


“GAAP” means generally
accepted accounting principles as used in the United States applied on a
consistent basis as in effect from time to time; provided, that solely for
purposes of any calculation required by the financial covenants contained
herein, “GAAP” shall mean generally accepted accounting principles as used in
the United States from time to time, applied on a consistent basis.


 


“Government Obligations”
means securities which are (i) direct obligations of the United States of
America or the government which issued the Foreign Currency in which the
Securities of a particular series are payable, for the payment of which its
full faith and credit is pledged or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America or such government which issued the Foreign Currency
in which the Securities of such series are payable, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America or such other government, which, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian
with respect to any such Government Obligation or a specific payment of
interest on or principal of any such Government Obligation held by such
custodian for the account of the holder of a depository receipt, provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the Government Obligation or
the specific payment of interest on or principal of the Government Obligation
evidenced by such depository receipt.


 


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


 


5














 


“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 3.1; provided, however, that, if at any time more than one Person
is acting as Trustee under this instrument, “Indenture” shall mean, with
respect to any one or more series of Securities for which such Person is
Trustee, this instrument as originally executed or as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof and shall include the
terms of the or those particular series of Securities for which such Person is
Trustee established as contemplated by Section 3.1, exclusive, however, of
any provisions or terms which relate solely to other series of Securities for
which such Person is not Trustee, regardless of when such terms or provisions
were adopted, and exclusive of any provisions or terms adopted by means of one
or more indentures supplemental hereto executed and delivered after such Person
had become such Trustee but to which such Person, as such Trustee, was not a
party.


 


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


 


“Interest” when used with
respect to an Original Issue Discount Security which by its terms bears
interest only after Maturity, shall mean interest payable after Maturity, and,
when used with respect to a Security which provides for the payment of
Additional Amounts pursuant to Section 1.10, includes such Additional
Amounts.


 


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


 


“Make-Whole Amount” means
the amount, if any, in addition to principal which is required by a Security,
under the terms and conditions specified therein or as otherwise specified as
contemplated by Section 3.1, to be paid by the Company to the Holder
thereof in connection with any optional redemption or accelerated payment of
such Security.


 


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


 


“Officer” means, with
respect to any Person, the Chairman of the Board, the principal executive
officer, the President, the principal operating officer, the principal
financial officer, the principal accounting officer, the Treasurer, any
Assistant Treasurer, the Controller, the Secretary or any Vice-President of
such Person.


 


“Officers’ Certificate”
means a certificate to be delivered upon the occurrence of certain events as
set forth in this Indenture, signed on behalf of the Company by two Officers of
the Company, one of whom must be the principal executive officer, the principal
financial officer or the principal accounting officer of the Company.


 


6

















 


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


 


“Original Issue Discount
Security” means any Security which provides for an amount less than the
principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.2.


 


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


 


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


 


(ii)           Securities, or portions thereof, for
whose payment or redemption or repayment, at the option of the Holder, money in
the necessary amount has been theretofore deposited with the Trustee or any
Paying Agent (other than the Company) 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 and any coupons appertaining thereto; provided that,
if such Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or other provision therefor satisfactory to
the Trustee has been made;


 


(iii)          Securities, except solely to the extent
provided in Sections 14.2 or 14.3, as applicable, with respect to which
the Company has effected defeasance and/or covenant defeasance as provided in
Article Fourteen;


 


(iv)          Securities which have been paid pursuant
to Section 3.6 or in exchange for or in lieu of which other Securities
have been authenticated and delivered pursuant to this Indenture, other than
any such Securities in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Securities are held by a bona fide
purchaser in whose hands such Securities are valid obligations of the Company;
and


 


(v)           Securities converted into Capital Stock of the Company
pursuant to or in accordance with this Indenture if the terms of such
Securities provide for convertibility pursuant to Section 3.1;


 


provided, however, that in
determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or are present at a meeting of
Holders for quorum purposes, and for the purpose of making the calculations
required by TIA Section 313, (i) the principal amount of an Original
Issue Discount Security that may be counted in making such determination or
calculation and that shall be deemed to be Outstanding for such purpose shall
be equal to the amount of principal thereof that would be (or shall have been
declared to be) due and payable, at the time of such determination, upon a
declaration of acceleration of the maturity thereof pursuant to
Section 5.2, (ii) the principal amount of any Security denominated in
a Foreign Currency that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be
equal to the Dollar equivalent, determined pursuant to Section 3.1 as of
the date such Security is originally issued by the Company, of the 


 


7

















 


principal amount (or, in the
case of an Original Issue Discount Security, the Dollar equivalent as of such
date of original issuance of the amount determined as provided in clause
(i) above) of such Security, (iii) the principal amount of any
Indexed Security that may be counted in making such determination or
calculation and that shall be deemed outstanding for such purpose shall be
equal to the principal face amount of such Indexed Security at original issuance,
unless otherwise provided with respect to such Indexed Security pursuant to
Section 3.1, and (iv) Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in making such calculation
or in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded.  Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee’s right so
to act with respect to such Securities and that the pledgee is not the Company
or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor.


 


“Paying Agent” means any
Person authorized by the Company to pay the principal of (and premium or
Make-Whole Amount, if any) or interest on any Securities or coupons on behalf
of the Company, or if no such Person is authorized, the Company.


 


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


 


“Place of Payment” means,
when used with respect to the Securities of or within any series, the place or
places where the principal of (and premium or Make-Whole Amount, if any) and
interest on such Securities are payable as specified as contemplated by
Sections 3.1 and 10.2.


 


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


 


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


 


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


 


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


 


“Regular Record Date” for
the installment of interest payable on any Interest Payment Date on the
Registered Securities of or within any series means the date specified for that
purpose as contemplated by Section 3.1, whether or not a Business Day.


 


8

















 


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


 


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


 


“Representative” means the
indenture trustee or other trustee, agent or representative for an issue of
Senior Debt.


 


“Responsible Officer” means,
when used with respect to the Trustee, any officer of the Trustee assigned by
the Trustee to administer its corporate trust matters.


 


“Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder by the Commission.


 


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


 


“Security Register” and
“Security Registrar” have the respective meanings specified in
Section 3.5.


 


“Senior Debt” means the
principal of and interest on, or substantially similar payments to be made by
the Company in respect of, the following, whether outstanding at the date of
execution of this Indenture or thereafter incurred, created or assumed:
(a) indebtedness of the Company for money borrowed or represented by purchase-money
obligations, (b) indebtedness of the Company evidenced by notes,
debentures, or bonds, or other securities issued under the provisions of an
indenture, fiscal agency agreement or other instrument, (c) obligations of
the Company as lessee under leases of property either made as part of any sale
and lease-back transaction to which the Company is a party or otherwise,
(d) indebtedness of partnerships and joint ventures which is included in
the Company’s consolidated financial statements, (e) indebtedness,
obligations and liabilities of others in respect of which the Company is liable
contingently or otherwise to pay or advance money or property or as guarantor,
endorser or otherwise or which the Company has agreed to purchase or otherwise
acquire, and (f) any binding commitment of the Company to find any real
estate investment or to fund any investment in any entity making such real
estate investment; but excluding, however, (1) any such indebtedness,
obligation or liability referred to in clauses (a) through (f) above
as to which, in the instrument creating or evidencing the same or pursuant to
which the same is outstanding, it is provided that such indebtedness,
obligation or liability is not superior in right of payment to the Securities,
or ranks pari passu with the Securities, (2) any such indebtedness,
obligation or liability which is subordinated to indebtedness of the Company to
substantially the same extent 


 


9

















 


as or to a greater extent
than the Securities are subordinated and (3) the Securities.  As used in the preceding sentence the term
“purchase-money obligations” shall mean indebtedness or obligations evidenced
by a note, debenture, bond or other instrument (whether or not secured by any
lien or other security interest but excluding indebtedness or obligations for
which recourse is limited to the property purchased) issued or assumed as all
or a part of the consideration for the acquisition of property, whether by
purchase, merger, consolidation or otherwise, but shall not include any trade
accounts payable.  A distribution may
consist of cash, securities or other property.


 


“Significant Subsidiary”
means any Subsidiary which is a “significant subsidiary” (within the meaning of
Regulation S-X, promulgated under the Securities Act) of the Company.


 


“Special Record Date” for
the payment of any Defaulted Interest on the Registered Securities of or within
any series means a date fixed by the Trustee pursuant to Section 3.7.


 


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


 


“Subsidiary” means, with
respect to any Person, any corporation or other entity of which a majority of
(a) the voting power of the voting equity securities or (b) the
outstanding equity interests of which are owned, directly or indirectly, by
such Person.  For the purposes of this
definition, “voting equity securities” means equity securities having voting
power for the election of directors, whether at all times or only so long as no
senior class of security has such voting power by reason of any contingency.


 


“Trust Indenture Act” or
“TIA” means the Trust Indenture Act of 1939, as amended and as in force at the
date as of which this Indenture was executed, except as provided in
Section 9.5.


 


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


 


“United States” means,
unless otherwise specified with respect to any Securities pursuant to
Section 3.1, the United States of America (including the states and the
District of Columbia), its territories, its possessions and other areas subject
to its jurisdiction.


 


“United States person”
means, unless otherwise specified with respect to any Securities pursuant to
Section 3.1, an individual who is a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in or under
the laws of the United States or an estate or trust the income of which is
subject to United States federal income taxation regardless of its source.


 


10

















 


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


 


Section 1.2            Compliance Certificates and Opinions.


 


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


 


Every certificate or opinion
with respect to compliance with a condition or covenant provided for in this
Indenture (excluding certificates delivered pursuant to Section 1.10)
shall include:


 


(1)  a statement that each individual signing
such certificate or opinion has read such condition or covenant 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, such individual has made such examination or investigation as
is necessary to enable such individual to express an informed opinion as to
whether or not such condition or covenant 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 1.3            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 as 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, or a certificate or representations by
counsel, unless such Officer knows, or in the exercise of reasonable care
should know, that the opinion, certificate or representations with respect to
the matters upon which his certificate or opinion is based are erroneous.  Any such Opinion of Counsel or certificate or
representations may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations 


 


11

















 


by, an Officer or Officers
of the Company stating that the information as to such factual matters is in
the possession of the Company, unless such counsel knows that the certificate
or opinion or representations as to such matters are erroneous.


 


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


 


Section 1.4            Acts of Holders.


 


(1)  Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Holders of the Outstanding Securities of all series or
one or more series, as the case may be, may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in
person or by agents duly appointed in writing. 
If Securities of a series are issuable as Bearer Securities, any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders of Securities
of such series may, alternatively, be embodied in and evidenced by the record
of Holders of Securities of such series voting in favor thereof, whether in
person or by proxies duly appointed in writing, at any meeting of Holders of
Securities of such series duly called and held in accordance with the
provisions of Article Fifteen, or a combination of such instruments and
any such record.  Except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments or record or both instruments and record are
delivered to the Trustee and, where it is hereby expressly required, to the
Company.  Such instrument or instruments
and any such record (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the “Act” of the Holders signing such
instrument or instruments or so voting at any such meeting.  Proof of execution of any such instrument or
of a writing appointing any such agent, or of the holding by any Person of a Security,
shall be sufficient for any purpose of this Indenture and conclusive in favor
of the Trustee and the Company and any agent of the Trustee or the Company, if
made in the manner provided in this Section. 
The record of any meeting of Holders of Securities shall be proved in
the manner provided in Section 15.6.


 


(2)  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 acknowledgements 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 reasonable manner which the
Trustee deems sufficient.


 


(3)  The ownership of Registered Securities shall
be proved by the Security Register.


 


(4)  The ownership of Bearer Securities may be
proved by the production of such Bearer Securities or by a certificate
executed, as depositary, by any trust company, bank, banker or other
depositary, wherever situated, if such certificate shall be deemed by the
Trustee to be satisfactory, showing that at the date therein mentioned such
Person had on deposit with such 


 


12

















 


depositary, or exhibited to it, the Bearer Securities
therein described; or such facts may be proved by the certificate or affidavit
of the Person holding such Bearer Securities, if such certificate or affidavit
is deemed by the Trustee to be satisfactory. 
The Trustee and the Company may assume that such ownership of any Bearer
Security continues until (i) another certificate or affidavit bearing a
later date issued in respect of the same Bearer Security is produced, or
(ii) such Bearer Security is produced to the Trustee by some other Person,
or (iii) such Bearer Security is surrendered in exchange for a Registered
Security, or (iv) such Bearer Security is no longer Outstanding.  The ownership of Bearer Securities may also
be proved in any other manner which the Trustee deems sufficient.


 


(5)  If the Company shall solicit from the
Holders of Registered Securities any request, demand, authorization, direction,
notice, consent, waiver or other Act, the Company may, at its option, in or
pursuant to a Board Resolution, fix in advance a record date for the
determination of Holders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other Act, but the Company shall have no obligation
to do so.  Notwithstanding TIA
Section 316(c), such record date shall be the record date specified in or
pursuant to such Board Resolution, which shall be a date not earlier than the
date 30 days prior to the first solicitation of Holders generally in connection
therewith and not later than the date such solicitation is completed.  If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the Outstanding Securities shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders
on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than eleven months after
the record date.


 


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


 


Section 1.5            Notices, etc., to Trustee and Company.


 


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


 


(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: Corporate Trust Operations, 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 


 


13

















 


postage prepaid, to the Company addressed to it at the
address of its principal office specified in the first paragraph of this
Indenture or at any other address previously furnished in writing to the
Trustee by the Company.


 


Section 1.6            Notice to Holders; Waiver.


 


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


 


If by reason of the
suspension of or irregularities in regular mail service or by reason of any
other cause it shall be impracticable to give such notice by mail, then such
notification to Holders of Registered Securities as shall be made with the
approval of the Trustee shall constitute a sufficient notification to such
Holders for every purpose hereunder.


 


Except as otherwise
expressly provided herein or otherwise specified with respect to any Securities
pursuant to Section 3.1, where this Indenture provides for notice to
Holders of Bearer Securities of any event, such notice shall be sufficiently
given if published in an Authorized Newspaper in The City of New York and in
such other city or cities as may be specified in such Securities, and if the
Securities of such series are listed on any stock exchange outside the United
States, in any place at which such Securities are listed on a securities
exchange to the extent that such securities exchange so requires, on a Business
Day, such publication to be not later than the latest date, and not earlier
than the earliest date, prescribed for the giving of such notice.  Any such notice shall be deemed to have been
given on the date of such publication or, if published more than once, on the
date of the first such publication.


 


If by reason of the
suspension of publication of any Authorized Newspaper or Authorized Newspapers
or by reason of any other cause it shall be impracticable to publish any notice
to Holders of Bearer Securities as provided above, then such notification to
Holders of Bearer Securities as shall be given with the approval of the Trustee
shall constitute sufficient notice to such Holders for every purpose
hereunder.  Neither the failure to give
notice by publication to any particular Holder of Bearer Securities as provided
above, nor any defect in any notice so published, shall affect the sufficiency
of such notice with respect to other Holders of Bearer Securities or the
sufficiency of any notice to Holders of Registered Securities given as provided
herein.


 


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


 


14

















 


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


 


Section 1.7            Effect of Headings and Table of Contents.


 


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


 


Section 1.8            Successors and Assigns.


 


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


 


Section 1.9            Separability Clause.


 


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


 


Section 1.10         Benefits of Indenture.


 


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


 


Section 1.11         No Personal Liability.


 


No recourse under or upon
any obligation, covenant or agreement contained in this Indenture, in any
Security or coupon appertaining thereto, or because of any indebtedness
evidenced thereby, shall be had against any promoter, as such, or against any
past, present or future shareholder, officer or director, as such, of the
Company or of any successor, either directly or through the Company or any
successor, under any rule of law, statute or constitutional provision or
by the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Securities by the Holders thereof and as part of the
consideration for the issue of the Securities.


 


Section 1.12         Governing Law.


 


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


 


15














 


Section 1.13         Legal Holidays.


 


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


 


ARTICLE TWO

SECURITIES FORMS


 


Section 2.1            Forms of Securities.


 


The Registered Securities if
any, of each series and the Bearer Securities, if any, and related coupons of
each series, shall be in substantially the forms as shall be established in or
pursuant to one or more indentures supplemental hereto or Board Resolutions,
shall have such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture or any indenture
supplemental hereto, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements placed thereon
as the Company may deem appropriate and as are not inconsistent with the provisions
of this Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
stock exchange on which the Securities may be listed, or to conform to usage.


 


Unless otherwise specified
as contemplated by Section 3.1, Bearer Securities shall have interest
coupons attached.


 


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


 


Section 2.2            Form of Trustee’s Certificate
of Authentication.


 


Subject to Section 6.11,
the Trustee’s certificate of authentication shall be in substantially the
following form:


 


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


 


16

















 


	
   

  	
  , as Trustee

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
  Authorized Signatory

  	
   

  
	
   

  	
   

  
				



Section 2.3            Securities Issuable in Global Form.


 


If Securities of or within a
series are issuable in global form, as specified as contemplated by Section 3.1,
then, notwithstanding clause (8) of Section 3.1 and the provisions of
Section 3.2, any such Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may provide that it
shall represent the aggregate amount of Outstanding Securities of such series
from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities of such series represented thereby may from time to time be
increased or decreased to reflect exchanges. 
Any endorsement of a Security in global form to reflect the amount, or
any increase or decrease in the amount, of Outstanding Securities represented
thereby shall be made by the Trustee in such manner and upon instructions given
by such Person or Persons as shall be specified therein or in the Company Order
to be delivered to the Trustee pursuant to Section 3.3 or 3.4.  Subject to the provisions of Section 3.3
and, if applicable, Section 3.4, the Trustee shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions given
by the Person or Persons specified therein or in the applicable Company
Order.  If a Company Order pursuant to Section 3.3
or 3.4 has been, or simultaneously is, delivered, any instructions by the
Company with respect to endorsement or delivery or redelivery of a Security in
global form shall be in writing but need not comply with Section 1.2 and need
not be accompanied by an Opinion of Counsel.


 


The provisions of the last
sentence of Section 3.3 shall apply to any Security represented by a
Security in global form if such Security was never issued and sold by the
Company and the Company delivers to the Trustee the Security in global form
together with written instructions (which need not comply with Section 1.2 and
need not be accompanied by an Opinion of Counsel) with regard to the reduction
in the principal amount of Securities represented thereby, together with the
written statement contemplated by the last sentence of Section 3.3.


 


Notwithstanding the
provisions of Section 3.7, unless otherwise specified as contemplated by Section 3.1,
payment of principal of and any premium or Make-Whole Amount and interest on
any Security in permanent global form shall be made to the Person or Persons
specified therein.


 


Notwithstanding the
provisions of Section 3.8 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company and the
Trustee shall treat as the Holder of such principal amount of Outstanding
Securities represented by a permanent global Security (i) in the case of a
permanent global Security in registered form, the Holder of such permanent
global Security in registered form, or (ii) in the case of a permanent
global Security in bearer form, Euroclear or CLEARSTREAM.


 


17

















 


ARTICLE THREE

THE SECURITIES


 


Section 3.1            Amount Unlimited; Issuable in
Series.


 


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


 


The Securities may be issued
in one or more series.  There shall be
established in or pursuant to one or more Board Resolutions, or indentures
supplemental hereto, prior to the issuance of Securities of any series, any or
all of the following, as applicable (each of which (except for the matters set
forth in clauses (1), (2) and (15) below), if so provided, may be
determined from time to time by the Company with respect to unissued Securities
of or within the series when issued from time to time):


 


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


 


(2)  any limit upon the aggregate principal
amount of the Securities of or within 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 or within the series pursuant to Section 3.4, 305,
306, 906, 1107 or 1305);


 


(3)  the date or dates, or the method by which
such date or dates will be determined, on which the principal of the Securities
of or within the series shall be payable and the amount of principal payable
thereon;


 


(4)  the rate or rates at which the Securities of
or within the series shall bear interest, if any, or the method by which such
rate or rates shall be determined, the date or dates from which such interest
shall accrue or the method by which such date or dates shall be determined, the
Interest Payment Dates on which such interest will be payable and the Regular
Record Date, if any, for the interest payable on any Registered Security on any
Interest Payment Date, or the method by which such date shall be determined,
and the basis upon which interest shall be calculated if other than that of a
360-day year consisting of twelve 30-day months;


 


(5)  the place or places where the principal of
(and premium or Make-Whole Amount, if any), interest, if any, on, and
Additional Amounts, if any, payable in respect of, Securities of or within the
series shall be payable, any Registered Securities of or within the series may
be surrendered for registration of transfer or exchange and notices or demands
to or upon the Company in respect of the Securities of or within the series and
this Indenture may be served;


 


(6)  the period or periods within which, the
price or prices (including the premium or Make-Whole Amount, if any) at which,
the currency or currencies, currency unit or units or composite currency or
currencies in which and other terms and conditions upon which Securities of or
within the series may be redeemed in whole or in part, at the option of the
Company, if the Company is to have the option;


 


(7)  the obligation, if any, of the Company to
redeem, repay or purchase Securities of or within the series pursuant to any
sinking fund or analogous provision or at the option of a Holder thereof, and
the period or periods within which or the date or dates on which, the price or
prices at which, the currency or currencies, currency unit or units or
composite currency or currencies in which, and other terms and conditions upon
which Securities of or within the series shall be redeemed, repaid or
purchased, in whole or in part, pursuant to such obligation;


 


18

















 


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


 


(9)  if other than the Trustee, the identity of
each Security Registrar and/or Paying Agent;


 


(10)  if other than the principal amount thereof,
the portion of the principal amount of Securities of or within the series that
shall be payable upon declaration of acceleration of the maturity thereof
pursuant to Section 5.2, or the method by which such portion shall be
determined;


 


(11)  if other
than Dollars, the Foreign Currency or Currencies in which payment of the
principal of (and premium or Make-Whole Amount, if any) or interest or
Additional Amounts, if any, on the Securities of or within the series shall be
payable or in which the Securities of or within the series shall be
denominated;


 


(12)  whether
the amount of payments of principal of (and premium or Make-Whole Amount, if
any) or interest, if any, on the Securities of or within the series may be
determined with reference to an index, formula or other method (which index,
formula or method may be based, without limitation, on one or more currencies,
currency units, composite currencies, commodities, equity indices or other
indices), and the manner in which such amounts shall be determined;


 


(13)  whether
the principal of (and premium or Make-Whole Amount, if any) or interest or
Additional Amounts, if any, on the Securities of or within the series are to be
payable, at the election of the Company or a Holder thereof, in a currency or
currencies, currency unit or units or composite currency or currencies other
than that in which such Securities are denominated or stated to be payable, the
period or periods within which, and the terms and conditions upon which, such
election may be made, and the time and manner of, and identity of the exchange
rate agent with responsibility for, determining the exchange rate between the
currency or currencies, currency unit or units or composite currency or
currencies in which such Securities are denominated or stated to be payable and
the currency or currencies, currency unit or units or composite currency or
currencies in which such Securities are to be so payable;


 


(14) 
provisions, if any, granting special rights to the Holders of Securities
of or within the series upon the occurrence of such events as may be specified;


 


(15)  any
deletions from, modifications of or additions to the Events of Default or
covenants of the Company with respect to Securities of or within the series,
whether or not such Events of Default or covenants are consistent with the
Events of Default or covenants set forth herein;


 


(16)  whether
Securities of or within the series are to be issuable as Registered Securities,
Bearer Securities (with or without coupons) or both, any restrictions
applicable to the offer, sale or delivery of Bearer Securities and the terms
upon which Bearer Securities of or within the series may be exchanged for
Registered Securities of or within the series and vice versa (if permitted by
applicable laws and regulations), whether any Securities of or within the
series are to be issuable initially in temporary global form and whether any
Securities of or within the series are to be issuable in permanent global form
(with or without coupons) and, if so, whether beneficial


 


19

















 


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 3.5, and, if Registered
Securities of or within the series are to be issuable as a global Security, the
identity of the depositary for such series;


 


(17)  the date
as of which any Bearer Securities of or within the series and any temporary
global Security representing Outstanding Securities of or within the series
shall be dated if other than the date of original issuance of the first
Security of the series to be issued;


 


(18)  the Person
to whom any interest on any Registered Security of the series shall be payable,
if other than the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, the manner in which, or the Person to whom, any
interest on any Bearer Security of the series shall be payable, if otherwise
than upon presentation and surrender of the coupons appertaining thereto as
they severally mature, and the extent to which, or the manner in which, any
interest payable on a temporary global Security on an Interest Payment Date
will be paid if other than in the manner provided in Section 3.4;


 


(19)  the
applicability, if any, of Sections 14.2 and/or 14.3 to the Securities of
or within the series and any provisions in modification of, in addition to or
in lieu of any of the provisions of Article Fourteen;


 


(20)  if the
Securities of such series are to be issuable in definitive form (whether upon
original issue or upon exchange of a temporary Security of such series) only
upon receipt of certain certificates or other documents or satisfaction of
other conditions, then the form and/or terms of such certificates, documents or
conditions;


 


(21)  if the
Securities of or within the series are to be issued upon the exercise of debt
warrants, the time, manner and place for such Securities to be authenticated
and delivered;


 


(22)  whether
and under what circumstances the Company will pay Additional Amounts as
contemplated by Section 1.10 on the Securities of or within the series to
any Holder who is not a United States person (including any modification to the
definition of such term) in respect of any tax, assessment or governmental
charge and, if so, whether the Company will have the option to redeem such
Securities rather than pay such Additional Amounts (and the terms of any such
option);


 


(23)  the
obligation, if any, of the Company to permit the conversion of the Securities
of such series into shares of Capital Stock of the Company and the terms and
conditions upon which such conversion shall be effected (including, without
limitation, the initial conversion price or rate, the conversion period, any
adjustment of the applicable conversion price or rate and any requirements
relative to the reservation of such shares for purposes of conversion); and


 


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


 


20

















 


All Securities of any one
series and the coupons appertaining to any Bearer Securities of such series, if
any, shall be substantially identical except, in the case of Registered or
Bearer Securities issued in global form, as to denomination and except as may
otherwise be provided in or pursuant to such Board Resolution or in any such
indenture supplemental hereto.  All
Securities of any one series need not be issued at the same time and, unless
otherwise provided, a series may be reopened, without the consent of the
Holders, for issuances of additional Securities of such series.


 


If any of the terms of the
Securities of any series are established by action taken pursuant to one or
more Board Resolutions or supplemental indentures, a copy of an appropriate
record of such action(s) shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order for authentication and delivery of such
Securities.


 


Section 3.2            Denominations.


 


The Securities of each
series shall be issuable in such denominations as shall be specified as
contemplated by Section 3.1.  With
respect to Securities of any series denominated in Dollars, in the absence of
any such provisions with respect to the Securities of any series, the
Registered Securities of such series, other than Registered Securities issued
in global form (which may be of any denomination), shall be issuable in
denominations of $1,000 and any integral multiple thereof and the Bearer
Securities of such series other than Bearer Securities issued in global form
(which may be of any denomination), shall be issuable in denominations of
$5,000.


 


Section 3.3            Execution, Authentication Delivery
and Dating.


 


The Securities and any
coupons appertaining thereto shall be executed on behalf of the Company by two
Officers.  The signature of any of these
Officers on the Securities and coupons may be manual or facsimile signatures of
the present or any future such authorized Officer and may be imprinted or
otherwise reproduced on the Securities.


 


Securities or coupons
appertaining thereto 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 or coupons.


 


At any time and from time to
time after the execution and delivery of this Indenture, the Company may
deliver Securities of any series, together with any coupon appertaining
thereto, 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, in connection with its
original issuance, no Bearer Security shall be mailed or otherwise delivered to
any location in the United States; and provided further that, unless otherwise
specified with respect to any series of Securities pursuant to Section 3.1
a Bearer Security may be delivered in connection with its original issuance
only if the Person entitled to receive such Bearer Security shall have furnished
a certificate to Euroclear or CLEARSTREAM, as the case may be, in the


 


21

















 


form set forth in Exhibit A-1
to this Indenture or such other certificate as may be specified with respect to
any series of Securities pursuant to Section 3.1, dated no earlier than 15
days prior to the earlier of the date on which such Bearer Security is
delivered and the date on which any temporary Security first becomes
exchangeable for such Bearer Security in accordance with the terms of such
temporary Security and this Indenture. 
Except as permitted by Section 3.6, the Trustee shall not
authenticate and deliver any Bearer Security unless all appurtenant coupons for
interest then matured have been detached and cancelled.


 


If all of the Securities of
any series are not to be issued at one time and if the Board Resolution or
supplemental indenture establishing such series shall so permit, such Company
Order may set forth procedures acceptable to the Trustee for the issuance of such
Securities and determining the terms of particular Securities of such series,
such as interest rate or formula, maturity date, date of issuance and date from
which interest shall accrue.  In
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to TIA Section 315(a) through
315(d)) shall be fully protected in relying upon:


 


(1)  an Opinion of Counsel complying with Section
1.2 and stating that:


 


(i)                                   the form or forms of such Securities and
any coupons have been, or will have been upon compliance with such procedures
as may be specified therein, established in conformity with the provisions of
this Indenture;


 


(ii)                                the terms of such Securities and any
coupons have been, or will have been upon compliance with such procedures as
may be specified therein, established in conformity with the provisions of this
Indenture; and


 


(iii)                             such Securities, together with any coupons appertaining
thereto, when completed pursuant to such procedures as may be specified
therein, and executed and delivered by the Company to the Trustee for
authentication in accordance with this Indenture, authenticated and delivered
by the Trustee in accordance with this Indenture and issued by the Company in
the manner and subject to any conditions specified in such Opinion of Counsel,
will constitute valid and binding obligations of the Company, enforceable in
accordance with their terms, subject to applicable bankruptcy, insolvency,
reorganization and other similar laws of general applicability relating to or
affecting the enforcement of creditors’ rights generally and to general
equitable principles and to such other matters as may be specified therein; and


 


(2)  an Officers’ Certificate complying with Section
1.2 and stating that all conditions precedent provided for in this Indenture
relating to the issuance of such Securities have been, or will have been upon
compliance with such procedures as may be specified therein, complied with and
that, to the best of the knowledge of the signers of such certificate, no Event
of Default with respect to such Securities shall have occurred and be
continuing.


 


The Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee’s own rights, duties,
obligations or immunities


 


22

















 


under the Securities and
this Indenture or otherwise in a manner which is not reasonably acceptable to
the Trustee.


 


Notwithstanding the
provisions of Section 3.1 and of the preceding paragraph, if all the
Securities of any series are not to be issued at one time, it shall not be
necessary to deliver a Company Order, an Opinion of Counsel or an Officers’
Certificate otherwise required pursuant to the preceding paragraph at the time
of issuance of each Security of such series, but such order, opinion and
certificate, with appropriate modifications to cover such future issuances, shall
be delivered at or before the time of issuance of the first Security of such
series.


 


Each Registered Security
shall be dated the date of its authentication and each Bearer Security shall be
dated as of the date specified as contemplated by Section 3.1.


 


No Security or coupon
appertaining thereto shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security or
the Security to which such coupon appertains a certificate of authentication
substantially in the form provided for herein duly executed by the Trustee by
manual signature of an authorized officer, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture. 
Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 3.9 together with a written statement (which need not
comply with Section 1.2 and need not be accompanied by an Opinion of Counsel)
stating that such Security has never been issued or sold by the Company, for
all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.


 


Section 3.4            Temporary Securities.


 


(1)  Pending the preparation of definitive
Securities of any series, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination; substantially of the tenor of the definitive
Securities in lieu of which they are issued, in registered form, or, if
authorized, in bearer form with one or more coupons or without coupons, and
with such appropriate insertions, omissions, substitutions and other variations
as the Officers executing such Securities may determine, as conclusively
evidenced by their execution of such Securities.  In the case of Securities of any series, such
temporary Securities may be in global form.


 


Except in the case of
temporary Securities in global form (which shall be exchanged in accordance
with Section 3.4(2) or as otherwise provided in or pursuant to a
Board Resolution), if temporary Securities of any series are issued, the
Company will cause definitive Securities of that series to be prepared without
unreasonable delay.  After the
preparation of definitive Securities of such series, the temporary Securities
of such series shall be exchangeable for definitive Securities of such series
upon surrender of the temporary Securities of such series at the office or
agency of the Company in a Place of Payment for that series, without charge to
the Holder.  Upon surrender for
cancellation of any one or more temporary Securities of any series


 


23

















 


(accompanied by any
non-matured coupons appertaining thereto), the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of the same series of authorized denominations;
provided, however, that no definitive Bearer Security shall be delivered in
exchange for a temporary Registered Security; and provided further that a
definitive Bearer Security shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth in Section 3.3.  Until so exchanged, the temporary Securities
of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.


 


(2)  Unless otherwise provided as contemplated in
Section 3.1, this Section 3.4(2) shall govern the exchange of
temporary Securities issued in global form other than through the facilities of
DTC.  If any such temporary Security is
issued in global form, then such temporary global Security shall, unless
otherwise provided therein, be delivered to the London office of a depositary
or common depositary (the “Common Depositary”), for the benefit of Euroclear
and CLEARSTREAM.


 


Without unnecessary delay
but in any event not later than the date specified in, or determined pursuant
to the terms of, any such temporary global Security (the “Exchange Date”), the
Company shall deliver to the Trustee definitive Securities, in an aggregate
principal amount equal to the principal amount of such temporary global
Security, executed by the Company.  On or
after the Exchange Date, such temporary global Security shall be surrendered by
the Common Depositary to the Trustee, as the Company’s agent for such purpose,
to be exchanged, in whole or from time to time in part, for definitive
Securities without charge, and the Trustee shall authenticate and deliver, in
exchange for each portion of such temporary global Security, an equal aggregate
principal amount of definitive Securities of or within the same series of
authorized denominations and of like tenor as the portion of such temporary
global Security to be exchanged.  The
definitive Securities to be delivered in exchange for any such temporary global
Security shall be in bearer form, registered form, permanent global bearer form
or permanent global registered form, or any combination thereof, as specified
as contemplated by Section 3.1, and, if any combination thereof is so
specified, as requested by the beneficial owner thereof; provided, however,
that, unless otherwise specified in such temporary global Security, upon such
presentation by the Common Depositary, such temporary global Security is
accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euroclear as to the portion of such temporary global Security held
for its account then to be exchanged and a certificate dated the Exchange Date
or a subsequent date and signed by CLEARSTREAM as to the portion of such
temporary global Security held for its account then to be exchanged, each in
the form set forth in Exhibit A-2 to this Indenture or in such other form
as may be established pursuant to Section 3.1; and provided further that
definitive Bearer Securities shall be delivered in exchange for a portion of a
temporary global Security only in compliance with the requirements of Section 3.3.


 


Unless otherwise specified
in such temporary global Security, the interest of a beneficial owner of
Securities of a series in a temporary global Security shall be exchanged for
definitive Securities of the same series and of like tenor following the
Exchange Date when the account holder instructs Euroclear or CLEARSTREAM, as
the case may be, to request such exchange on his behalf and delivers to Euroclear
or CLEARSTREAM, as the case may be, a certificate in the form set forth in Exhibit A-1
to this Indenture (or in such other form as may be established


 


24

















 


pursuant to Section 3.1),
dated no earlier than 15 days prior to the Exchange Date, copies of which
certificate shall be available from the offices of Euroclear and CLEARSTREAM,
the Trustee, any Authenticating Agent appointed for such series of Securities
and each Paying Agent.  Unless otherwise
specified in such temporary global Security, any such exchange shall be made
free of charge to the beneficial owners of such temporary global Security,
except that a Person receiving definitive Securities must bear the cost of
insurance, postage, transportation and the like unless such Person takes
delivery of such definitive Securities in person at the offices of Euroclear or
CLEARSTREAM.  Definitive Securities in
bearer form to be delivered in exchange for any portion of a temporary global
Security shall be delivered only outside the United States.


 


Until exchanged in full as
hereinabove provided, the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of the same series and of like tenor authenticated and delivered
hereunder, except that, unless otherwise specified as contemplated by Section 3.1,
interest payable on a temporary global Security on an Interest Payment Date for
Securities of such series occurring prior to the applicable Exchange Date shall
be payable to Euroclear and CLEARSTREAM on such Interest Payment Date upon
delivery by Euroclear and CLEARSTREAM to the Trustee of a certificate or
certificates in the form set forth in Exhibit A-2 to this Indenture (or in
such other forms as may be established pursuant to Section 3.1), for
credit without further interest on or after such Interest Payment Date to the
respective accounts of Persons who are the beneficial owners of such temporary
global Security on such Interest Payment Date and who have each delivered to
Euroclear or CLEARSTREAM, as the case may be, a certificate dated no earlier
than 15 days prior to the Interest Payment Date occurring prior to such
Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or
in such other forms as may be established pursuant to Section 3.1).  Notwithstanding anything to the contrary
herein contained, the certifications made pursuant to this paragraph shall
satisfy the certification requirements of the preceding two paragraphs of this Section 3.4(2) and
of the third paragraph of Section 3.3 of this Indenture and the interests
of the Persons who are the beneficial owners of the temporary global Security
with respect to which such certification was made will be exchanged for definitive
Securities of the same series and of like tenor on the Exchange Date or the
date of certification if such date occurs after the Exchange Date, without
further act or deed by such beneficial owners. 
Except as otherwise provided in this paragraph, no payments of principal
or interest owing with respect to a beneficial interest in a temporary global
Security will be made unless and until such interest in such temporary global
Security shall have been exchanged for an interest in a definitive Security.  Any interest so received by Euroclear and
CLEARSTREAM and not paid as herein provided shall be returned to the Trustee
prior to the expiration of two years after such Interest Payment Date in order
to be repaid to the Company.


 


Section 3.5            Registration, Registration of
Transfer and Exchange.


 


The Company shall cause to
be kept at the Corporate Trust Office of the Trustee or in any office or agency
of the Company in a Place of Payment a register for each series of Securities
(the registers maintained in such office or in any such office or agency of the
Company in a Place of Payment being herein sometimes referred to collectively
as the “Security Register”) in which, subject to such reasonable regulations as
it may prescribe, the Company shall provide for the registration of Registered
Securities and of transfers of Registered Securities.  The Security Register shall be in written
form or any other form capable of being converted into written form


 


25














 


within a reasonable
time.  The Trustee is hereby initially
appointed “Security Registrar’ for the purpose of registering Registered
Securities and transfers of Registered Securities on such Security Register as
herein provided.  In the event that the
Trustee shall cease to be Security Registrar, it shall have the right to
examine the Security Register at all reasonable times.


 


Subject to the provisions of
this Section 3.5, upon surrender for registration of transfer of any
Registered Security of any series at any 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, bearing a
number not contemporaneously outstanding, and containing identical terms and
provisions.


 


Subject to the provisions of
this Section 3.5, at the option of the Holder, Registered Securities of
any series may be exchanged for other Registered Securities of the same series,
of any authorized denomination or denominations and of a like aggregate
principal amount, containing identical terms and provisions, upon surrender of
the Registered Securities to be exchanged at any such office or agency.  Whenever any such Registered Securities are
so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities which the Holder making the
exchange is entitled to receive.  Unless
otherwise specified with respect to any series of Securities as contemplated by
Section 3.1, Bearer Securities may not be issued in exchange for
Registered Securities.


 


If (but only if) permitted
as contemplated by Section 3.1, at the option of the Holder, Bearer
Securities of any series may be exchanged for Registered Securities of the same
series of any authorized denominations and of a like aggregate principal amount
and tenor, upon surrender of the Bearer Securities to be exchanged at any such
office or agency, with all unmatured coupons and all matured coupons in default
thereto appertaining.  If the Holder of a
Bearer Security is unable to produce any such unmatured coupon or coupons or
matured coupon or coupons in default, any such permitted exchange may be
effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Company in an amount equal to the face amount of such missing
coupon or coupons, or the surrender of such missing coupon or coupons may be
waived by the Company and the Trustee if there is furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless.  If thereafter the Holder
of such Security shall surrender to any Paying Agent any such missing coupon in
respect of which such a payment shall have been made, such Holder shall be
entitled to receive the amount of such payment; provided, however, that, except
as otherwise provided in Section 10.2, interest represented by coupons
shall be payable only upon presentation and surrender of those coupons at an
office or agency located outside the United States.  Notwithstanding the foregoing, in case a
Bearer Security of any series is surrendered at any such office or agency in a
permitted exchange for a Registered Security of the same series and like tenor
after the close of business at such office or agency on (i) any Regular
Record Date and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the
opening of business at such office or agency on the related proposed date for
payment of Defaulted Interest, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date or proposed date for
payment, as the case may be, and interest or Defaulted Interest, as the case
may be, will not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of the Registered Security issued in 


 


26

















 


exchange for such Bearer
Security, but will be payable only to the Holder of such coupon when due in
accordance with the provisions of this Indenture.  Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the holder making the exchange is entitled to
receive.


 


Notwithstanding the
foregoing, except as otherwise specified as contemplated by Section 3.1,
any permanent global Security shall be exchangeable only as provided in this
paragraph.  If the depositary for any
permanent global Security is DTC, then, unless the terms of such global
Security expressly permit such global Security to be exchanged in whole or in
part for definitive Securities, a global Security may be transferred, in whole
but not in part, only to a nominee of DTC, or by a nominee of DTC to DTC, or to
a successor to DTC for such global Security selected and approved by the
Company or to a nominee of such successor to DTC.  If at any time DTC notifies the Company that
it is unwilling or unable to continue as depositary for the applicable global
Security or Securities or if at any time DTC ceases to be a clearing agency
registered under the Exchange Act if so required by applicable law or
regulation, the Company shall appoint a successor depositary with respect to
such global Security or Securities.  If
(x) a successor depositary for such global Security or Securities is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such unwillingness, inability or ineligibility, (y) an
Event of Default has occurred and is continuing and the beneficial owners
representing a majority in principal amount of the applicable series of
Securities represented by such global Security or Securities advise DTC to
cease acting as depositary for such global Security or Securities or
(z) the Company, in its sole discretion, determines at any time that all
Outstanding Securities (but not less than all) of any series issued or issuable
in the form of one or more global Securities shall no longer be represented by
such global Security or Securities (provided, however, the Company may not make
such determination during the 40-day restricted period provided by Regulation S
under the Securities Act or during any other similar period during which the
Securities must be held in global form as may be required by the Securities
Act), then the Company shall execute, and the Trustee shall authenticate and
deliver definitive Securities of like series, rank, tenor and terms in
definitive form in an aggregate principal amount equal to the principal amount
of such global Security or Securities. 
If any beneficial owner of an interest in a permanent global Security is
otherwise entitled to exchange such interest for Securities of such series and
of like tenor and principal amount of another authorized form and denomination,
as specified as contemplated by Section 3.1 and provided that any
applicable notice provided in the permanent global Security shall have been
given, then without unnecessary delay but in any event not later than the
earliest date on which such interest may be so exchanged, the Company shall
execute, and the Trustee shall authenticate and deliver definitive Securities
in aggregate principal amount equal to the principal amount of such beneficial
owner’s interest in such permanent global Security.  On or after the earliest date on which such interests
may be so exchanged, such permanent global Security shall be surrendered for
exchange by DTC or such other depositary as shall be specified in the Company
Order with respect thereto to the Trustee, as the Company’s agent for such
purpose; provided, however, that no such exchanges may occur during a period
beginning at the opening of business 15 days before any selection of Securities
to be redeemed and ending on the relevant Redemption Date if the Security for
which exchange is requested may be among those selected for redemption; and
provided further that no Bearer Security delivered in exchange for a portion of
a permanent global Security shall be mailed or otherwise delivered to any
location in the United States.  If a
Registered Security is issued in exchange for any portion of a permanent global
Security after the


 


27

















 


close of business at the
office or agency where such exchange occurs on (i) any Regular Record Date
and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, interest or Defaulted Interest, as the case may be, will
not be payable on such Interest Payment Date or proposed date for payment, as
the case may be, in respect of such Registered Security, but will be payable on
such Interest Payment Date or proposed date for payment, as the case may be, only
to the Person to whom interest in respect of such portion of such permanent
global Security is payable in accordance with the provisions of this Indenture.


 


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.


 


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


 


No service charge shall be
made for any registration of transfer or exchange of Securities, but the
Company 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 3.4, 9.6, 11.7 or 13.5 not involving any transfer.


 


The Company or the Trustee,
as applicable, shall not be required (i) to issue, register the transfer
of or exchange any Security if such Security may be among those selected for
redemption during a period beginning at the opening of business 15 days before
selection of the Securities to be redeemed under Section 11.3 and ending
at the close of business on (A) if such Securities are issuable only as
Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if such Securities are issuable as Bearer Securities,
the day of the first publication of the relevant notice of redemption or, if
such Securities are also issuable as Registered Securities and there is no
publication, the mailing of the relevant notice of redemption, or (ii) to
register the transfer of or exchange any Registered Security so selected for
redemption in whole or in part, except, in the case of any Registered Security
to be redeemed in part, the portion thereof not to be redeemed, or
(iii) to exchange any Bearer Security so selected for redemption except
that such a Bearer Security may be exchanged for a Registered Security of that
series and like tenor; provided that such Registered Security shall be
simultaneously surrendered for redemption, or (iv) to issue, register the
transfer of or exchange any Security which has been surrendered for repayment
at the option of the Holder, except the portion, if any, of such Security not
to be so repaid.


 


Section 3.6            Mutilated, Destroyed, Lost and Stolen
Securities.


 


If any mutilated Security or
a Security with a mutilated coupon appertaining to it is surrendered to the
Trustee or the Company, together with, in proper cases, such security or
indemnity as may be required by the Company or the Trustee to save each of them
or any agent of either of them 


 


28

















 


harmless, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and principal amount, containing identical
terms and provisions and bearing a number not contemporaneously outstanding,
with coupons corresponding to the coupons, if any, appertaining to the
surrendered Security.


 


If there shall be delivered
to the Company and to the Trustee (i) evidence to their satisfaction of
the destruction, loss or theft of any Security or coupon, and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of either of them harmless, then, in the absence of actual notice to the
Company or the Trustee that such Security or coupon has been acquired by a bona
fide purchaser, the Company shall execute and upon its request the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security or in exchange for the Security to which a destroyed, lost or stolen
coupon appertains (with all appurtenant coupons not destroyed, lost or stolen),
a new Security of the same series and principal amount, containing identical
terms and provisions and bearing a number not contemporaneously outstanding,
with coupons corresponding to the coupons, if any, appertaining to such
destroyed, lost or stolen Security or to the Security to which such destroyed,
lost or stolen coupon appertains.


 


Notwithstanding the
provisions of the previous two paragraphs, in case any such mutilated,
destroyed, lost or stolen Security or coupon has become or is about to become
due and payable, the Company in its discretion may, instead of issuing a new
Security, with coupons corresponding to the coupons, if any, appertaining to
such destroyed, lost or stolen Security or to the Security to which such
destroyed, lost or stolen coupon appertains, pay such Security or coupon;
provided, however, that payment of principal of (and premium or Make-Whole
Amount, if any), any interest on and any Additional Amounts with respect to,
Bearer Securities shall, except as otherwise provided in Section 10.2, be
payable only at an office or agency located outside the United States and,
unless otherwise specified as contemplated by Section 3.1, any interest on
Bearer Securities shall be payable only upon presentation and surrender of the
coupons appertaining thereto.


 


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


 


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


 


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


 


29

















 


Section 3.7            Payment of Interest; Interest Rights
Preserved.


 


Except as otherwise
specified with respect to a series of Securities in accordance with the
provisions of Section 3.1, 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 Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest at the office or agency of the Company maintained
for such purpose pursuant to Section 10.2; provided, however, that each
installment of interest on any Registered Security may at the Company’s option
be paid by (i) mailing a check for such interest, payable to or upon the
written order of the Person entitled thereto pursuant to Section 3.8, to
the address of such Person as it appears on the Security Register or
(ii) transfer to an account maintained by the payee located inside the
United States.


 


Unless otherwise provided as
contemplated by Section 3.1 with respect to the Securities of any series,
payment of interest may be made, in the case of a Bearer Security, by transfer
to an account maintained by the payee with a bank located outside the United
States.


 


Unless otherwise provided as
contemplated by Section 3.1, every permanent global Security will provide
that interest, if any, payable on any Interest Payment Date will be paid to
DTC, Euroclear and/or CLEARSTREAM, as the case may be, with respect to that
portion of such permanent global Security held for its account by
Cede & Co.  or the Common
Depositary, as the case may be, for the purpose of permitting such party to
credit the interest received by it in respect of such permanent global Security
to the accounts of the beneficial owners thereof.


 


In case a Bearer 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 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
Bearer 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 Bearer
Security, but will be payable only to the Holder of such coupon when due in
accordance with the provisions of this Indenture.


 


Except as otherwise
specified with respect to a series of Securities in accordance with the
provisions of Section 3.1, 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 registered Holder thereof 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
(A) or (B) below:


 


(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 (which shall not be less than 20
days after such notice is received by the Trustee), and at the same time the
Company shall deposit with the 


 


30

















 


Trustee an amount of money in the currency or
currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable (except as otherwise specified
pursuant to Section 3.1 for the Securities of such series) 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 on or
prior to the date of the proposed payment, such money when deposited to be held
in trust for the benefit of the Persons entitled to such Defaulted Interest as
in this clause provided.  Thereupon the
Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than 10 days prior
to the date of the proposed payment and not less than 10 days after the receipt
by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Company
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 his address as it appears in
the Security Register not less than 10 days prior to such Special Record Date.  The Trustee may, in its discretion, in the
name and at the expense of the Company, cause a similar notice to be published
at least once in an Authorized Newspaper in each place of payment, but such
publications shall not be a condition precedent to the establishment of such
Special Record Date.  Notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor having been mailed as aforesaid, 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 (B).  In case a Bearer
Security of any series is surrendered at the office or agency 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 Bearer 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 Bearer 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 and Section 3.5, each Security delivered
under this Indenture upon registration of transfer of or in exchange for or in
lieu of any other Security shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Security.


 


Section 3.8            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 Security for the
purpose of receiving 


 


31

















 


payment of principal of (and
premium or Make-Whole Amount, if any), and (subject to Sections 3.5 and
3.7) interest 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.


 


Title to any Bearer Security
and any coupons appertaining thereto shall pass by delivery.  The Company, the Trustee and any agent of the
Company or the Trustee may treat the Holder of any Bearer Security and the
Holder of any coupon as the absolute owner of such Security or coupon for the
purpose of receiving payment thereof or on account thereof and for all other
purposes whatsoever, whether or not such Security or coupon be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.


 


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 Security in
global form or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.


 


Notwithstanding the
foregoing, with respect to any global Security, nothing herein shall prevent
the Company, the Trustee, or any agent of the Company or the Trustee, from
giving effect to any written certification, proxy or other authorization
furnished by any depositary, as a Holder, with respect to such global Security
or impair, as between such depositary and owners of beneficial interests in
such global Security, the operation of customary practices governing the
exercise of the rights of such depositary (or its nominee) as Holder of such
global Security.


 


Section 3.9            Cancellation.


 


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


 


32

















 


Section 3.10         Computation of Interest.


 


Except as otherwise
specified as contemplated by Section 3.1 with respect to Securities of any
series, interest on the Securities of each series shall be computed on the
basis of a 360-day year consisting of twelve 30-day months.


 


ARTICLE
FOUR

SATISFACTION AND DISCHARGE


 


Section 4.1            Satisfaction and Discharge of Indenture.


 


This Indenture shall upon
Company Request cease to be of further effect with respect to any series of
Securities specified in such Company Request (except as to any surviving rights
of registration of transfer or exchange of Securities of such series herein
expressly provided for and any right to receive Additional Amounts, as provided
in Section 1.10), and the Trustee, upon receipt of a Company Request, and
at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series when


 


(1)  either


 


(i)            all Securities of such series theretofore
authenticated and delivered and all coupons, if any, appertaining thereto (other
than (i) coupons appertaining to Bearer Securities surrendered for
exchange for Registered Securities and maturing after such exchange, whose
surrender is not required or has been waived as provided in Section 3.5,
(ii) Securities and coupons of such series which have been destroyed, lost
or stolen and which have been replaced or paid as provided in Section 3.6,
(iii) coupons appertaining to Securities called for redemption and
maturing after the relevant Redemption Date, whose surrender has been waived as
provided in Section 11.6, and (iv) Securities and coupons of such
series for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the
Company for discharge from such trust, as provided in Section 10.3) have
been delivered to the Trustee for cancellation; or


 


(ii)           all Securities of such series and, in the case of
(A) and (B) below, any coupons appertaining thereto not theretofore
delivered to the Trustee for cancellation (A) have become due and payable,
or (B) will become due and payable at their Stated Maturity within one
year, or (C) if redeemable at the option of the Company, are to be called
for redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Company, and the Company, in the case of (A), (B) or
(C) above, has irrevocably deposited or caused to be deposited with the
Trustee as trust funds in trust for the purpose an amount in the currency or
currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable, sufficient to pay and discharge the
entire indebtedness on such Securities and such coupons not theretofore
delivered to the Trustee for cancellation, for principal (and premium or
Make-Whole Amount, if any) and interest, and any Additional Amounts with
respect thereto, to the date of such deposit (in the case of Securities which
have become due and payable) or the Stated Maturity or Redemption Date, as the
case may be;


 


33

















 


(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
Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture as to such series have been complied with.


 


Notwithstanding the satisfaction
and discharge of this Indenture, the obligations of the Company to the Trustee
and any predecessor Trustee under Section 6.6, the obligations of the
Company to any Authenticating Agent under Section 6.11 and, if money shall
have been deposited with and held by the Trustee pursuant to subclause
(2) of this Section, the obligations of the Trustee under Section 4.2
and the last paragraph of Section 10.3, shall survive.


 


Section 4.2            Application of Company Funds.


 


Subject to the provisions of
the last paragraph of Section 10.3, all money deposited with the Trustee
pursuant to Section 4.1 shall be held in trust and applied by it, in
accordance with the provisions of the Securities, the coupons and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium or
Make-Whole Amount, if any), and any interest and Additional Amounts for whose
payment such money has been deposited with or received by the Trustee, but such
money need not be segregated from other funds except to the extent required by
law.


 


ARTICLE
FIVE

REMEDIES


 


Section 5.1            Events of Default.


 


Subject to any
modifications, additions or deletions relating to any series of Securities as
contemplated pursuant to Section 3.1, “Event of Default,’ wherever used
herein with respect to any particular series of Securities, means any one of
the following events (whatever the reason for such Event of Default and whether
or not it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body):


 


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


 


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


 


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


 


34

















 


(4)  default in the performance, or breach, of
any covenant or warranty of the Company in this Indenture with respect to any
Security of that series (other than a covenant or warranty a default in whose
performance or whose breach is elsewhere in this Section specifically
dealt with), and continuance of such default or breach for a period of 90 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
principal amount of the Outstanding Securities of that series a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a “Notice of Default’ hereunder; or


 


(5)  the Company or any Significant Subsidiary
pursuant to or within the meaning of any Bankruptcy Law:


 


	
  (i)

  	
  commences
  a voluntary case,

  
	
   

  	
   

  
	
  (ii)

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

  
	
   

  	
   

  
	
  (iii)

  	
  consents
  to the appointment of a Custodian of it or for all or substantially all of
  its property, or

  
	
   

  	
   

  
	
  (iv)

  	
  makes
  a general assignment for the benefit of its creditors; or

  



 


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


 


	
  (i)

  	
  is
  for relief against the Company or any Significant Subsidiary in an
  involuntary case,

  
	
   

  	
   

  
	
  (ii)

  	
  appoints
  a Custodian of the Company or any Significant Subsidiary or for all or substantially
  all of either of its property, or

  
	
   

  	
   

  
	
  (iii)

  	
  orders
  the liquidation of the Company or any Significant Subsidiary and the order or
  decree remains unstayed and in effect for 90 days; or

  



 


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


 


As used in this
Section 5.1, the term “Bankruptcy Law’ means Title 11, U.S.  Code or any similar Federal or state law for
the relief of debtors and the term “Custodian’ means any receiver, trustee,
assignee, liquidator or other similar official under any Bankruptcy Law.


 


Section 5.2            Acceleration of Maturity; Rescission and
Annulment.


 


If an Event of Default
(other than an Event of Default specified in Section 5.1(5) or
5.1(6)) with respect to Securities of any series at the time Outstanding occurs
and is continuing, then and in every such case the Trustee or the Holders of
not less than 25% in principal amount of the Outstanding Securities of that
series may declare the principal (or, if any Securities are 


 


35














 


Original Issue Discount
Securities or Indexed Securities, such portion of the principal as may be
specified in the terms thereof) of, and the Make-Whole Amount, if any, on, all
the Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by the Holders), and upon
any such declaration such principal or specified portion thereof shall become
immediately due and payable.  If an Event
of Default specified in Section 5.1(5) or 5.1(6) with respect to
Securities of any series (or, if any Securities of that series are Original
Issue Discount Securities or Indexed Securities, such portion of the principal
as may be specified in the terms thereof) shall automatically, and without any
declaration or other action on the part of the Trustee or any Holder, become
immediately due and payable.


 


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


 


(1)  The Company has paid or deposited with the
Trustee a sum sufficient to pay in the currency, currency unit or composite
currency in which the Securities of such series is payable (except as otherwise
specified pursuant to Section 3.1 for the Securities of such series):


 


(i)                                  all overdue installments of interest on
and any Additional Amounts payable in respect of all Outstanding Securities of
that series and any related coupons;


 


(ii)                               the principal of (and premium or Make-Whole
Amount, if any, on) any Outstanding Securities of that series which have become
due otherwise than by such declaration of acceleration and interest thereon at
the rate or rates borne by or provided for in such Securities;


 


(iii)                            to the extent that payment of such
interest is lawful, interest upon overdue installments of interest and any
Additional Amounts at the rate or rates borne by or provided for in such
Securities; and


 


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


 


(2)  all Events of Default with respect to
Securities of that series, other than the nonpayment of the principal of (or
premium or Make-Whole Amount, if any) or interest on Securities of that series
which have become due solely by such declaration of acceleration, have been
cured or waived as provided in Section 5.13.


 


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


 


Section 5.3            Collection of Indebtedness and Suits
for Enforcement by Trustee.


 


The Company covenants that
if:


 


36

















 


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


 


(2)  default is made in the payment of the
principal of (or premium or Make-Whole Amount, if any, on) any Security of any
series at its Maturity, then the Company will, upon demand of the Trustee, pay
to the Trustee, for the benefit of the Holders of such Securities of such
series and coupons, the whole amount then due and payable on such Securities
and coupons for principal (and premium or Make-Whole Amount, if any) and
interest and Additional Amount, with interest upon any overdue principal (and
premium or Make-Whole Amount, if any) and, to the extent that payment of such
interest shall be legally enforceable, upon any overdue installments of
interest or Additional Amounts, if any, at the rate or rates borne by or
provided for in such Securities, and, in addition thereto, such further amount
as shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.


 


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


 


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


 


Section 5.4            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 of any series shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Company for the payment
of overdue principal, premium or Make-Whole Amount, if any, or interest) shall
be entitled and empowered, by intervention in such proceeding or otherwise:


 


(1)  to file and prove a claim for the whole
amount, or such lesser amount as may be provided for in the Securities of such
series, of principal (and premium or Make-Whole Amount, if any) and interest
and Additional Amounts, if any, owing and unpaid in respect of the Securities
and to file such other papers or documents as may be necessary or advisable in
order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and 


 


37

















 


advances of the Trustee, its agents and counsel) and
of the Holders allowed in such judicial proceeding, and


 


(2)  to collect and receive any moneys or other
property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities of such series and coupons to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee and any predecessor Trustee, their agents and counsel, and any other
amounts due the Trustee or any predecessor Trustee under Section 6.6.


 


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


 


Section 5.5            Trustee May Enforce Claims
Without Possession of Securities or Coupons.


 


All rights of action and
claims under this Indenture or any of 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 reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders of the Securities and coupons in respect
of which such judgment has been recovered.


 


Section 5.6            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 Make-Whole Amount, if any) or
interest and any Additional Amounts, upon presentation of the Securities or
coupons, or both, as the case may be, and the notation thereon of the payment
if only partially paid and upon surrender thereof if fully paid:


 


FIRST: To the payment of all
amounts due the Trustee and any predecessor Trustee under Section 6.6,


 


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


 


38

















 


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


 


Section 5.7            Limitation on Suits.


 


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


 


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


 


(2)  the Holders of not less than 25% in
principal amount of the Outstanding Securities of that series shall have made
written request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee hereunder;


 


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


 


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


 


(5)  no direction inconsistent with such written
request has been given to the Trustee during such 60-day period by the Holders
of a majority in principal amount of the Outstanding Securities of that series;


 


it being understood and
intended that no one or more of such Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other of such Holders, or to
obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all such Holders.


 


Section 5.8            Unconditional Right of Holders to
Receive Principal, Premium or Make-Whole Amount, if any, Interest and
Additional Amounts.


 


Notwithstanding any other
provision in this Indenture, the Holder of any Security or coupon shall have
the absolute and unconditional right to receive payment of the principal of
(and premium or Make-Whole Amount, if any) and (subject to Sections 3.5
and 3.7) interest on, and any Additional Amounts in respect of, such Security
or payment of such coupon on the respective due dates expressed in such
Security or coupon (or, in the case of redemption, on the Redemption Date) and
to institute suit for the enforcement of any such payment, and such rights
shall not be impaired without the consent of such Holder.


 


39

















 


Section 5.9            Restoration of Rights and Remedies.


 


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


 


Section 5.10         Rights and Remedies Cumulative.


 


Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities or coupons in the last paragraph of Section 3.6, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders of Securities or coupons is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.


 


Section 5.11         Delay or Omission Not Waiver.


 


No delay or omission of the
Trustee or of any Holder of any Security or coupon to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence
therein.  Every right and remedy given by
this Article or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or
by the Holders of Securities or coupons, as the case may be.


 


Section 5.12         Control by Holders of Securities.


 


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


 


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


 


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


 


(3)  the Trustee need not take any action which
might involve it in personal liability or be unduly prejudicial to the Holders
of Securities of such series not joining therein (but the Trustee shall have no
obligation as to the determination of such undue prejudice).


 


Section 5.13         Waiver of Past Defaults.


 


The Holders of not less than
a majority in principal amount of the Outstanding Securities of any series


 


40

















 


may on behalf of the Holders
of all the Securities of such series and any related coupons waive any past
default hereunder with respect to such series and its consequences, except a
default


 


(1)  in the payment of the principal of (or
premium or Make-Whole Amount, if any) or interest on or Additional Amounts
payable in respect of any Security of such series or any related coupons, or


 


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


 


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


 


Section 5.14         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 or omitted by it as Trustee, the
filing by any party litigant in such suit of any 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, all in accordance with the Trust Indenture Act.


 


ARTICLE
SIX

THE TRUSTEE


 


Section 6.1            Notice of Defaults.


 


Within 90 days after the
occurrence of any default hereunder with respect to the Securities of any
series, the Trustee shall transmit in the manner and to the extent provided in
TIA Section 313(c), notice of such default hereunder known to the Trustee,
unless such default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of (or premium
or Make-Whole Amount, if any) or interest on or any Additional Amounts with
respect to any Security of such series, or in the payment of any sinking fund
installment with respect to the Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as Responsible Officers of
the Trustee in good faith determine that the withholding of such notice is in
the interests of the Holders of the Securities and coupons of such series; and
provided further that in the case of any default or breach of the character
specified in Section 5.1(4) with respect to the Securities and
coupons of such series, no such notice to Holders shall be given until at least
90 days after the occurrence thereof. 
For the purpose of this Section, the term “default’ means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to the Securities of such series.


 


41

















 


Section 6.2            Certain Rights of Trustee.


 


Subject to the provisions of
TIA Section


 


315(a) through 315(d):


 


(1)  the Trustee shall perform only such duties
as are expressly undertaken by it to perform under this Indenture;


 


(2)  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, coupon or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties;


 


(3)  any request or direction of the Company
mentioned herein shall be sufficiently evidenced by a Company Request or
Company Order (other than delivery of any Security, together with any coupons
appertaining thereto, to the Trustee for authentication and delivery pursuant
to Section 3.3 which shall be sufficiently evidenced as provided therein)
and any resolution of the Board of Directors may be sufficiently evidenced by a
Board Resolution;


 


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


 


(5)  the Trustee may consult with counsel and as
a condition to the taking, suffering or omission of any action hereunder may
demand an Opinion of Counsel, and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon;


 


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


 


(7)  the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, coupon or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney;


 


(8)  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; and


 


42

















 


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


 


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


 


Section 6.3            Not Responsible for Recitals or
Issuance of Securities.


 


The recitals contained
herein and in the Securities, except the Trustee’s certificate of
authentication, and in any coupons shall be taken as the statements of the
Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. 
The Trustee makes no representations as to the validity or sufficiency
of this Indenture or of the Securities or coupons, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder.  Neither the Trustee nor any Authenticating
Agent shall be accountable for the use or application by the Company of
Securities or the proceeds thereof.


 


Section 6.4            May Hold Securities.


 


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


 


Section 6.5            Money Held in Trust.


 


Money held by the Trustee in
trust hereunder need not be segregated from other funds except to the extent
required by law.  The Trustee shall be
under no liability for interest on, or investment of, any money received by it
hereunder.


 


Section 6.6            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, including
extraordinary services rendered in connection with or during the continuation
of a default 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 each of the Trustee and any predecessor Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or
made by it in accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of its agents and
counsel), except 


 


43

















 


to the extent any such expense, disbursement or
advance may be attributable to its negligence or bad faith; and


 


(3)  to indemnify each of the Trustee and any
predecessor Trustee for, and to hold it harmless against, any loss, liability
or expense, arising out of or in connection with the acceptance or
administration of the trust or trusts or the 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 except to the extent any such loss, liability or
expense may be attributable to its own negligence or bad faith.


 


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


 


The provisions of this
Section shall survive the termination of this Indenture.


 


Section 6.7            Corporate Trustee Required;
Eligibility; Conflicting Interests.


 


There shall at all times be
a Trustee hereunder which shall be eligible to act as Trustee under TIA
Section 3.10(a)(1) and shall have a combined capital and surplus of
at least $50,000,000.  If such
corporation publishes reports of condition at least annually, pursuant to law
or the requirements of Federal, State, Territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published.  If at any time
the Trustee shall cease to be eligible in accordance with the provisions of
this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.


 


Section 6.8            Resignation and Removal; Appointment
of Successor.


 


(1)  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 6.9.


 


(2)  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 an instrument
of acceptance by a successor Trustee shall not have 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.


 


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


 


(4)  If at any time:


 


44

















 


(i)                                  the Trustee shall fail to comply with the
provisions of TIA Section 3.10(b) after written request therefor by
the Company or by any Holder of a Security who has been a bona fide Holder of a
Security for at least six months, or


 


(ii)                               the Trustee shall cease to be eligible
under Section 6.7 and shall fail to resign after written request therefor
by the Company or by any Holder of a Security who has been a bona fide Holder
of a Security for at least six months, or


 


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


 


then, in any such case,
(i) the Company by or pursuant to a Board Resolution may remove the
Trustee and appoint a successor Trustee with respect to all Securities, or
(ii) subject to TIA Section 315(e), any Holder of a Security 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.


 


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


 


(6)  The Company shall give notice of each
resignation and each removal of the Trustee with respect to the Securities of
any series and each appointment of a successor Trustee with respect to the
Securities of any series in the manner provided for notices to the Holders of
Securities in Section 1.6.  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.


 


45














 


Section 6.9            Acceptance of Appointment By
Successor.


 


(1)  In case of the appointment hereunder of a
successor Trustee with respect to all or a series of Securities, every such
successor Trustee shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on request of the Company or the successor Trustee, such retiring Trustee
shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee, and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder, subject
nevertheless to its claim, if any, provided for in Section 6.6.


 


(2)  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, pursuant to Article Nine hereof, wherein
each successor Trustee shall accept such appointment and which (A) 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, (B) 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 (C) shall add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.


 


(3)  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 (1) or (2) of this Section, as the
case may be.


 


(4)  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.


 


46

















 


Section 6.10         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 of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided such corporation shall be
otherwise qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties
hereto.  In case any Securities or
coupons shall have been authenticated, but not delivered, by the Trustee then
in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
or coupons so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities or coupons.  In case any Securities or coupons shall not
have been authenticated by such predecessor Trustee, any such successor Trustee
may authenticate and deliver such Securities or coupons, 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 6.11         Appointment of Authenticating Agent.


 


At any time when any of the
Securities remain Outstanding, the Trustee may appoint an Authenticating Agent
or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon exchange, registration of transfer or partial redemption or
repayment thereof, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes
as if authenticated by the Trustee hereunder. 
Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument
shall be promptly furnished to the Company. 
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, except as may otherwise be provided pursuant
to Section 3.1, shall at all times be a bank or trust company or corporation
organized and doing business and in good standing under the laws of the United
States of America or of any State or the District of Columbia, authorized under
such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $50,000,000 and subject to supervision or examination by
Federal or State authorities.  If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or the requirements of the aforesaid 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.  In case at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.


 


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 


 


47

















 


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 further act
on the part of the Trustee or the Authenticating Agent.


 


An Authenticating Agent for
any series of Securities may at any time resign by giving written notice of
resignation to the Trustee for such series and to the Company.  The Trustee for any series of Securities may
at any time terminate the agency of an Authenticating Agent by giving written
notice of termination to such Authenticating Agent and to the Company.  Upon receiving such a notice of resignation
or upon such a termination, or in case at any time such Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
the Trustee for such series may appoint a successor Authenticating Agent which
shall be acceptable to the Company and shall give notice of such appointment to
all Holders of Securities of or within the series with respect to which such
Authenticating Agent will serve in the manner set forth in
Section 1.6.  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 herein.  No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.


 


The Company agrees to pay to
each Authenticating Agent from time to time reasonable compensation including
reimbursement of its reasonable expenses for its services under this Section.


 


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


 


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


 


 


	
                                                                                         ,
  as Trustee

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  as
  Authenticating Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Authorized
  Officer

  	
   

  



 


48

















 


ARTICLE
SEVEN

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 7.1            Disclosure of Names and Addresses of
Holders.


 


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 Authenticating Agent
nor any Paying Agent nor any Security Registrar shall be held accountable by
reason of the disclosure of any information as to the names and addresses of
the Holders of Securities in accordance with TIA Section 312, regardless
of the source from which such information was derived, and that the Trustee
shall not be held accountable by reason of mailing any material pursuant to a request
made under TIA Section 312(b).


 


Section 7.2            Reports by Trustee.


 


Within 60 days after
September 1 of each year commencing with the first September 1 after
the first issuance of Securities pursuant to this Indenture, the Trustee shall
transmit by mail to all Holders of Securities as provided in TIA
Section 313(c) a brief report dated as of such September 1 if
required by TIA Section 313(a).


 


Section 7.3            Reports by the Company.  The Company will:


 


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


 


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


 


(3)  transmit by mail to the Trustee (which shall
send copies to the Holders of Securities), within 30 days after the filing
thereof with the Trustee, in the manner and to the extent provided in TIA
Section 313(c), 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.


 


Section 7.4            Company to Furnish Trustee Names and
Addresses of Holders.


 


The Company will furnish or
cause to be furnished to the Trustee:


 


(1)  semi-annually, not later than 15 days after
the Regular Record Date for interest for each series of Securities, a list, in
such form as the Trustee may reasonably require, of the names and addresses of
the Holders of Registered


 


49

















 


Securities of such series as
of such Regular Record Date, or if there is no Regular Record Date for interest
for such series of Securities, semi-annually, upon such dates as are set forth
in the Board Resolution or indenture supplemental hereto authorizing such
series, and


 


(2)  at such other times as the Trustee may
reasonably 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, provided, however, that,
so long as the Trustee is the Security Registrar, no such list shall be
required to be furnished.


 


ARTICLE
EIGHT

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE


 


Section 8.1            Consolidations and Mergers of
Company and Sales, Leases and Conveyances Permitted Subject to Certain
Conditions.


 


The Company may consolidate
with, or sell, lease or convey all or substantially all of its assets to, or
merge with or into any other Person, provided that in any such case,
(i) either the Company shall be the continuing entity, or the successor
(if other than the Company) entity shall be a Person organized and existing
under the laws of the United States or a State thereof and such successor
entity shall expressly assume the due and punctual payment of the principal of
(and premium or Make-Whole Amount, if any) and any interest (including all
Additional Amounts, if any, payable pursuant to Section 1.10) on all of
the Securities, according to their tenor, and the due and punctual performance
and observance of all of the covenants and conditions of this Indenture to be
performed by the Company by supplemental indenture, complying with
Article Nine hereof, satisfactory to the Trustee, executed and delivered
to the Trustee by such Person and (ii) immediately after giving effect to
such transaction and treating any indebtedness which becomes an obligation of
the Company or any Subsidiary as a result thereof as having been incurred by
the Company or such Subsidiary at the time of such transaction, no Event of
Default, and no event which, after notice or the lapse of time, or both, would
become an Event of Default, shall have occurred and be continuing.


 


Section 8.2            Rights and Duties of Successor
Corporation.


 


In case of any such
consolidation, merger, sale, lease or conveyance and upon any such assumption
by the successor entity, such successor entity shall succeed to and be
substituted for the Company, with the same effect as if it had been named
herein as the party of the first part, and the predecessor entity, except in
the event of a lease, shall be relieved of any further obligation under this
Indenture and the Securities.  Such
successor entity thereupon may cause to be signed, and may issue either in its
own name or in the name of the Company, any or all of the Securities issuable
hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee; and, upon the order of such successor entity, instead
of the Company, and subject to all the terms, conditions and limitations in
this Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed and delivered by the
Officers of the Company to the Trustee for authentication, and any Securities
which such successor entity thereafter shall cause to be signed and delivered
to the Trustee for that purpose.  All the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in
accordance with


 


50

















 


the terms of this Indenture
as though all of such Securities had been issued at the date of the execution
hereof.


 


In case of any such
consolidation, merger, sale, lease or conveyance, such changes in phraseology
and form (but not in substance) may be made in the Securities thereafter to be
issued as may be appropriate.


 


Section 8.3            Officers’ Certificate and Opinion of
Counsel.


 


Any consolidation, merger,
sale, lease or conveyance permitted under Section 8.1 is also subject to
the condition that the Trustee receive an Officers’ Certificate and an Opinion
of Counsel to the effect that any such consolidation, merger, sale, lease or
conveyance, and the assumption by any successor entity, complies with the
provisions of this Article and that all conditions precedent herein
provided for relating to such transaction have been complied with.


 


ARTICLE
NINE

SUPPLEMENTAL INDENTURES


 


Section 9.1            Supplemental Indentures Without
Consent of Holders.


 


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


 


(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 contained; or


 


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


 


(3)  to add any additional Events of Default for
the benefit of the Holders of all or any series of Securities (and if such
Events of Default are to be for the benefit of less than all series of
Securities, stating that such Events of Default are expressly being included
solely for the benefit of such series); provided, however, that in respect of
any such additional Events of Default such supplemental indenture may provide
for a particular period of grace after default (which period may be shorter or
longer than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such default or may limit the remedies available to
the Trustee upon such default or may limit the right of the Holders of a majority
in aggregate principal amount of that or those series of Securities to which
such additional Events of Default apply to waive such default; or


 


(4)  to add to or change any of the provisions of
this Indenture to provide that Bearer Securities may be registrable as to
principal, to change or eliminate any restrictions on the payment of principal
of or any premium, Make-Whole Amount or interest on Bearer Securities, to
permit Bearer Securities to be issued in exchange for Registered Securities, to
permit Bearer Securities 


 


51

















 


to be issued in exchange for Bearer Securities of
other authorized denominations or to permit or facilitate the issuance of
Securities in uncertificated form, provided that any such action shall not
adversely affect the interests of the Holders of Securities of any series or
any related coupons in any material respect; or


 


(5)  to change or eliminate any of the provisions
of this Indenture, provided that any such change or elimination shall become
effective only when there is no Security Outstanding of any series created
prior to the execution of such supplemental indenture which is entitled to the
benefit of such provision; or


 


(6)  to secure the Securities; or


 


(7)  to establish the form or terms of Securities
of any series and any related coupons as permitted by Sections 2.1 and
3.1; or


 


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


 


(9)  to cure any ambiguity, to correct or
supplement any provision herein which may be defective or inconsistent with any
other provision herein, or to make any other provisions with respect to matters
or questions arising under this Indenture which shall not be inconsistent with
the provisions of this Indenture or to make any other changes, provided that in
each case, such provisions shall not adversely affect the interests of the
Holders of Securities of any series or any related coupons in any material
respect; or


 


(10)  to close this Indenture with respect to the
authentication and delivery of additional series of Securities or to qualify,
or maintain qualification of, this Indenture under the TIA; or


 


(11)  to
supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of
Securities pursuant to Sections 4.1, 14.2 and 14.3; provided in each case
that any such action shall not adversely affect the interests of the Holders of
Securities of such series and any related coupons or any other series of
Securities in any material respect.


 


Section 9.2            Supplemental Indentures With Consent
of Holders.


 


With the consent of the
Holders of not less than a majority in principal amount of all Outstanding
Securities affected by such supplemental indenture, by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by or
pursuant to a Board Resolution, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture
or of modifying in any manner the rights of the Holders of Securities and any
related coupons under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:


 


52

















 


(1)  change the Stated Maturity of the principal
of (or premium or Make-Whole Amount, if any, on) or any installment of
principal of or interest on, any Security; or reduce the principal amount
thereof or the rate or amount of interest thereon or any Additional Amounts
payable in respect thereof, or any premium or Make-Whole Amount payable upon
the redemption thereof, or change any obligation of the Company to pay
Additional Amounts pursuant to Section 1.10 (except as contemplated by
Section 8.1(i) and permitted by Section 9.1(1)), or reduce the
amount of the principal of an Original Issue Discount Security or Make-Whole
Amount, if any, that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.2 or the amount
thereof provable in bankruptcy pursuant to Section 5.4, or adversely
affect any right of repayment at the option of the Holder of any Security, or
change any Place of Payment where, or the currency or currencies, currency unit
or units or composite currency or currencies in which, the principal of any
Security or any premium or Make-Whole Amount or any Additional Amounts payable
in respect thereof 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 or repayment at the option of
the Holder, on or after the Redemption Date or the Repayment Date, as the case
may be); or


 


(2)  reduce the percentage in principal amount of
the Outstanding Securities of any series, the consent of whose Holders is
required for any such supplemental indenture, or the consent of whose Holders
is required for any waiver with respect to such series (or compliance with
certain provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture, or reduce the requirements of
Section 15.4 for quorum or voting; or


 


(3)  modify any of the provisions of this
Section, Section 5.13 or Section 1.11, except to increase the
required percentage to effect such action 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.


 


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


 


Section 9.3            Execution of Supplemental
Indentures.


 


In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this
Article or the modification thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and 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 and
that all conditions precedent to the execution of such supplemental


 


53

















 


indenture have been complied
with.  The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


Section 9.4            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 and of any coupon appertaining
thereto shall be bound thereby.


 


Section 9.5            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 9.6            Reference in Securities to
Supplemental Indentures.


 


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


 


Section 9.7            Notice of Supplemental Indentures.


 


Promptly after the execution
by the Company and the Trustee of any supplemental indenture pursuant to the
provisions of Section 9.2, the Company shall give notice thereof to the
Holders of each Outstanding Security affected, in the manner provided for in
Section 1.6, setting forth in general terms the substance of such
supplemental indenture.


 


ARTICLE
TEN

COVENANTS


 


Section 10.1         Payment of Principal, Premium or
Make-Whole Amount, if any, Interest and Additional Amounts.


 


The Company covenants and
agrees for the benefit of the Holders of each series of Securities that it will
duly and punctually pay the principal of (and premium or Make-Whole Amount, if
any) and interest on and any Additional Amounts payable in respect of the
Securities of that series in accordance with the terms of such series of
Securities, any coupons appertaining thereto and this Indenture.  Unless otherwise specified as contemplated by
Section 3.1 with respect to any series of Securities, any interest due on
and any Additional Amounts payable in respect of Bearer Securities on or before
Maturity, other than Additional Amounts, if any, payable as provided in
Section 1.10 in respect of principal of (or premium or Make-Whole Amount,
if any, on) such a Security, shall be payable only upon presentation and
surrender of the several coupons 


 


54

















 


for such interest
installments as are evidenced thereby as they severally mature.  Unless otherwise specified with respect to
Securities of any series pursuant to Section 3.1, at the option of the
Company, all payments of principal may be paid by check to the registered
Holder of the Registered Security or other person entitled thereto against
surrender of such Security.


 


Section 10.2         Maintenance of Office or Agency.


 


If Securities of a series
are issuable only as Registered Securities, the Company shall maintain in each
Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served.  If Securities of a series are issuable as
Bearer Securities, the Company will maintain: (A) in the Borough of
Manhattan, The City of New York, an office or agency where any Registered
Securities of that series may be presented or surrendered for payment, where
any Registered Securities of that series may be surrendered for exchange, where
notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be served and where Bearer Securities of that
series and related coupons may be presented or surrendered for payment in the
circumstances described in the following paragraph (and not otherwise);
(B) subject to any laws or regulations applicable thereto, in a Place of Payment
for that series which is located outside the United States, an office or agency
where Securities of that series and related coupons may be presented and
surrendered for payment (including payment of any Additional Amounts payable on
Securities of that series pursuant to Section 1.10); provided, however,
that if the Securities of that series are listed on any stock exchange located
outside the United States and such stock exchange shall so require, the Company
will maintain a Paying Agent for the Securities of that series in any required
city located outside the United States, as the case may be, so long as the
Securities of that series are listed in such exchange; and (C) subject to
any laws or regulations applicable thereto, in a Place of Payment for that series
located outside the United States an office or agency where any Securities of
that series may be surrendered for registration of transfer, where Securities
of that series may be surrendered for exchange and where notices and demands to
or upon the Company in respect of the Securities of that series and this
Indenture may be served.  The Company
will give prompt written notice to the Trustee of the location, and any change
in the location, of each such office or agency. 
If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office of the Trustee, except that Bearer Securities of
that series and the related coupons may be presented and surrendered for
payment (including payment of any Additional Amounts payable on Bearer
Securities of that series pursuant to Section 1.10) at the offices
specified in the Security and the Company hereby appoints the same as its agent
to receive such respective presentations, surrenders, notices and demands, and
the Company hereby appoints the Trustee its agent to receive all such
presentations, surrenders, notices and demands.


 


Unless otherwise specified
with respect to any Securities pursuant to Section 3.1, no payment of
principal, premium, Make-Whole Amount or interest on or Additional Amounts in
respect of Bearer Securities shall be made at any office or agency of the
Company in the United States or by check mailed to any address in the United
States or by transfer to an account maintained with


 


55














 


a bank located in the United
States; provided, however, that, if the Securities of a series are payable in
Dollars, payment of principal of and any premium and interest on any Bearer
Security (including any Additional Amounts or Make-Whole Amount payable on
Securities of such series pursuant to Section 1.10) shall be made at the
office of the Company’s Paying Agent in the Borough of Manhattan, The City of
New York, if (but only if) payment in Dollars of the full amount of such
principal, premium, interest, Additional Amounts or Make-Whole Amount, as the
case may be, at all offices or agencies outside the United States maintained
for the purpose by the Company in accordance with this Indenture, is illegal or
effectively precluded by exchange controls or other similar restrictions.


 


The Company may from time to
time designate one or more other offices or agencies where the Securities of
one or more series and related coupons, if any, may be presented or surrendered
for any or all of such purposes, and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall
in any manner relieve the Company of its obligation to maintain an office or
agency in accordance with the requirements set forth above for Securities of
any series for such purposes.  The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.  Unless otherwise specified with
respect to any Securities pursuant to Section 3.1 with respect to a series
of Securities, the Company hereby designates as Places of Payment for each
series of Securities the Corporate Trust Office of the Trustee and the office
or agency of                                   
at
                                  ,
initially appoints the Trustee as a Paying Agent in
                                ,
and                                 
as Paying Agent in
                            ,
and appoints each as its agent to receive all such presentations, surrenders,
notices and demands.


 


Unless otherwise specified
with respect to any Securities pursuant to Section 3.1, if and so long as
the Securities of any series (i) are denominated in a Foreign Currency or
(ii) may be payable in a Foreign Currency, or so long as it is required
under any other provision of the Indenture, then the Company will maintain with
respect to each such series of Securities, or as so required, at least one
exchange rate agent.


 


Section 10.3         Money for Securities Payments to Be
Held in Trust.


 


If the Company shall at any
time act as its own Paying Agent with respect to any series of any Securities
and any related coupons, it will, on or before each due date of the principal
of (and premium or Make-Whole Amount, if any), or interest on or Additional
Amounts in respect of, any of the Securities of that series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum in the currency
or currencies, currency unit or units or composite currency or currencies in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 3.1 for the Securities of such series) sufficient to
pay the principal (and premium or Make- Whole Amount, if any) or interest or
Additional Amounts so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided, and will promptly notify
the Trustee of its action or failure so to act.


 


Whenever the Company shall
have one or more Paying Agents for any series of Securities and any related
coupons, it will, on or before each due date of the principal of (and premium
or Make-Whole Amount, if any), or interest on or Additional Amounts in respect
of, any Securities 


56

















 


of that series, deposit with
a Paying Agent a sum (in the currency or currencies, currency unit or units or
composite currency or currencies described in the preceding paragraph)
sufficient to pay the principal (and premium or Make-Whole Amount, if any) or
interest or Additional Amounts, so becoming due, such sum to be held in trust
for the benefit of the Persons entitled to such principal, premium, Make-Whole
Amount or interest or Additional Amounts 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 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
principal of (and premium or Make-Whole Amount, if any) or interest on
Securities or Additional Amounts in trust for the benefit of the Persons
entitled thereto until such sums shall be paid to such Persons or otherwise
disposed of as herein provided;


 


(2)  give the Trustee notice of any default by
the Company (or any other obligor upon the Securities) in the making of any
such payment of principal (and premium or Make-Whole Amount, if any) or
interest or Additional Amounts; and


 


(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 sums.


 


Except as otherwise provided
in the Securities of any series, any money deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the
principal of (and premium or Make-Whole Amount, if any) or interest on, or any
Additional Amounts in respect of, any Security of any series and remaining
unclaimed for two years after such principal (and premiums or Make-Whole
Amount, if any), interest or Additional Amounts has become due and payable
shall be paid to the Company upon 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 of such principal of (and premium or Make-Whole Amount, if any) or
interest on, or any Additional Amounts in respect of, any Security, without
interest thereon, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such 


 


57

















 


publication, any unclaimed
balance of such money then remaining will be repaid to the Company.


 


Section 10.4         Existence.


 


Subject to
Article Eight, 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 right or franchise if
the Company shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders of
Securities of any series.


 


Section 10.5         Maintenance of Properties.


 


The Company will cause all
of its properties used or useful in the conduct of its business to be maintained
and kept in good condition, repair and working order (reasonable wear and tear
excepted) and will 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 at all times; 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 in any material
respect..


 


Section 10.6         Payment of Taxes and Other Claims.


 


The Company will pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon it or upon the income, profits or property of the Company, and
(2) all lawful claims for labor, materials and supplies which, if unpaid,
might by law become a lien upon the property of the Company; provided, however,
that the Company shall not be required to pay or discharge or cause to be paid
or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.


 


Section 10.7         Provision of Financial Information.


 


Whether or not the Company
is subject to Section 13 or 15(d) of the Exchange Act, the Company
will, to the extent permitted under the Exchange Act, file with the Commission
the annual reports, quarterly reports and other documents which the Company
would have been required to file with the Commission pursuant to such
Section 13 or 15(d) (the “Financial Statements”) if the Company were
so subject, such documents to be filed with the Commission on or prior to the
respective dates (the “Required Filing Dates”) by which the Company would have
been required so to file such documents if the Company were so subject.


 


The Company will also in any
event (x) within 15 days of each Required Filing Date (i) transmit by
mail to all Holders, as their names and addresses appear in the Security
Register, without cost to such Holders, copies of the annual reports and
quarterly reports which the Company would 


 


58

















 


have been required to file
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
if the Company were subject to such Sections, and (ii) file with the
Trustee copies of annual reports, quarterly reports and other documents which
the Company would have been required to file with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act if the Company were subject
to such Sections and (y) if filing such documents by the Company with
the Commission is not permitted under the Exchange Act, promptly upon written
request and payment of the reasonable cost of duplication and delivery, supply
copies of such documents to any prospective Holder.


 


Section 10.8         Statement as to Compliance.


 


The Company will deliver to
the Trustee within 120 days after the end of each fiscal year, a brief
certificate from the principal executive officer, principal financial officer
or principal accounting officer as to his or her knowledge of the Company’s
compliance with all conditions and covenants under this Indenture and, in the
event of any noncompliance, specifying such noncompliance and the nature and
status thereof.  For purposes of this
Section 10.8, such compliance shall be determined without regard to any
period of grace or requirement of notice under this Indenture.


 


Section 10.9         Additional Amounts.


 


If any Securities of a
series provide for the payment of Additional Amounts, the Company will pay to
the Holder of any Security of such series or any coupon appertaining thereto
Additional Amounts as may be specified as contemplated by
Section 3.1.  Whenever in this
Indenture there is mentioned, in any context except in the case of
Section 5.2(A), the payment of the principal or of any premium, Make-Whole
Amount or interest on, or in respect of, any Security of any series or payment
of any related coupon or the net proceeds received on the sale or exchange of
any Security of any series, such mention shall be deemed to include mention of
the payment of Additional Amounts provided by the terms of such series
established pursuant to Section 3.1 to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
such terms and express mention of the payment of Additional Amounts (if
applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not
made.


 


Except as otherwise
specified as contemplated by Section 3.1, if the Securities of a series
provide for the payment of Additional Amounts, at least 10 days prior to the
first Interest Payment Date with respect to that series of Securities (or if
the Securities of that series will not bear interest prior to Maturity, the
first day on which a payment of principal and any premium is made), and at
least 10 days prior to each date of payment of principal and any premium or
Make-Whole Amount or interest if there has been any change with respect to the
matters set forth in the below-mentioned Officers’ Certificate, the Company
will furnish the Trustee and the Company’s principal Paying Agent or Paying
Agents, if other than the Trustee, with an Officers’ Certificate instructing
the Trustee and such Paying Agent or Paying Agents whether such payment of
principal of and any premium or interest on the Securities of that series shall
be made to Holders of Securities of that series or any related coupons who are
not United States persons without withholding for or on account of any tax,
assessment or other governmental charge described in the Securities of or
within the series.  If any such
withholding shall be required, then such 


 


59

















 


Officers’ Certificate shall
specify by country the amount, if any, required to be withheld on such payments
to such Holders of Securities of that series or related coupons and the Company
will pay to the Trustee or such Paying Agent the Additional Amounts required by
the terms of such Securities.  In the
event that the Trustee or any Paying Agent, as the case may be, shall not so
receive the above- mentioned certificate, then the Trustee or such Paying Agent
shall be entitled (i) to assume that no such withholding or deduction is
required with respect to any payment of principal or interest with respect to
any Securities of a series or related coupons until it shall have received a
certificate advising otherwise and (ii) to make all payments of principal
and interest with respect to the Securities of a series or related coupons
without withholding or deductions until otherwise advised.  The Company covenants to indemnify the
Trustee and any Paying Agent for, and to hold them harmless against, any loss,
liability or expense reasonably incurred without negligence or bad faith on
their part arising out of or in connection with actions taken or omitted by any
of them in reliance on any Officers’ Certificate furnished pursuant to this
Section or in reliance on the Company’s not furnishing such an Officers’
Certificate.


 


Section 10.10       Waiver of Certain Covenants.


 


The Company may omit in any
particular instance to comply with any term, provision or condition set forth
in Sections 10.4 to 10.7, inclusive, and with any other term, provision or
condition with respect to the Securities of any series specified in accordance
with Section 3.1 (except any such term, provision or condition which could
not be amended without the consent of all Holders of Securities of such series
pursuant to Section 9.2), if before or after the time for such compliance
the Holders of at least a majority in principal amount of all outstanding
Securities of such series, by Act of such Holders, either waive such compliance
in such instance or generally waive compliance with such covenant or condition,
but no such waiver shall extend to or affect such covenant or condition except
to the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee in respect of any
such term, provision or condition shall remain in full force and effect.


 


60

















 


ARTICLE
ELEVEN

REDEMPTION OF SECURITIES


 


Section 11.1         Applicability of Article.


 


Securities of any series
which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 3.1 for Securities of any series) in accordance with this
Article.


 


Section 11.2         Election to Redeem; Notice to Trustee.


 


The election of the Company
to redeem any Securities shall be evidenced by or pursuant to a Board
Resolution.  In case of any redemption at
the election of the Company of less than all of the Securities of any series,
the Company shall, at least 45 days prior to the giving of the notice of
redemption in Section 11.4 (unless a shorter notice shall be satisfactory
to the Trustee), notify the Trustee of such Redemption Date and of the
principal amount of Securities of such series to be redeemed.  In the case of any redemption of Securities
prior to the expiration of any restriction on such redemption provided in the
terms of such Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officers’ Certificate evidencing compliance with
such restriction.


 


Section 11.3         Selection by Trustee of Securities to
Be Redeemed.


 


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


 


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


 


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


 


61

















 


Section 11.4         Notice of Redemption.


 


Notice of redemption shall
be given in the manner provided in Section 1.6, not less than 30 days nor
more than 60 days prior to the Redemption Date, unless a shorter period is
specified by the terms of such series established pursuant to Section 3.1,
to each Holder of Securities to be redeemed, but failure to give such notice in
the manner herein provided to the Holder of any Security designated for
redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other such Security or portion thereof.


 


Any notice that is mailed to
the Holders of Registered Securities in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder
receives the notice.


 


All notices of redemption
shall state:


 


(1)  the Redemption Date;


 


(2)  the Redemption Price, accrued interest to
the Redemption Date payable as provided in Section 11.6, if any, and
Additional Amounts, if any;


 


(3)  if less than all Outstanding Securities of
any series are to be redeemed, the identification (and, in the case of partial
redemption, the principal amount) of the particular Security or Securities to
be redeemed;


 


(4)  in case any Security is to be redeemed in
part only, that on and after the Redemption Date, upon surrender of such
Security, the holder will receive, without a charge, a new Security or
Securities of authorized denominations for the principal amount thereof
remaining unredeemed;


 


(5)  that on the Redemption Date the Redemption
Price and accrued interest to the Redemption Date payable as provided in
Section 11.6, if any, will become due and payable upon each such Security,
or the portion thereof, to be redeemed and, if applicable, that interest
thereon shall cease to accrue on and after said date;


 


(6)  the Place or Places of Payment where such
Securities, together in the case of Bearer Securities with all coupons
appertaining thereto, if any, maturing after the Redemption Date, are to be
surrendered for payment of the Redemption Price and accrued interest, if any,
or for conversion;


 


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


 


(8)  that, unless otherwise specified in such
notice, Bearer Securities of any series, if any, surrendered for redemption
must be accompanied by all coupons maturing subsequent to the date fixed for
redemption or the amount of any such missing coupon or coupons will be deducted
from the Redemption Price, unless security or indemnity satisfactory to the
Company, the Trustee for such series and any Paying Agent is furnished;


 


(9)  if Bearer Securities of any series are to be
redeemed and any Registered Securities of such series are not to be redeemed,
and if such Bearer Securities may be exchanged for Registered 


 


62

















 


Securities not subject to the redemption on this
Redemption Date pursuant to Section 3.5 or otherwise, the last date, as
determined by the Company, on which such exchanges may be made;


 


(10)  the CUSIP number of such Security, if any,
provided that neither the Company nor the Trustee shall have any responsibility
for any such CUSIP number; and


 


(11)  if
applicable, that a Holder of Securities who desires to convert Securities to be
redeemed must satisfy the requirements for conversion contained in such
Securities, the then existing conversion price or rate and the date and time
when the option to convert shall expire.


 


Notice of redemption of
Securities to be redeemed shall be given by the Company or, at the Company
request, by the Trustee in the name and at the expense of the Company.


 


Section 11.5         Deposit of Redemption Price.


 


On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, which it may not
do in the case of a sinking fund payment under Article Twelve, segregate
and hold in trust as provided in Section 10.3) an amount of money in the
currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 3.1 for the Securities of such
series) sufficient to pay on the Redemption Date the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities or portions thereof which are to be redeemed on
that date.


 


Section 11.6         Securities Payable on Redemption Date.


 


Notice of redemption having
been given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 3.1 for the Securities
of such series) (together with accrued interest, if any, to the Redemption
Date), and from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest) such Securities shall, if
the same were interest-bearing, cease to bear interest and the coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. 
Upon surrender of any such Security for redemption in accordance with
said notice, together with all coupons, if any, appertaining thereto maturing
after the Redemption Date, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest, if any, to the Redemption
Date; provided, however, that installments of interest on Bearer Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable
only at an office or agency located outside the United States (except as
otherwise provided in Section 10.2) and, unless otherwise specified as
contemplated by Section 3.1, only upon presentation and surrender of
coupons for such interest; and provided further that, installments of interest
on Registered Securities whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the relevant
Record Dates according to their terms and the provisions of Section 3.7.


 


63

















 


If any Bearer Security
surrendered for redemption shall not be accompanied by all appurtenant coupons
maturing after the Redemption Date, such Security may be paid after deducting
from the Redemption Price an amount equal to the face amount of all such
missing coupons, or the surrender of such missing coupon or coupons may be
waived by the Company and the Trustee if there be furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless.  If thereafter the Holder
of such Security shall surrender to the Trustee or any Paying Agent any such
missing coupon in respect of which a deduction shall have been made from the
Redemption Price, such Holder shall be entitled to receive the amount so
deducted; provided, however, that interest represented by coupons shall be
payable only at an office or agency located outside the United States (except
as otherwise provided in Section 10.2) and, unless otherwise specified as
contemplated by Section 3.1, only upon presentation and surrender of those
coupons.


 


If any Security called for
redemption shall not be so paid upon surrender thereof for redemption, the
principal (and premium or Make-Whole Amount, if any) shall, until paid, bear
interest from the Redemption Date at the rate borne by the Security.


 


Section 11.7         Securities Redeemed in Part.


 


Any Security which is to be
redeemed only in part (pursuant to the provisions of this Article or of
Article Twelve) shall be surrendered at a Place of Payment therefor (with,
if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his 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 in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered.


 


ARTICLE
TWELVE

SINKING FUNDS


 


Section 12.1         Applicability of Article.


 


The provisions of this
Article shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by
Section 3.1 for Securities of such series.


 


The minimum amount of any
sinking fund payment provided for by the terms of Securities of any series is
herein referred to as a “mandatory sinking fund payment,’ and any payment in
excess of such minimum amount provided for by the terms of such Securities of
any series is herein referred to as an “optional sinking fund payment “ If
provided for by the terms of any Securities of any series, the cash amount of
any mandatory sinking fund payment may be subject to reduction as provided in
Section 12.2.  Each sinking fund
payment shall be applied to the redemption of Securities of any series as
provided for by the terms of Securities of such series.


 


64

















 


Section 12.2         Satisfaction of Sinking Fund Payments
with Securities.


 


The Company may, in
satisfaction of all or any part of any mandatory sinking fund payment with
respect to the Securities of a series, (1) deliver Outstanding Securities
of such series (other than any previously called for redemption) together in
the case of any Bearer Securities of such series with all unmatured coupons
appertaining thereto and (2) apply as a credit Securities of such series
which have been redeemed either at the election of the Company pursuant to the
terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, as provided for
by the terms of such Securities, or which have otherwise been acquired by the
Company; provided that such Securities so delivered or applied as a credit have
not been previously so credited.  Such
Securities shall be received and credited for such purpose by the Trustee at
the applicable Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such mandatory sinking
fund payment shall be reduced accordingly.


 


Section 12.3         Redemption of Securities for Sinking
Fund.


 


Not less than 60 days prior
to each sinking payment date for Securities of any series, the Company will
deliver to the Trustee an Officers’ Certificate specifying the amount of the
next ensuing mandatory sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 3.1 for the
Securities of such series) and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 12.2, and the optional amount, if any, to be added in cash to the
next ensuing mandatory sinking fund payment, and will also deliver to the
Trustee any Securities to be so delivered and credited.  If such Officers’ Certificate shall specify
an optional amount to be added in cash to the next ensuing mandatory sinking
fund payment, the Company shall thereupon be obligated to pay the amount
therein specified.  Not less than 30 days
before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 11.3 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 11.4.  Such notice having
been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 11.6 and 11.7.


 


ARTICLE
THIRTEEN

REPAYMENT AT THE OPTION OF HOLDERS


 


Section 13.1         Applicability of Article.


 


Repayment of Securities of
any series before their Stated Maturity at the option of Holders thereof shall
be made in accordance with the terms of such Securities, if any, and (except as
otherwise specified by the terms of such series established pursuant to
Section 3.1) in accordance with this Article.


 


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Section 13.2         Repayment of Securities.


 


Securities of any series
subject to repayment in whole or in part at the option of the Holders thereof
will, unless otherwise provided in the terms of such Securities, be repaid at a
price equal to the principal amount thereon, together with interest, if any,
thereof accrued to the Repayment Date specified in or pursuant to the terms of
such Securities.  The Company covenants
that on or before the Repayment Date it will deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 10.3) an amount of money in the
currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 3.1 for the Securities of such
series) sufficient to pay the principal (or, if so provided by the terms of the
Securities of any series, a percentage of the principal) of, and (except if the
Repayment Date shall be an Interest Payment Date) accrued interest on, all the
Securities or portions thereof, as the case may be, to be repaid on such date.


 


Section 13.3         Exercise of Option.


 


Securities of any series
subject to repayment at the option of the Holders thereof will contain an
Option to Elect Repayment’ form on the reverse of such Securities.  In order for any Security to be repaid at the
option of the Holder, the Trustee must receive at the Place of Payment therefor
specified in the terms of such Security (or at such other place or places of
which the Company shall from time to time notify the Holders of such
Securities) not earlier than 60 days nor later than 30 days prior to the
Repayment Date (1) the Security so providing for such repayment together
with the “Option to Elect Repayment’ form on the reverse thereof duly completed
by the Holder (or by the Holder’s attorney duly authorized in writing) or
(2) a telegram, telex, facsimile transmission or a letter from a member of
a national securities exchange, or the Financial Industry Regulatory Authority,
Inc.  (“FINRA”), or a commercial bank or
trust company in the United States setting forth the name of the Holder of the
Security, the principal amount of the Security, the principal amount of the
Security to be repaid, the CUSIP number, if any, or a description of the tenor
and terms of the Security, a statement that the option to elect repayment is
being exercised thereby and a guarantee that the Security to be repaid,
together with the duly completed form entitled “Option to Elect Repayment’ on
the reverse of the Security, will be received by the Trustee not later than the
fifth Business Day after the date of such telegram, telex, facsimile
transmission or letter; provided, however, that such telegram, telex, facsimile
transmission or letter shall only be effective if such Security and form duly
completed are received by the Trustee by such fifth Business Day.  If less than the entire principal amount of
such Security is to be repaid in accordance with the terms of such Security,
the principal amount of such Security to be repaid, in increments of the
minimum denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the
portion of the principal amount of such Security surrendered that is not to be
repaid, must be specified.  The principal
amount of any Security providing for repayment at the option of the Holder
thereof may not be repaid in part if, following such repayment, the unpaid
principal amount of such Security would be less than the minimum authorized
denomination of Securities of or within the series of which such Security to be
repaid is a part.  Except as otherwise
may be provided by the terms of any Security providing for repayment at the
option of the Holder thereof, exercise of the repayment option by the Holder
shall be irrevocable unless waived by the Company.


 


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Section 13.4         When Securities Presented for Repayment
Become Due and Payable.


 


If Securities of any series
providing for repayment at the option of the Holders thereof shall have been
surrendered as provided in this Article and as provided by or pursuant to
the terms of such Securities, such Securities or the portions thereof, as the
case may be, to be repaid shall become due and payable and shall be paid by the
Company on the Repayment Date therein specified, and on and after such
Repayment Date (unless the Company shall default in the payment of such
Securities on such Repayment Date) such Securities shall, if the same were
interest- bearing, cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be repaid, except to the extent
provided below, shall be void.  Upon
surrender of any such Security for repayment in accordance with such
provisions, together with all coupons, if any, appertaining thereto maturing
after the Repayment Date, the principal amount of such security so to be repaid
shall be paid by the Company, together with accrued interest, if any, to the
Repayment Date; provided, however, that coupons whose Stated Maturity is on or
prior to the Repayment Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in
Section 10.2) and, unless otherwise specified pursuant to
Section 3.1, only upon presentation and surrender of such coupons; and
provided further that, in the case of Registered Securities, installments of
interest, if any, whose Stated Maturity is on or prior to the Repayment Date
shall be payable (but without interest thereon, unless the Company shall
default in the payment thereof) to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of
Section 3.7.


 


If any Bearer Security
surrendered for repayment shall not be accompanied by all appurtenant coupons
maturing after the Repayment Date, such Security may be paid after deducting
from the amount payable therefor as provided in Section 13.2 an amount
equal to the face amount of all such missing coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they may require to save
each of them and any Paying Agent harmless. 
If thereafter the Holder of such Security shall surrender to the Trustee
or any Paying Agent any such missing coupon in respect of which a deduction
shall have been made as provided in the preceding sentence, such Holder shall
be entitled to receive the amount so deducted; provided, however, that interest
represented by coupons shall be payable only at an office or agency located
outside the United States (except as otherwise provided in Section 10.2)
and, unless otherwise specified as contemplated by Section 3.1, only upon
presentation and surrender of those coupons.


 


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


 


Section 13.5         Securities Repaid in Part.


 


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


 


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ARTICLE
FOURTEEN

DEFEASANCE AND COVENANT DEFEASANCE


 


Section 14.1         Applicability of Article; Company’s
Option to Effect Defeasance or Covenant Defeasance.


 


If, pursuant to
Section 3.1, provision is made for either or both of (a) defeasance
of the Securities of or within a series under Section 14.2 or
(b) covenant defeasance of the Securities of or within a series under
Section 14.3 to be applicable to the Securities of any series, then the
provisions of such Section or Sections, as the case may be, together with
the other provisions of this Article (with such modifications thereto as
may be specified pursuant to Section 3.1 with respect to any Securities),
shall be applicable to such Securities and any coupons appertaining thereto,
and the Company may at its option by Board Resolution, at any time, with
respect to such Securities and any coupons appertaining thereto, elect to
defease such Outstanding Securities and any coupons appertaining thereto
pursuant to Section 14.2 (if applicable) or Section 14.3 (if
applicable) upon compliance with the conditions set forth below in this Article.


 


Section 14.2         Defeasance and Discharge.


 


Upon the Company’s exercise
of the above option applicable to this Section with respect to any
Securities of or within a series, the Company shall be deemed to have been
discharged from its obligations with respect to such Outstanding Securities and
any coupons appertaining thereto on the date the conditions set forth in
Section 14.4 are satisfied (hereinafter, “defeasance”).  For this purpose, such defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Outstanding Securities and any coupons appertaining
thereto, which shall thereafter be deemed to be “Outstanding’ only for the
purposes of Section 14.5 and the other Sections of this Indenture
referred to in clauses (A) and (B) below, and to have satisfied all
of its other obligations under such Securities and any coupons appertaining
thereto and this Indenture insofar as such Securities and any coupons
appertaining thereto are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of such Outstanding Securities and
any coupons appertaining thereto to receive, solely from the trust fund
described in Section 14.4 and as more fully set forth in such Section,
payments in respect of the principal of (and premium or Make-Whole Amount, if
any) and interest, if any, on such Securities and any coupons appertaining
thereto when such payments are due, (B) the Company’s obligations with
respect to such Securities under Sections 3.5, 3.6, 10.2 and 10.3 and with
respect to the payment of Additional Amounts, if any, on such Securities as
contemplated by Section 1.11, (C) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and (D) this Article.  Subject to compliance with this
Article Fourteen, the Company may exercise its option under this
Section notwithstanding the prior exercise of its option under
Section 14.3 with respect to such Securities and any coupons appertaining
thereto.


 


Section 14.3         Covenant Defeasance.


 


Upon the Company’s exercise
of the above option applicable to this Section with respect to any
Securities of or within a series, the Company shall be released from its
obligations under 


 


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Sections 10.4 to 10.8,
inclusive, and, if specified pursuant to Section 3.1, its obligations
under any other covenant, with respect to such Outstanding Securities and any
coupons appertaining thereto on and after the date the conditions set forth in
Section 14.4 are satisfied (hereinafter, “covenant defeasance”), and such
Securities and any coupons appertaining thereto shall thereafter be deemed to
be not “Outstanding’ for the purposes of any direction, waiver, consent or
declaration or Act of Holders (and the consequences of any thereof) in
connection with Sections 10.4 to 10.8, inclusive, or such other covenant,
but shall continue to be deemed “Outstanding’ for all other purposes
hereunder.  For this purpose, such
covenant defeasance means that, with respect to such Outstanding Securities and
any coupons appertaining thereto, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such Section or such other covenant, whether directly or indirectly,
by reason of any reference elsewhere herein to any such Section or such
other covenant or by reason of reference in any such Section or such other
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a default or an Event of Default under
Section 5.1(D) or 501(I) or otherwise, as the case may be, but,
except as specified above, the remainder of this Indenture and such Securities
and any coupons appertaining thereto shall be unaffected thereby.


 


Section 14.4         Conditions to Defeasance or Covenant
Defeasance.


 


The following shall be the
conditions to application of Section 14.2 or Section 14.3 to any
Outstanding Securities of or within a series and any coupons appertaining
thereto:


 


(1)  The Company shall irrevocably have deposited
or caused to be deposited with the Trustee (or another trustee satisfying the
requirements of Section 6.7 who shall agree to comply with the provisions
of this Article Fourteen applicable to it) as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for,
and dedicated solely to, the benefit of the Holders of such Securities and any
coupons appertaining thereto, (1) an amount in such currency, currencies
or currency unit in which such Securities and any coupons appertaining thereto
are then specified as payable at Stated Maturity, or (2) Government
Obligations applicable to such Securities and coupons appertaining thereto
(determined on the basis of the currency, currencies or currency unit in which
such Securities and coupons appertaining thereto are then specified as payable
at Stated Maturity) which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment of principal of (and
premium or Make-Whole Amount, if any) and interest, if any, on such Securities
and any coupons appertaining thereto, money in an amount, or (3) a
combination thereof in an amount, sufficient, without consideration of any
reinvestment of such principal and interest, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge, and which shall be
applied by the Trustee (or other qualifying trustee) to pay and discharge,
(i) the principal of (and premium or Make-Whole Amount, if any) and
interest, if any, on such Outstanding Securities and any coupons appertaining
thereto on the Stated Maturity of such principal or installment of principal or
interest and (ii) any mandatory sinking fund payments or analogous
payments applicable to such Outstanding Securities and any coupons appertaining
thereto on the day on which such payments are due and payable in accordance
with the terms of this Indenture and of such Securities and any coupons
appertaining thereto; provided, that the Trustee shall have been irrevocably 


 


69

















 


instructed to apply such money or the proceeds of such
Government Obligations to said payments with respect to such Securities.  Before such a deposit, the Company may give
to the Trustee, in accordance with Section 11.2 hereof, a notice of its
election to redeem all or any portion of such Outstanding Securities at a
future date in accordance with the terms of the Securities of such series and
Article Eleven hereof, which notice shall be irrevocable.  Such irrevocable redemption notice, if given,
shall be given effect in applying the foregoing.


 


(2)  Such defeasance or covenant defeasance shall
not result in a breach or violation of, or constitute a default under, this
Indenture or any other material agreement or instrument to which the Company is
a party or by which it is bound (and shall not cause the Trustee to have a
conflicting interest pursuant to Section 310(b) of the TIA with
respect to any Security of the Company).


 


(3)  No Event of Default or event which with
notice or lapse of time or both would become an Event of Default with respect
to such Securities and any coupons appertaining thereto shall have occurred and
be continuing on the date of such deposit or, insofar as
Sections 5.1(7) and 5.1(8) are concerned, at any time during the
period ending on the 91st day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until the
expiration of such period).


 


(4)  In the case of an election under
Section 14.2, the Company shall have delivered to the Trustee an Opinion
of Counsel stating that (i) the Company has received from, or there has
been published by, the Internal Revenue Service a ruling, or (ii) since
the date of execution of this Indenture, there has been a change in the
applicable Federal income tax law, in either case to the effect that, and based
thereon such opinion shall confirm that, the Holders of such Outstanding Securities
and any coupons appertaining thereto will not recognize income, gain or loss
for Federal income tax purposes as a result of such defeasance and will be
subject to Federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such defeasance had not occurred.


 


(5)  In the case of an election under
Section 14.3, the Company shall have delivered to the Trustee an Opinion
of Counsel to the effect that the Holders of such Outstanding Securities and
any coupons appertaining thereto will not recognize income, gain or loss for
Federal income tax purposes as a result of such covenant defeasance and will be
subject to Federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such covenant defeasance had not
occurred.


 


(6)  The Company shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent to the defeasance under Section 14.2 or the
covenant defeasance under Section 14.3 (as the case may be) have been
complied with and an Opinion of Counsel to the effect that either (i) as a
result of a deposit pursuant to subsection (A) above and the related
exercise of the Company’s option under Section 14.2 or Section 14.3
(as the case may be) registration is not required under the Investment Company
Act of 1940, as amended, by the Company, with respect to the trust funds
representing such deposit or by the Trustee for such trust funds or
(ii) all necessary registrations under said Act have been effected.


 


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(7)  After the 91st day following the deposit,
the trust funds will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors’ rights
generally.


 


(8)  Notwithstanding any other provisions of this
Section, such defeasance or covenant defeasance shall be effected in compliance
with any additional or substitute terms, conditions or limitations which may be
imposed on the Company in connection therewith pursuant to Section 3.1.


 


Section 14.5         Deposited Money and Government
Obligations to Be Held in Trust; Other Miscellaneous Provisions.


 


Subject to the provisions of
the last paragraph of Section 10.3, all money and Government Obligations
(or other property as may be provided pursuant to Section 3.1) (including
the proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 14.5, the “Trustee”) pursuant to
Section 14.4 in respect of any Outstanding Securities of any series and
any coupons appertaining thereto shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and any coupons
appertaining thereto and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Securities and any coupons
appertaining thereto of all sums due and to become due thereon in respect of
principal (and premium or Make-Whole Amount, if any) and interest and
Additional Amounts, if any, but such money need not be segregated from other
funds except to the extent required by law.


 


Unless otherwise specified
with respect to any Security pursuant to Section 3.1, if, after a deposit
referred to in Section 14.4(1) has been made, (a) the Holder of
a Security in respect of which such deposit was made is entitled to, and does,
elect pursuant to Section 3.1 or the terms of such Security to receive
payment in a currency or currency unit other than that in which the deposit
pursuant to Section 14.4(1) has been made in respect of such
Security, or (b) a Conversion Event occurs in respect of the currency or
currency unit in which the deposit pursuant to Section 14.4(1) has
been made, the indebtedness represented by such Security and any coupons
appertaining thereto shall be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of (and premium
or Make-Whole Amount, if any), and interest, if any, on such Security as the
same becomes due out of the proceeds yielded by converting (from time to time
as specified below in the case of any such election) the amount or other
property deposited in respect of such Security into the currency or currency
unit in which such Security becomes payable as a result of such election or
Conversion Event based on the applicable market exchange rate for such currency
or currency unit in effect on the second Business Day prior to each payment
date, except, with respect to a Conversion Event, for such currency or currency
unit in effect (as nearly as feasible) at the time of the Conversion Event.


 


The Company shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the Government Obligations deposited pursuant to
Section 14.4 or the principal and interest received in respect thereof
other than any such tax, fee or other charge which by law is for the account of
the Holders of such Outstanding Securities and any coupons appertaining
thereto.


 


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Anything in this
Article to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company from time to time upon Company Request any money or Government
Obligations (or other property and any proceeds therefrom) held by it as
provided in Section 14.4 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited to effect a defeasance or covenant
defeasance, as applicable, in accordance with this Article.


 


ARTICLE
FIFTEEN

MEETINGS OF HOLDERS OF SECURITIES


 


Section 15.1         Purposes for Which Meetings May Be
Called.


 


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


 


Section 15.2         Call, Notice and Place of Meetings.


 


(1)  The Trustee may at any time call a meeting
of Holders of Securities of any series for any purpose specified in
Section 15.1, to be held at such time and at such place in the Borough of
Manhattan, The City of New York, or in London, as the Trustee shall
determine.  Notice of every meeting of
Holders of Securities of any series, setting forth the time and the place of
such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section 1.6, not less
than 21 nor more than 180 days prior to the date fixed for the meeting.


 


(2)  In case at any time the Company, pursuant to
a Board Resolution, or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified
in Section 15.1, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have made
the first publication of the notice of such meeting within 21 days after
receipt of such request or shall not thereafter proceed to cause the meeting to
be held as provided herein, then the Company or the Holders of Securities of
such series in the amount above specified, as the case may be, may determine
the time and the place for such meeting and may call such meeting for such
purposes by giving notice thereof as provided in subsection (1) of this
Section.


 


Section 15.3         Persons Entitled to Vote at Meetings.


 


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


 


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Section 15.4         Quorum; Action.


 


The Persons entitled to vote
a majority in principal amount of the Outstanding Securities of a series shall
constitute a quorum for a meeting of Holders of Securities of such series;
provided, however, that if any action is to be taken at such meeting with
respect to a consent or waiver which this Indenture expressly provides may be
given by the Holders of not less than a specified percentage in principal
amount of the Outstanding Securities of a series, the Persons entitled to vote
such specified percentage in principal amount of the Outstanding Securities of
such series shall constitute a quorum.  In the absence of a quorum within 30 minutes
after the time appointed for any such meeting, the meeting shall, if convened
at the request of Holders of Securities of such series, be dissolved.  In any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the chairman
of the meeting prior to the adjournment of such meeting.  In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. 
Notice of the reconvening of any adjourned meeting shall be given as
provided in Section 15.2(1), except that such notice need be given only
once not less than five days prior to the date on which the meeting is
scheduled to be reconvened.  Notice of
the reconvening of any adjourned meeting shall state expressly the percentage,
as provided above, of the principal amount of the Outstanding Securities of
such series which shall constitute a quorum.


 


Except as limited by the
proviso to Section 9.2, any resolution presented to a meeting or adjourned
meeting duly reconvened at which a quorum is present as aforesaid may be
adopted by the affirmative vote of the Holders of a majority in principal
amount of the Outstanding Securities of that series; provided, however, that,
except as limited by the proviso to Section 9.2, any resolution with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Securities of a series may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of that
series.


 


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


 


Notwithstanding the
foregoing provisions of this Section 15.4, if any action is to be taken at
a meeting of Holders of Securities of any series with respect to any request,
demand, authorization, direction, notice, consent, waiver or other action that
this Indenture expressly provides may be made, given or taken by the Holders of
a specified percentage in principal amount of all Outstanding Securities
affected thereby, or of the Holders of such series and one or more additional
series;


 


(1)  there shall be no minimum quorum requirement
for such meeting; and


 


(2)  the principal amount of the Outstanding
Securities of such series that vote in favor of such request, demand,
authorization, direction, notice, consent, waiver or other action shall be
taken 


 


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into account in determining whether such request,
demand, authorization, direction, notice, consent, waiver or other action has
been made, given or taken under this Indenture.


 


Section 15.5         Determination of Voting Rights; Conduct
and Adjournment of Meetings.


 


(1)  Notwithstanding any provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders of Securities of a series in regard to
proof of the holding of Securities of such series and of the appointment of
proxies and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall deem appropriate.  Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 1.4 and the
appointment of any proxy shall be proved in the manner specified in
Section 1.4 or by having the signature of the Person executing the proxy
witnessed or guaranteed by any trust company, bank or banker authorized by
Section 1.4 to certify to the holding of Bearer Securities.  Such regulations may provide that written
instruments appointing proxies, regular on their face, may be presumed valid
and genuine without the proof specified in Section 1.4 or other proof.


 


(2)  The Trustee shall, by an instrument in
writing, appoint a temporary chairman of the meeting, unless the meeting shall
have been called by the Company or by Holders of Securities as provided in
Section 15.2(2), in which case the Company or the Holders of Securities of
or within the series calling the meeting, as the case may be, shall in like
manner appoint a temporary chairman.  A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.


 


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


 


(4)  Any meeting of Holders of Securities of any
series duly called pursuant to Section 15.2 at which a quorum is present
may be adjourned from time to time by Persons entitled to vote a majority in
principal amount of the Outstanding Securities of such series represented at
the meeting, and the meeting may be held as so adjourned without further
notice.


 


Section 15.6         Counting Votes and Recording Action of
Meetings.


 


The vote upon any resolution
submitted to any meeting of Holders of Securities of any series shall be by
written ballots on which shall be subscribed the signatures of the Holders of
Securities of such series or of their representatives by proxy and the
principal amounts and serial numbers of the Outstanding Securities of such series
held or represented by them.  The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the 


 


74

















 


secretary of the meeting
their verified written reports in duplicate of all votes cast at the
meeting.  A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the fact, setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 15.2 and, if
applicable, Section 15.4.  Each copy
shall be signed and verified by the affidavits of the permanent chairman and
secretary of the meeting and one such copy shall be delivered to the Company
and another to the Trustee to be preserved by the Trustee, the latter to have
attached thereto the ballots voted at the meeting.  Any record so signed and verified shall be
conclusive evidence of the matters therein stated.


 


Section 15.7         Evidence of Action Taken by Holders.


 


Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by a specified percentage in principal
amount of the Holders of any or all series may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such specified
percentage of Holders in person or by agent duly appointed in writing; and,
except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the
Trustee.  Proof of execution of any
instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Indenture and (subject to Article Six) conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
Article.


 


Section 15.8         Proof of Execution of Instruments.


 


Subject to Article Six,
the execution of any instrument by a Holder or his agent or proxy may be proved
in accordance with such reasonable rules and regulations as may be
prescribed by the Trustee or in such manner as shall be satisfactory to the
Trustee.


 


ARTICLE
SIXTEEN

SUBORDINATION


 


Section 16.1         Agreement to Subordinate.


 


The Company agrees, and each
Holder by accepting a Security agrees, that the indebtedness evidenced by the
Securities is subordinated in right of payment, to the extent and in the manner
provided in this Article, to the prior payment in full of all Senior Debt and
that the subordination is for the benefit of the holders of Senior Debt.


 


Section 16.2         Liquidation; Dissolution; Bankruptcy.


 


Upon any distribution to
creditors of the Company in a liquidation or dissolution of the Company or in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or its property:


 


(1)  holders of Senior Debt shall be entitled to
receive payment in full in cash of the principal of and interest (including
interest accruing after the commencement of any such proceeding) to the 


 


75














 


date of payment on the Senior Debt before Holders
shall be entitled to receive any payment of principal of or interest on
Securities;


 


(2)  until the Senior Debt is paid in full in
cash, any distribution to which Holders would be entitled but for this Article shall
be made to holders of Senior Debt as their interests may appear, except that
Holders may receive securities that are subordinated to Senior Debt to at least
the same extent as the Securities; and


 


(3)  the Trustee is entitled to rely upon an order
or decree of a court of competent jurisdiction or a certificate of a bankruptcy
trustee or other similar official for the purpose of ascertaining the persons
entitled to participate in such distribution, the holders of Senior Debt and
other Company debt, the amount thereof or payable thereon and all other
pertinent facts relating to the Trustee’s obligations under this
Article Sixteen.


 


Section 16.3         Default on Senior Debt.


 


The Company may not pay
principal of or interest on the Securities and may not acquire any Securities
for cash or property other than capital stock of the Company if:


 


(1)  a default on Senior Debt occurs and is
continuing that permits holders of such Senior Debt to accelerate its maturity,
and


 


(2)  the default is the subject of judicial
proceedings or the Company receives a notice of the default from a person who
may give it pursuant to Section 16.11. 
If the Company receives any such notice, a similar notice received
within nine months thereafter relating to the same default on the same issue of
Senior Debt shall not be effective for purposes of this Section.


 


The Company may resume
payments on the Securities and may acquire them when:


 


(3)  the default is cured or waived, or


 


(4)  120 days pass after the notice is given if
the default is not the subject of judicial proceedings, if this
Article otherwise permits the payment or acquisition at that time.


 


Section 16.4         Acceleration of Securities.


 


If payment of the Securities
is accelerated because of an Event of Default, the Company shall promptly
notify holders of Senior Debt of the acceleration.  The Company may pay the Securities when 120
days pass after the acceleration occurs if this Article permits the
payment at that time.


 


Section 16.5         When Distribution Must Be Paid Over.


 


If a distribution is made to
Holders that because of this Article should not have been made to them,
the Holders who receive the distribution shall hold it in trust for holders of
Senior Debt and pay it over to them as their interests may appear.


 


76

















 


Section 16.6         Notice by the Company


 


The Company shall promptly
notify the Trustee and any Paying Agent of any facts known to the Company that
would cause a payment of principal of or interest on Securities to violate this
Article.


 


Section 16.7         Subrogation.


 


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


 


Section 16.8         Relative Rights.


 


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


 


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


 


(2)  affect the relative rights of Holders and
creditors of the Company other than holders of Senior Debt; or


 


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


 


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


 


Section 16.9         Subordination May Not Be Impaired
by the Company


 


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


 


Section 16.10       Distribution or Notice to Representative.


 


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


 


Section 16.11       Rights of Trustee and Paying Agent.


 


The Trustee or any Paying
Agent may continue to make payments on the Securities until it receives written
notice of facts that would cause a payment of principal of or interest on the 


 


77

















 


Securities to violate this
Article.  Only the Company, a
Representative or a holder of an issue of Senior Debt that has no
Representative may give the written notice.


 


The Trustee has no fiduciary
duty to the holders of Senior Debt other than as created under this
Indenture.  The Trustee in its individual
or any other capacity may hold Senior Debt with the same rights it would have
if it were not Trustee.


 


The Company’s obligation to
pay, and the Company’s payment of, the Trustee’s fees pursuant to
Section 6.6 are excluded from the operation of this Article Sixteen.


 


* * * * *


 


78

















 


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


 


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


 


	
  A.M. CASTLE & CO.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
				



 


STATE OF
      


 


CITY OF
      


 


The foregoing instrument was
acknowledged before me in the City of
                            ,
State of              ,
by
                                    ,
                                        
of A.M. Castle & Co., a Maryland corporation, on behalf of the
corporation.


 


My commission
expires                                    .

Notary Public


 


STATE OF CITY        


 


COUNTY OF        


 


The foregoing instrument was
acknowledged before me in the City/County of
                      ,
State of           , by
                      ,
                                of
                        ,
a
                      
corporation, on behalf of the corporation.


 


My commission expires
                                    .

Notary Public


 


79

















 


EXHIBIT
A


 


FORMS OF CERTIFICATION


 


A-1

















 


EXHIBIT
A-1


 


FORM OF
CERTIFICATE TO BE GIVEN BY PERSON ENTITLED

TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST

PAYABLE PRIOR TO THE EXCHANGE DATE


 


CERTIFICATE


 


[Insert title
or sufficient description of Securities to be delivered]


 


This is to certify that, as
of the date hereof, and except as set forth below, the above-captioned
Securities held by you for our account (i) are owned by
person(s) that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the income
of which is subject to United States federal income taxation regardless of its
source (“United States person(s)”), (ii) are owned by United States
person(s) that are (a) foreign branches of United States financial
institutions (financial institutions, as defined in United States Treasury
Regulations Section 1.165-12(c)(1)(v) are herein referred to as
“financial institutions”) purchasing for their own account or for resale, or
(b) United States person(s) who acquired the Securities through
foreign branches of United States financial institutions and who hold the
Securities through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such United States financial
institution hereby agrees, on its own behalf or through its agent, that you may
advise Property Company of America or its agent that such financial institution
will provide a certificate within a reasonable time stating that it agrees to
comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the United States Internal Revenue Code of 1986, as amended, and
the regulations thereunder), or (iii) are owned by a financial institution
for purposes of resale during the restricted period (as defined in United
States Treasury Regulations Section 1.163- 5(c)(2)(i)(D)(7)), and, such
financial institution described in clause (iii) above (whether or not also
described in clause (i) or (ii)), certifies that it has not acquired the
Securities for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.


 


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


 


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


 


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


 


A-1 (1)

















 


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


 


 


	
  Dated:                ,
  20    

  	
   

  
	
   

  	
   

  
	
  [To
  be dated no earlier than the 15th day

  
	
  prior
  to the earlier of (i) the Exchange Date or

  
	
  (ii) the
  relevant Interest Payment Date occurring

  
	
  prior
  to the Exchange Date, as applicable]

  
	
   

  
	
   

  	
   

  
	
  [Name
  of Person Making Certification]

  	
   

  
	
   

  	
   

  
	
  (Authorized
  Signator)

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


A-1 (2)

















 


EXHIBIT
A-2


 


FORM OF
CERTIFICATE TO BE GIVEN BY EUROCLEAR

AND CLEARSTREAM IN CONNECTION WITH THE EXCHANGE OF

A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO

OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE


 


CERTIFICATE


 


[Insert title
or sufficient description of Securities to be delivered]


 


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


 


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


 


We further certify that
(i) we are not making available herewith for exchange (or, if relevant,
collection of any interest) any portion of the temporary global Security
representing the above-captioned Securities excepted in the above-referenced
certificates of Member Organizations and (ii) as of the date hereof we
have not received any notification from any of our Member Organizations to the
effect that the statements made by such Member Organizations with respect to
any portion of the part submitted herewith for exchange (or, if relevant,
collection of any interest) are no longer true and cannot be relied upon as of
the date hereof.


 


A-2 (1)

















 


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


 


	
  Dated:                ,
  20    

  	
   

  
	
   

  	
   

  
	
  [To
  be dated no earlier than the earlier of

  
	
  the
  Exchange Date or the relevant Interest

  
	
  Payment
  Date occurring prior to the

  
	
  Exchange
  Date, as applicable]

  
	
   

  	
   

  
	
  [Euroclear
  Bank, S.A./N.V.,] as Operator of the Euroclear System [Clearstream Banking,
  S.A.]

  
	
   

  	
   

  
	
  By:
  

  	
                                                        

  	
   

  
			



 


A-2 (2)














 


	
  REGISTERED

  	
   

  	
  PRINCIPAL
  AMOUNT NO.:

  
	
  $

  	
   

  	
   

  
	
  CUSIP
  NO.:

  	
   

  	
   

  



 


A.M.
CASTLE & CO.


 


[Designation
of Subordinated Security]


 


A.M. Castle & Co.,
a Maryland corporation (hereinafter called the “Corporation,’ which term shall
include any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to , or registered assigns, upon
presentation, the principal sum of
                
DOLLARS on and to pay interest on the outstanding principal amount thereon from
                      ,
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semi-annually in arrears on
                    
and in each year, commencing
                      ,
at the rate of _% per annum, until the entire principal amount hereof is paid
or made available for payment.  The
interest so payable, and punctually paid or duly provided for on any Interest
Payment Date will, as provided in the Indenture, be paid to the Person in whose
name this Subordinated Security (or one or more Predecessor Subordinated
Securities) is registered at the close of business on the Regular Record Date
for such interest which shall be the
                    
or
                    
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date.  Any such interest
not so punctually paid or duly provided for shall forthwith cease to be payable
to the Holder on such Regular Record Date, and may either be paid to the Person
in whose name this Subordinated Security (or one or more Predecessor
Subordinated Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Subordinated Securities of
this series not more than 15 days and not less than 10 days prior to such
Special Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Subordinated Securities may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture.  Payment of the principal of, Make-Whole
Amount, if any, on, and interest on this Subordinated Security will be made at
the office or agency of the Corporation maintained for that purpose in the City
of
                  ,
State of                   ,
or elsewhere as provided in the Indenture, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the
Corporation payment of interest may be made by (i) check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register kept for the Subordinated Securities pursuant to
Section 3.5 of the Indenture (the “Security Register”) or
(ii) transfer to an account of the Person entitled thereto located inside
the United States.


 


This Subordinated Security
is one of a duly authorized issue of securities of the Corporation (herein
called the “Subordinated Securities”), issued and to be issued in one or more
series under an Indenture, dated as of
                      ,
20     (herein called the “Indenture”), between the
Corporation and
                        
(herein called the “Trustee,” which term includes any successor trustee under
the Indenture with respect to the Subordinated Securities), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Corporation, the Trustee and 

















 


the Holders of the
Subordinated Securities and of the terms upon which the Subordinated Securities
are, and are to be, authenticated and delivered.  This Subordinated Security is one of the
series designated as the “[designation of Subordinated Securities],’ limited in
aggregate principal amount to $               .


 


The Subordinated Securities
may be redeemed at any time at the option of the Corporation, in whole or in
part, upon notice of not more than 60 nor less than 30 days prior to the
Redemption Date, at a redemption price equal to the sum of (i) the
principal amount of the Subordinated Securities being redeemed plus accrued
interest thereon to the Redemption Date and (ii) the Make-Whole Amount, if
any, with respect to such Subordinated Securities.


 


The following definitions
apply with respect to any redemption of the Subordinated Securities of this
series at the option of the Corporation:


 


“Make-Whole Amount” means,
in connection with any optional redemption or accelerated payment of any
Subordinated Security, the excess, if any, of (i) the aggregate present
value as of the date of such redemption or accelerated payment of each dollar
of principal being redeemed or paid and the amount of interest (exclusive of
any interest accrued to the date of redemption or accelerated payment) that
would have been payable in respect of such dollar if such redemption or
accelerated payment had not been made, determined by discounting, on a
semiannual basis, such principal and interest at the Reinvestment Rate
(determined on the third Business Day preceding the date such notice of
redemption is given or declaration of acceleration is made) from the respective
dates on which such principal and interest would have been payable if such
redemption or accelerated payment had not been made, over (ii) the
aggregate principal amount of the Subordinated Securities being redeemed or
paid.


 


“Reinvestment Rate” means
..25% (one-fourth of one percent) plus the arithmetic mean of the yields under
the respective headings “This Week” and “Last Week” published in the
Statistical Release under the caption “Treasury Constant Maturities” for the
maturity (rounded to the nearest month) corresponding to the remaining life to
maturity, as of the payment date of the principal being redeemed or paid.  If no maturity exactly corresponds to such
maturity, yields for the two published maturities most closely corresponding to
such maturity shall be calculated pursuant to the immediately preceding
sentence and the Reinvestment Rate shall be interpolated or extrapolated from
such yields on a straight-line basis, rounding in each of such relevant periods
to the nearest month.  For the purposes
of calculating the Reinvestment Rate, the most recent Statistical Release
published prior to the date of determination of the Make-Whole Amount shall be
used.


 


“Statistical Release” means
the statistical release designated “H.15 (519)” or any successor publication
which is published weekly by the Federal Reserve System and which establishes
yields on actively traded United States government securities adjusted to
constant maturities or, if such statistical release is not published at the
time of any determination under the Indenture, then such other reasonably
comparable index which shall be designated by the Corporation.


 


The Indenture contains
provisions for defeasance at any time of (a) the entire indebtedness of
the Corporation on this Subordinated Security and (b) certain restrictive
covenants and the related defaults and Events of Default applicable to the
Corporation, in each case, upon compliance by 


 


2

















 


the Corporation with certain
conditions set forth in the Indenture, which provisions apply to this
Subordinated Security.


 


If an Event of Default with
respect to the Subordinated Securities shall occur and be continuing, the
principal of, and the Make-Whole Amount, if any, on, the Subordinated
Securities may be declared due and payable in the manner and with the effect
provided in the Indenture.


 


As provided in and subject
to the provisions of the Indenture, the Holder of this Subordinated Security
shall not have the right to institute any proceeding with respect to the
Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the
Subordinated Securities, the Holders of not less than 25% in principal amount
of the Subordinated Securities at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity and the Trustee
shall not have received from the Holders of a majority in principal amount of
the Subordinated Securities at the time Outstanding a direction inconsistent
with such request, and shall have failed to institute any such proceeding for
60 days after receipt of such notice, request and offer of indemnity.  The foregoing shall not apply to any suit
instituted by the Holder of this Subordinated Security for the enforcement of
any payment of principal hereof or any interest on or after the respective due
dates expressed herein.


 


The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Corporation and the rights of
the Holders of the Subordinated Securities under the Indenture at any time by
the Corporation and the Trustee with the consent of the Holders of not less
than a majority in principal amount of the Outstanding Subordinated Securities.  The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the
Subordinated Securities at the time Outstanding, on behalf of the Holders of
all Subordinated Securities, to waive compliance by the Corporation with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any
such consent or waiver by the Holder of this Subordinated Security shall be
conclusive and binding upon such Holder and upon all future Holders of this
Subordinated Security and of any Subordinated Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this
Subordinated Security.


 


No reference herein to the Indenture
and no provision of this Subordinated Security or of the Indenture shall alter
or impair the obligation of the Corporation, which is absolute and
unconditional, to pay the principal of, Make-Whole Amount, if any, on, and
interest on this Subordinated Security at the times, place and rate, and in the
coin or currency, herein prescribed.


 


As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this
Subordinated Security is registrable in the Security Register, upon surrender
of this Subordinated Security for registration of transfer at the office or
agency of the Corporation in any Place of Payment where the principal of,
Make-Whole Amount, if any, on, and interest on this Subordinated Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Corporation and the Security Registrar for the
Subordinated Securities (the “Security Registrar’ duly executed by, the Holder
hereof or his 


 


3

















 


attorney duly authorized in
writing, and thereupon one or more new Subordinated Securities of this series,
of authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.


 


The Subordinated Securities
of this series are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof.  As provided in the Indenture and subject to
certain limitations therein set forth, Subordinated Securities of this series
are exchangeable for a like aggregate principal amount of Subordinated
Securities of this series of a different authorized denomination, as requested
by the Holder surrendering the same.


 


No service charge shall be
made for any such registration of transfer or exchange, but the Corporation may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


 


Prior to due presentment of
this Subordinated Security for registration of transfer, the Corporation, the
Trustee and any agent of the Corporation or the Trustee may treat the Person in
whose name this Subordinated Security is registered as the owner hereof for all
purposes, whether or not this Subordinated Security be overdue, and neither the
Corporation, the Trustee nor any such agent shall be affected by notice to the
contrary.


 


The Holder of this
Subordinated Security by the acceptance thereof agrees that the indebtedness
evidenced by this Subordinated Security is subordinated in right of payment, to
the extent and in the manner provided in Article Sixteen of the Indenture,
to the prior payment in full of all Senior Debt and that the subordination is
for the benefit of the holders of Senior Debt. 
The Holder hereof authorizes and directs the Trustee on his behalf to
take such action as may be necessary or appropriate to effect such
subordination as provided in the Indenture and appoints the Trustee his
attorney-in-fact for such purpose. 
“Senior Debt” is defined in the Indenture as the principal of and
interest on, or substantially similar payments to be made by the Corporation in
respect of, the following, whether outstanding at the date of execution of this
Indenture or thereafter incurred, created or assumed: (a) indebtedness of
the Corporation for money borrowed or represented by purchase-money
obligations, (b) indebtedness of the Corporation evidenced by notes,
debentures, or bonds, or other securities issued under the provisions of an
indenture, fiscal agency agreement or other instrument, (c) obligations of
the Corporation as lessee under leases of property either made as part of any
sale and lease-back transaction to which the Corporation is a party or
otherwise, (d) indebtedness of partnerships and joint ventures which is
included in the Corporation’s consolidated financial statements,
(e) indebtedness, obligations and liabilities of others in respect of
which the Corporation is liable contingently or otherwise to pay or advance
money or property or as guarantor, endorser or otherwise or which the
Corporation has agreed to purchase or otherwise acquire, and (f) any
binding commitment of the Corporation to fund any real estate investment or to
fund any investment in any entity making such real estate investment; but
excluding, however, (1) any such indebtedness, obligation or liability
referred to in clauses (a) through (f) above as to which, in the
instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is provided that such indebtedness, obligation or liability is
not superior in right of payment to the Subordinated Securities, or ranks pari
passu with the Subordinated Securities, (2) any such indebtedness,
obligation or liability which is subordinated to indebtedness of the
Corporation to substantially the same extent as or to a greater extent than the
Subordinated Securities are subordinated and (3) the Subordinated
Securities.  As used in the 


 


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preceding sentence the term
“purchase-money obligations’ shall mean indebtedness or obligations evidenced
by a note, debenture, bond or other instrument (whether or not secured by any
lien or other security interest but excluding indebtedness or obligations for
which response is limited to the property purchased) issued or assumed as all
or a part of the consideration for the acquisition of property, whether by
purchase, merger, consolidation or otherwise, but shall not include any trade
accounts payable.  A distribution may
consist of cash, securities or other property.


 


No recourse under or upon
any obligation, covenant or agreement contained in the Indenture or in this
Subordinated Security, or because of any indebtedness evidenced thereby, shall
be had against any promoter, as such or, against any past, present or future
shareholder, officer or director, as such, of the Corporation or of any
successor, either directly or through the Corporation or any successor, under
any rule of law, statute or constitutional provision or by the enforcement
of any assessment or by any legal or equitable proceeding or otherwise, all
such liability being expressly waived and released by the acceptance of this
Senior Security by the Holder thereof and as part of the consideration for the
issue of the Subordinated Securities.


 


All terms used in this
Subordinated Security which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.


 


THE INDENTURE AND THE
SUBORDINATED SECURITIES, INCLUDING THIS SUBORDINATED SECURITY, SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.


 


Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Corporation has caused “CUSIP” numbers to be printed on the Subordinated
Securities as a convenience to the Holders of the Subordinated Securities.  No representation is made as to the
correctness or accuracy of such CUSIP numbers as printed on the Subordinated
Securities, and reliance may be placed only on the other identification numbers
printed hereon.


 


Unless the certificate of
authentication hereon has been executed by or on behalf of the Trustee by
manual signature, this Subordinated Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.


 


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IN WITNESS WHEREOF, the
Corporation has caused this instrument to be duly executed under its corporate
seal this day of
                .


 


	
  A.M.
  CASTLE & CO.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  [SEAL]

  	
   

  
				



 


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