EXHIBIT
4.1


 


EXECUTION
COPY


 


 


JETBLUE AIRWAYS
CORPORATION,


as Issuer


 


and


 


WILMINGTON TRUST COMPANY,

as Trustee


 


 










 


INDENTURE


 


Dated as of March 16, 2005


 










 


 


DEBT SECURITIES


 





















 


CROSS REFERENCE TABLE


Reconciliation and tie between Trust Indenture Act of 1939
and Indenture


 


	
  Trust Indenture Act Section

  	
   

  	
  Indenture
  Section

  
	
   

  	
   

  	
   

  	
   

  
	
  § 310

  	
  (a)(1)

  	
   

  	
  607(a)

  
	
   

  	
  (a)(2)

  	
   

  	
  607(a)

  
	
   

  	
  (b)

  	
   

  	
  604, 608(d)(1)

  
	
  § 311

  	
   

  	
   

  	
  101(a)(2), 604

  
	
  § 312

  	
  (a)

  	
   

  	
  701

  
	
   

  	
  (c)

  	
   

  	
  701

  
	
  § 313

  	
   

  	
   

  	
  101

  
	
  § 313

  	
  (a)

  	
   

  	
  702

  
	
   

  	
  (c)

  	
   

  	
  601, 702

  
	
  § 314

  	
  (a)

  	
   

  	
  703

  
	
   

  	
  (a)(4)

  	
   

  	
  1005

  
	
   

  	
  (c)(1)

  	
   

  	
  102

  
	
   

  	
  (c)(2)

  	
   

  	
  102

  
	
   

  	
  (e)

  	
   

  	
  102

  
	
  § 315

  	
  (a)

  	
   

  	
  303, 602

  
	
   

  	
  (b)

  	
   

  	
  303, 601, 602

  
	
   

  	
  (c)

  	
   

  	
  303, 602

  
	
   

  	
  (d)

  	
   

  	
  303, 602

  
	
   

  	
  (e)

  	
   

  	
  608(d)

  
	
  § 316

  	
  (a) (last
  sentence)

  	
   

  	
  101

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  502, 512

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  513

  
	
   

  	
  (b)

  	
   

  	
  508

  
	
   

  	
  (c)

  	
   

  	
  104(e)

  
	
  § 317

  	
  (a)(1)

  	
   

  	
  503

  
	
   

  	
  (a)(2)

  	
   

  	
  504

  
	
  § 318

  	
  (a)

  	
   

  	
  111

  
	
   

  	
  (c)

  	
   

  	
  111

  



 










NOTE:    This
cross-reference table shall not, for any purpose, be deemed to be a part of the
Indenture.


 





















 


TABLE OF CONTENTS


 


	
  ARTICLE ONE

  	
   

  
	
   

  	
   

  
	
  DEFINITIONS AND OTHER PROVISIONS OF GENERAL
  APPLICATION

  	
   

  
	
   

  	
   

  
	
  SECTION 101.
  Definitions

  	
   

  
	
  SECTION 102.
  Compliance Certificates and Opinions

  	
   

  
	
  SECTION 103.
  Form of Documents Delivered to Trustee

  	
   

  
	
  SECTION 104.
  Acts of Holders

  	
   

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

  	
   

  
	
  SECTION 106.
  Notice to Holders; Waiver

  	
   

  
	
  SECTION 107.
  Effect of Headings and Table of Contents

  	
   

  
	
  SECTION 108.
  Successors and Assigns

  	
   

  
	
  SECTION 109.
  Separability Clause

  	
   

  
	
  SECTION 110.
  Benefits of Indenture

  	
   

  
	
  SECTION 111.
  Governing Law

  	
   

  
	
  SECTION 112.
  Legal Holidays

  	
   

  
	
   

  	
   

  
	
  ARTICLE TWO

  	
   

  
	
   

  	
   

  
	
  SECURITIES FORMS

  	
   

  
	
   

  	
   

  
	
  SECTION 201.
  Forms of Securities

  	
   

  
	
  SECTION 202.
  Form of Trustee’s Certificate of Authentication

  	
   

  
	
  SECTION 203.
  Securities Issuable in Global Form

  	
   

  
	
   

  	
   

  
	
  ARTICLE THREE

  	
   

  
	
   

  	
   

  
	
  THE SECURITIES

  	
   

  
	
   

  	
   

  
	
  SECTION 301.
  Amount Unlimited; Issuable in Series

  	
   

  
	
  SECTION 302.
  Denominations

  	
   

  
	
  SECTION 303.
  Execution, Authentication, Delivery and Dating

  	
   

  
	
  SECTION 304.
  Temporary Securities

  	
   

  
	
  SECTION 305.
  Registration, Registration of Transfer and Exchange

  	
   

  
	
  SECTION 306.
  Mutilated, Destroyed, Lost and Stolen Securities

  	
   

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

  	
   

  
	
  SECTION 308.
  Optional Extension of Maturity

  	
   

  
	
  SECTION 309.
  Persons Deemed Owners

  	
   

  
	
  SECTION 310.
  Cancellation

  	
   

  
	
  SECTION 311.
  Computation of Interest

  	
   

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

  	
   

  
	
  SECTION 313.
  Appointment and Resignation of Successor Exchange Rate Agent

  	
   

  
	
  SECTION 314.
  CUSIP Numbers

  	
   

  



 





















 


	
  ARTICLE FOUR

  	
   

  
	
   

  	
   

  
	
  SATISFACTION AND DISCHARGE

  	
   

  
	
   

  	
   

  
	
  SECTION 401.
  Satisfaction and Discharge of Indenture

  	
   

  
	
  SECTION 402.
  Application of Trust Funds

  	
   

  
	
   

  	
   

  
	
  ARTICLE FIVE

  	
   

  
	
   

  	
   

  
	
  REMEDIES

  	
   

  
	
   

  	
   

  
	
  SECTION 501.
  Events of Default

  	
   

  
	
  SECTION 502.
  Acceleration of Maturity; Rescission and Annulment

  	
   

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

  	
   

  
	
  SECTION 504.
  Trustee May File Proofs of Claim

  	
   

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

  	
   

  
	
  SECTION 506.
  Application of Money Collected

  	
   

  
	
  SECTION 507. Limitation on Suits

  	
   

  
	
  SECTION 508.
  Unconditional Right of Holders to Receive Principal, Premium and Interest

  	
   

  
	
  SECTION 509.
  Restoration of Rights and Remedies

  	
   

  
	
  SECTION 510.
  Rights and Remedies Cumulative

  	
   

  
	
  SECTION 511.
  Delay or Omission Not Waiver

  	
   

  
	
  SECTION 512.
  Control by Holders of Securities

  	
   

  
	
  SECTION 513.
  Waiver of Past Defaults

  	
   

  
	
  SECTION 514.
  Waiver of Stay or Extension Laws

  	
   

  
	
   

  	
   

  
	
  ARTICLE SIX

  	
   

  
	
   

  	
   

  
	
  THE TRUSTEE

  	
   

  
	
   

  	
   

  
	
  SECTION 601.
  Notice of Defaults

  	
   

  
	
  SECTION 602.
  Certain Rights of Trustee

  	
   

  
	
  SECTION 603.
  Not Responsible for Recitals or Issuance of Securities

  	
   

  
	
  SECTION 604.
  May Hold Securities

  	
   

  
	
  SECTION 605.
  Money Held in Trust

  	
   

  
	
  SECTION 606.
  Compensation and Reimbursement

  	
   

  
	
  SECTION 607.
  Corporate Trustee Required; Eligibility

  	
   

  
	
  SECTION 608.
  Resignation and Removal; Appointment of Successor

  	
   

  
	
  SECTION 609.
  Acceptance of Appointment by Successor

  	
   

  
	
  SECTION 610.
  Merger, Conversion, Consolidation or Succession to Business

  	
   

  
	
  SECTION 611.
  Appointment of Authenticating Agent

  	
   

  



 


ii





















 


	
  ARTICLE SEVEN

  	
   

  
	
   

  	
   

  
	
  HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

  	
   

  
	
   

  	
   

  
	
  SECTION 701.
  Disclosure of Names and Addresses of Holders

  	
   

  
	
  SECTION 702.
  Reports by Trustee

  	
   

  
	
  SECTION 703.
  Reports by Company

  	
   

  
	
  SECTION 704.
  Calculation of Original Issue Discount

  	
   

  
	
   

  	
   

  
	
  ARTICLE EIGHT

  	
   

  
	
   

  	
   

  
	
  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

  	
   

  
	
   

  	
   

  
	
  SECTION 801.
  Company May Consolidate, Etc., Only on Certain Terms

  	
   

  
	
  SECTION 802.
  Successor Person Substituted

  	
   

  
	
   

  	
   

  
	
  ARTICLE NINE

  	
   

  
	
   

  	
   

  
	
  SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  
	
  SECTION 901.
  Supplemental Indentures Without Consent of Holders

  	
   

  
	
  SECTION 902.
  Supplemental Indentures with Consent of Holders

  	
   

  
	
  SECTION 903.
  Execution of Supplemental Indentures

  	
   

  
	
  SECTION 904.
  Effect of Supplemental Indentures

  	
   

  
	
  SECTION 905.
  Conformity with Trust Indenture Act

  	
   

  
	
  SECTION 906.
  Reference in Securities to Supplemental Indentures

  	
   

  
	
   

  	
   

  
	
  ARTICLE TEN

  	
   

  
	
   

  	
   

  
	
  COVENANTS

  	
   

  
	
   

  	
   

  
	
  SECTION 1001. Payment of Principal, Premium and Interest

  	
   

  
	
  SECTION 1002. Maintenance of Office or Agency

  	
   

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

  	
   

  
	
  SECTION 1004. Additional Amounts

  	
   

  
	
  SECTION 1005. Statement as to Compliance

  	
   

  
	
  SECTION 1006. Waiver of Certain Covenants

  	
   

  
	
  SECTION 1007. Corporate Existence

  	
   

  
	
  SECTION 1008. Insurance

  	
   

  
	
   

  	
   

  
	
  ARTICLE ELEVEN

  	
   

  
	
   

  	
   

  
	
  REDEMPTION OF SECURITIES

  	
   

  
	
   

  	
   

  
	
  SECTION 1101. Applicability of Article

  	
   

  
	
  SECTION 1102. Election to Redeem; Notice to Trustee

  	
   

  
	
  SECTION 1103. Selection by Trustee of Securities to Be Redeemed

  	
   

  
	
  SECTION 1104. Notice of Redemption

  	
   

  



 


iii





















 


	
  SECTION 1105. Deposit of Redemption Price

  	
   

  
	
  SECTION 1106. Securities Payable on Redemption Date

  	
   

  
	
  SECTION 1107. Securities Redeemed in Part

  	
   

  
	
   

  	
   

  
	
  ARTICLE TWELVE

  	
   

  
	
   

  	
   

  
	
  SINKING FUNDS

  	
   

  
	
   

  	
   

  
	
  SECTION 1201. Applicability of Article

  	
   

  
	
  SECTION 1202. Satisfaction of Sinking Fund Payments with
  Securities

  	
   

  
	
  SECTION 1203. Redemption of Securities for Sinking Fund

  	
   

  
	
   

  	
   

  
	
  ARTICLE THIRTEEN

  	
   

  
	
   

  	
   

  
	
  REPAYMENT AT THE OPTION OF HOLDERS

  	
   

  
	
   

  	
   

  
	
  SECTION 1301. Applicability of Article

  	
   

  
	
  SECTION 1302. Repayment of Securities

  	
   

  
	
  SECTION 1303. Exercise of Option

  	
   

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

  	
   

  
	
  SECTION 1305. Securities Repaid in Part

  	
   

  
	
   

  	
   

  
	
  ARTICLE FOURTEEN

  	
   

  
	
   

  	
   

  
	
  DEFEASANCE AND COVENANT DEFEASANCE

  	
   

  
	
   

  	
   

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

  	
   

  
	
  SECTION 1402.
  Defeasance and Discharge

  	
   

  
	
  SECTION 1403.
  Covenant Defeasance

  	
   

  
	
  SECTION 1404.
  Conditions to Defeasance or Covenant Defeasance

  	
   

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

  	
   

  
	
  SECTION 1406.
  Reinstatement

  	
   

  
	
   

  	
   

  
	
  ARTICLE FIFTEEN

  	
   

  
	
   

  	
   

  
	
  MEETINGS OF HOLDERS OF SECURITIES

  	
   

  
	
   

  	
   

  
	
  SECTION 1501.
  Purposes for Which Meetings May Be Called

  	
   

  
	
  SECTION 1502.
  Call, Notice and Place of Meetings

  	
   

  
	
  SECTION 1503.
  Persons Entitled to Vote at Meetings

  	
   

  
	
  SECTION 1504.
  Quorum; Action

  	
   

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

  	
   

  
	
  SECTION 1506.
  Counting Votes and Recording Action of Meetings

  	
   

  



 


iv





















 


	
  ACKNOWLEDGMENTS

  	
   

  
	
  EXHIBIT A - FORMS OF
  CERTIFICATION

  	
   

  



 


v





















 


INDENTURE, dated as of March 16,
2005, between JetBlue Airways Corporation, a Delaware corporation (the “Company”),
having its principal office at 118-29 Queens Boulevard, Forest Hills, New
York 11375, and Wilmington Trust Company, a Delaware banking corporation (the “Trustee”).


 


RECITALS OF THE COMPANY


 


WHEREAS, the Company has
duly authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of its debt securities (the “Securities”),
issuable as provided in this Indenture, and all things necessary to make this
Indenture a valid agreement of the Company, in accordance with its terms, have
been done; and


 


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


 


NOW, THEREFORE, THIS
INDENTURE WITNESSETH:


 


Each party agrees as
follows for the benefit of the other party and for the equal and ratable benefit
of the Holders of the Securities and coupons:


 


ARTICLE ONE



DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


 


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


 


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


 


(2)           all other terms used
herein which are defined in the Trust Indenture Act, either directly or by reference
therein, have the meanings assigned to them therein, and the terms “cash
transaction” and “self-liquidating paper”, as used in TIA Section 311,
shall have the meanings assigned to them in the rules of the Commission
adopted under the Trust Indenture Act;


 


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


 


(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; and


 


(5)           certain
terms, used principally in Article Three, Article Five, Article Six
and Article Ten, are defined in those Articles.


 





















 


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


 


“Additional Amounts”
means any additional amounts which are required by a Security or by or pursuant
to a Board Resolution, 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.


 


“Agent Members”
has the meaning specified in Section 203(b).


 


“Authenticating Agent”
means any authenticating agent appointed by the Trustee pursuant to Section 611.


 


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


 


“Bankruptcy Law”
has the meaning specified in Section 501.


 


“Bearer Security”
means any Security established pursuant to Section 201 which is payable to
bearer.


 


“Board of Directors”
means the board of directors of the Company, the executive committee or any
committee of that board duly authorized to act hereunder.


 


“Board Resolution”
means a copy of a resolution that is delivered to the Trustee, certified by the
Secretary or an Assistant Secretary of the Company (i) to have been duly
adopted by the Board of Directors or by (a) any subcommittee thereof that
has, or (b) any one or more Officers who have, been delegated the
authority of the Board of Directors to approve the terms of the relevant
Securities, and (ii) to be in full force and effect on the date of such
certification.


 


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


 


2





















 


“Capital Stock”
means, with respect to any corporation, any and all shares, interests, rights
to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) stock issued by that corporation.


 


“Clearstream”
means Clearstream Banking, société anonyme, and any successor thereto.


 


“Commission” means
the U.S. Securities and Exchange Commission.


 


“Company” means
the Person named as the “Company” in the first paragraph of this Indenture
until a successor replaces it pursuant to the applicable provisions of this
Indenture and, thereafter, “Company” shall mean such successor or successors.  The foregoing sentence shall likewise apply
to any subsequent such successor or successors.


 


“Company Request”
and “Company Order” means a written request or order signed in the name
of the Company by any two Officers.


 


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


 


“Conversion Event”
means the cessation of use of a Foreign Currency both by the government of one
or more countries or by any recognized union, association or confederation of
governments that issued such currency and for the settlement of transactions by
a central bank or other public institutions of or within the international
banking community.


 


“Corporate Trust
Office” means the principal office of the Trustee at which at any
particular time its corporate trust business shall be administered, which
office at the date hereof is located at Wilmington Trust Company, c/o
Computershare Trust Company of New York, 88 Pine Street, New York, N.Y. 10005,
Attention: Mary Ann Louis (provided that with respect to the payment of
interest of the Securities, the designated office of the Trustee shall be
Wilmington Trust Company, 520 Madison Avenue, 33rd Floor, New York,
New York 10022) or such other address as the Trustee may designate from time to
time by notice to the Holders and the Company, or the principal corporate trust
office of any successor Trustee (or such other address as a successor Trustee
may designate from time to time by notice to the Holders and the Company).


 


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


 


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


 


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


 


“Custodian” has
the meaning specified in Section 501.


 


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


 


3





















 


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


 


“Depositary”
means, the clearing agency registered under the Securities Exchange Act of 1934
that is designated to act as the depositary with respect to any Global
Securities.  Unless otherwise provided in
Section 301 with respect to any series of Securities, the Depository Trust
Company shall be the initial Depositary for any series of Securities, until a
successor shall have been appointed and become such pursuant to the applicable
provisions of this Indenture, and thereafter, “Depositary” shall mean or
include such successor.


 


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


 


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


 


“Euroclear” means
Euroclear Bank S.A./N.V., as operator of the Euroclear
System, and any successor thereto.


 


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


 


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


 


“Exchange Rate Officer’s
Certificate” means a certificate setting forth (i) the applicable
Market Exchange Rate or the applicable bid quotation and (ii) the Dollar
or Foreign Currency amounts of principal (and premium, if any) and interest, if
any (on an aggregate basis and on the basis of a Security having the lowest
denomination principal amount determined in accordance with Section 302 in
the relevant currency or currency unit), payable with respect to a Security of
any series on the basis of such Market Exchange Rate or the applicable bid
quotation signed by any Officer of the Company.


 


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


 


“Global Security”
has the meaning specified in Section 203(b).


 


“Government
Obligations” means securities which are (i) direct obligations of the
United States 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 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 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


 


4





















 


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.


 


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


 


“Indexed Security”
means a Security as to which all or certain interest payments and/or the
principal amount payable at Maturity are determined by reference to prices,
changes in prices, or differences between prices, of securities, Currencies,
intangibles, goods, articles or commodities or by such other objective price,
economic or other measures as are specified pursuant to Section 301
hereof.


 


“interest”
means, when used with respect to an Original Issue Discount Security which by
its terms bears interest only after Maturity, interest payable after Maturity,
and, when used with respect to a Security which provides for the payment of
Additional Amounts pursuant to Section 1004, 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.


 


“Market Exchange Rate”
means, unless otherwise specified with respect to any Securities pursuant to Section 301,
(i) for any conversion involving a Currency unit on the one hand and
Dollars or any Foreign Currency on the other, the exchange rate between the
relevant Currency unit and Dollars or such Foreign Currency calculated by the
method specified pursuant to Section 301 for the Securities of the
relevant series, (ii) for any conversion of Dollars into any Foreign
Currency, the noon buying rate for such Foreign Currency for cable transfers
quoted in New York City as certified for customs purposes by the Federal
Reserve Bank of New York and (iii) for any conversion of one Foreign
Currency into Dollars or another Foreign Currency, the spot rate at noon local
time in the relevant market at which, in accordance with normal banking
procedures, the Dollars or Foreign Currency into which conversion is being made
could be purchased with the Foreign Currency from which conversion is being
made from major banks located in either New York City, London or any other
principal market for Dollars or such purchased Foreign Currency, in each case
determined by the Exchange Rate Agent. 
Unless otherwise specified with respect to any Securities pursuant to Section 301,
in the event of the unavailability of any of the exchange rates provided for in
the foregoing clauses (i), (ii) and (iii), the Exchange Rate Agent shall
use, in its sole discretion and without liability on its part, such quotation
of the Federal Reserve Bank of New York as of the most recent available date,
or quotations from one or more major banks in New York City, London or other
principal market


 


5





















 


for
such currency or  currency unit in
question, or such other quotations as the Exchange Rate Agent shall deem
appropriate.  Unless otherwise specified
by the Exchange Rate Agent, if there is more than one market for dealing in any
Currency or Currency unit by reason of foreign exchange regulations or
otherwise, the market to be used in respect of such currency or currency unit
shall be that upon which a nonresident issuer of securities designated in such
Currency or Currency unit would purchase such Currency or Currency unit in
order to make payments in respect of such securities.


 


“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, notice
of exchange or conversion, or otherwise.


 


“Officer” means
the Chairman of the Board of Directors, the Vice Chairman of the Board of
Directors, the Chief Executive Officer, the President, any Executive Vice
President, any Senior Vice President, any Vice President, the Treasurer or the
Secretary or any Assistant Treasurer or Assistant Secretary of the Company.


 


“Officers’ Certificate”
means a written certificate signed in the name of the Company by any two
Officers, and delivered to the Trustee.


 


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


 


“Original Issue
Discount Security” means any Security which provides for an amount less
than the principal amount due and payable upon a declaration of acceleration of
the Maturity thereof pursuant to Section 502.


 


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


 


(i)            Securities cancelled by the Trustee
or delivered to the Trustee for cancellation pursuant to the terms of this
Indenture;


 


(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 provision therefore satisfactory to
the Trustee has been made;


 


(iii)          Securities, except to the extent
provided in Sections 1402 and 1403, with respect to which the Company has
effected defeasance and/or covenant defeasance as provided in Article Fourteen;
and


 


6





















 


(iv)          Securities which have been paid
pursuant to Section 306, or Securities which have been exchanged for other
Securities which have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Securities are
held by a protected purchaser (as defined in the Uniform Commercial Code) in
whose hands such Securities are valid obligations of the Company;


 


provided,
however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of
an Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for
such purpose shall be equal to the amount of principal thereof that would be
(or shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502, (ii) the principal amount of any Security
denominated in a Foreign Currency that may be counted in making such
determination or calculation and that shall be deemed Outstanding for such
purpose shall be equal to the Dollar equivalent, determined as of the date such
Security is originally issued by the Company as set forth in an Exchange Rate
Officer’s Certificate delivered to the Trustee, of the principal amount (or, in
the case of an Original Issue Discount Security or Indexed Security, the Dollar
equivalent as of such date of original issuance of the amount determined as
provided in clause (i) above or (iii) below, respectively) of such
Security, (iii) the principal amount of any Indexed Security that may be
counted in making such determination or calculation and that shall be deemed
outstanding for such purpose shall be equal to the principal face amount of
such Indexed Security at original issuance, unless otherwise provided with
respect to such Security pursuant to Section 301, and (iv) Securities
owned by the Company, or 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 a Responsible Officer of the Trustee actually 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 to so 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 (or premium,
if any) or interest, if any, on any Securities or coupons on behalf of 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 any series, the place or
places where the principal of (and premium, if any) and interest, if any, on
such Securities are payable as specified and as contemplated by or pursuant to
Sections 301 and 1002.


 


7





















 


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


 


“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”
shall mean any Security which is registered in the Security Register.


 


“Regular Record Date”
for the interest payable on any Interest Payment Date on the Registered
Securities of any series means the date specified for that purpose as
contemplated by Section 301, whether or not a Business Day.


 


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


 


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


 


“Responsible Officer”
means, when used with respect to the Trustee, any officer of the Trustee with
direct responsibility for the administration of this Indenture and also means,
with respect to a particular corporate trust matter, any other officer to whom
such matter is referred because of his knowledge of and familiarity with the
particular subject.


 


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


 


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


 


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


 


“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 thereon
is due and payable, as such date may be extended pursuant to the provisions of Section 308.


 


8





















 


“Trust Indenture Act”
or “TIA” means the Trust Indenture Act of 1939 as in force at the date
as of which this Indenture was executed, except as provided in Section 905;
provided, however, that in the event the Trust Indenture Act is
amended after such date, “Trust Indenture Act” or “TIA” means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.


 


“Trustee” means
the Person named as the “Trustee” in the first paragraph of this Indenture
until one or more successors replaces it pursuant to the applicable provisions
of this Indenture and, thereafter, shall mean each such successor.  The foregoing sentence shall likewise apply
to any subsequent such successor or successors.


 


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


 


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


 


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


 


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


 


SECTION 102.  Compliance Certificates and
Opinions.  (a)  Upon any application or request by
the Company to the Trustee to take any action under any provision of this
Indenture, the Company shall furnish to the Trustee an Officers’ Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that in the opinion of such counsel such action is authorized
or permitted by this Indenture and that all such conditions precedent, if any,
have been complied with; and, except in the case of any such application or
request as to which the furnishing of documents is specifically required by any
provision of this Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished.


 


(b)           Every certificate or opinion with
respect to compliance with a condition or covenant provided for in this
Indenture (other than pursuant to Section 1005) 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;


 


9





















 


(3)           a statement that, in
the opinion of each such individual, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as
to whether or not such 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 103.  Form of Documents Delivered to Trustee.  (a)  In any case where several matters
are required to be certified by, or covered by an opinion of, any specified
Person, it is not necessary that all such matters be certified by, or covered
by the opinion of, only one such Person, or that they be so certified or
covered by only one document, but one such Person may certify or give an
opinion 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.


 


(b)           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.  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 by, an officer or
officers of the Company.


 


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


 


10





















 


SECTION 104.  Acts of Holders.  (a)  Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders of the Outstanding Securities of
all series or one or more series, as the case may be, may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by agents duly appointed in writing.  If Securities of a series are issuable as
Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders of 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, either in person or by proxies duly appointed in writing, at any
meeting of Holders of Securities of such series duly called and held in
accordance with the provisions of Article Fifteen, or a combination of
such instruments and any such record. 
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are delivered
to the Trustee and, where it is hereby expressly required, to the Company.  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 1506.


 


(b)           The
fact and date of the execution of any such instrument or writing, or the
authority of the Person executing the same, may be proved in any manner that
the Trustee deems reasonably sufficient.


 


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


 


(d)           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 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 (1) another
certificate or affidavit bearing a later date issued in respect of the same
Bearer Security is produced, or (2) such Bearer Security is produced to
the Trustee by some other Person, or (3) such Bearer Security is
surrendered in exchange for a Registered Security, or (4) such Bearer
Security is no longer Outstanding.  The
ownership of Bearer Securities may also be proved in any other manner that the
Trustee deems sufficient.


 


(e)           If
the Company shall solicit from the Holders of Registered Securities any
request, demand, authorization, direction, notice, consent, waiver or other
action or 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,


 


11





















 


notice, consent, waiver or other
action or 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 action or
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 action or Act, and for that purpose the Outstanding Securities shall be
computed as of such record date; provided that no such authorization,
agreement or consent by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than eleven months after the record date.


 


(f)            Any
request, demand, authorization, direction, notice, consent, waiver or other
action or 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 105.  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; or


 


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


 


SECTION 106.  Notice to Holders; Waiver.  (a)  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


 


12





















 


conclusively
deemed to have been received by such Holder, whether or not such Holder
actually receives such notice.


 


(b)           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 in a manner approved by the Trustee
shall constitute a sufficient notification to such Holders for every purpose
hereunder.


 


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


 


(d)           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 in a manner approved by of the Trustee, which
notice shall constitute sufficient notice to such Holders for every purpose
hereunder.  Neither the failure to give
notice by publication to Holders of Bearer Securities as provided above, nor
any defect in any notice so published, shall affect the sufficiency of such
notice with respect to other Holders of Bearer Securities or the sufficiency of
any notice to Holders of Registered Securities given as provided herein.


 


(e)           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.


 


(f)            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 deemed the equivalent of notice given.  Waivers of notice by Holders shall be filed
with the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.


 


SECTION 107.  Effect of Headings and
Table of Contents.  The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.


 


SECTION 108.  Successors and Assigns.  All covenants and agreements in this
Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.


 


SECTION 109.  Separability Clause.  In case any provision in this Indenture or in
any Security or coupon shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


 


13





















 


SECTION 110.  Benefits of Indenture.  Nothing in this Indenture or in the
Securities or coupons, express or implied, shall give to any Person (including
any Security Registrar, any Paying Agent, any Authenticating Agent and their
successors hereunder), other than the parties hereto, any benefit or any legal
or equitable right, remedy or claim under this Indenture.


 


SECTION 111.  Governing Law.  This Indenture and the Securities and coupons
shall be governed by and construed in accordance with the law of the State of
New York, without regard to principles of conflicts of laws.  This Indenture is subject to the provisions
of the Trust Indenture Act that are required to be part of this Indenture and
shall, to the extent applicable, be governed by such provisions.


 


SECTION 112.  Legal Holidays.  In any case where any Interest Payment Date,
Redemption Date, 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 established
pursuant to Section 301 hereof which specifically states that such
provision shall apply in lieu of this Section), payment of principal (or
premium, if any) or interest, if any, need not be made at such Place of Payment
on such date, but may be made on the next succeeding Business Day at such Place
of Payment with the same force and effect as if made on the Interest Payment
Date, 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 paid 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 201.  Forms of Securities.  The Registered Securities, if any, of each
series and the Bearer Securities, if any, of each series and the related
coupons shall be in substantially the forms as shall be established in one or
more indentures supplemental hereto or approved from time to time by or
pursuant to a Board Resolution in accordance with Section 301, 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 301, Bearer Securities shall have
interest coupons attached.


 


The definitive Securities
and coupons, if any, 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


 


14





















 


executing
such Securities or coupons, as evidenced by their execution of such Securities
or coupons.


 


Any form of Security
approved by or pursuant to a Board Resolution must be acceptable as to form to
the Trustee, such acceptance to be evidenced by the Trustee’s authentication of
Securities in that form or a certificate signed by a Responsible Officer of the
Trustee and delivered to the Company.


 


SECTION 202.  Form of Trustee’s Certificate of
Authentication.  Subject to Section 611,
the Trustee’s certificate of authentication shall be in substantially the
following form:


 


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


 


	
   

  	
  WILMINGTON
  TRUST COMPANY,

  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated: 

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
							



 


SECTION 203.  Securities Issuable in Global Form.(a) 
If Securities of a series are issuable in global form, as specified and
contemplated by Section 301, then, notwithstanding clause (8) of Section 301
and the provisions of Section 302, any such Security in global form shall
represent the Outstanding Securities of such series as shall be specified in
such Security, 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
by such Security in global form may from time to time be increased or decreased
to reflect exchanges.  Any endorsement of
a Security in global form to reflect the amount, or any increase or decrease in
the amount, of Outstanding Securities represented thereby shall be made by the
Trustee in such manner and upon instructions given by such Person or Persons as
shall be specified therein or in the Company Order to be delivered to the
Trustee pursuant to Section 303 or 304. 
Subject to the provisions of Section 303 and, if applicable, Section 304,
the Trustee shall deliver and redeliver any Security in permanent global form
in the manner and upon instructions given by the Person or Persons specified
therein or in the applicable Company Order. 
If a Company Order pursuant to Section 303 or 304 has been, or
simultaneously is, delivered, any instructions by the Company with respect to
endorsement, delivery or redelivery of a Security in global form shall be in
writing but need not comply with Section 102 and need not be accompanied
by an Opinion of Counsel.


 


The provisions of the last sentence of Section 303 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 102 and need not be accompanied by


 


15





















 


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 303.


 


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


 


Notwithstanding the
provisions of Section 309 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 Person in whose name such
Security is registered in the Security Register, or (ii) in the case of a
permanent global Security in bearer form, Euroclear or Clearstream.


 


(b)           So long as the Securities of any
series are eligible for book-entry settlement with the Depositary, or unless
otherwise required by law, Section 301 for such series or otherwise
contemplated by this subsection (b), such Securities may be represented by
one or more Securities in global form registered in the name of the Depositary
or the nominee of the Depositary (a “Global
Security”).  The transfer and
exchange of beneficial interests in any such Global Security shall be effected through the Depositary in accordance with the
Indenture and the applicable procedures of the Depositary.  Except as provided below, beneficial owners
of a Global Security shall not be entitled to have certificates registered in
their names, will not receive or be entitled to receive physical delivery of
certificates in definitive form and will not be considered holders of such
Global Security.


 


The following provisions
shall apply only to Global Securities:


 


(i)            Each Global Security authenticated
under the Indenture shall be registered in the name of the Depositary or a
nominee thereof and delivered to such Depositary or a nominee thereof or
Custodian therefor, and each such Global Security shall constitute a single
Security for all purposes of the Indenture.


 


(ii)           Notwithstanding any other provision
in the Indenture, no Global Security may be exchanged in whole or in part for
Securities registered, and no transfer of a Global Security in whole or in part
may be registered, in the name of any Person other than the Depositary or a
nominee thereof unless (A) the Depositary (x) has notified the Company
that it is unwilling or unable to continue as Depositary for such Global
Security or (y) has ceased to be a clearing agency registered under the
Securities Exchange Act fo 1934, as amended, and a successor Depositary is not
appointed by the Company within 90 days or (B) an Event of Default has
occurred and is continuing and the maturity of such Securities shall have been
accelerated in accordance with the terms of the Securities and any holder shall
have requested in writing the issuance of definitive certificated
securities.  Any Global Security
exchanged pursuant to clause (A) or (B) above shall be so exchanged
in whole and not in part.  Any Security
issued in exchange for a Global Security or any portion thereof shall be a
Global Security; provided that
any such


 


16





















 


Security so issued that
is registered in the name of a Person other than the Depositary or a nominee
thereof shall not be a Global Security.


 


(iii)          Securities issued in exchange for a
Global Security or any portion thereof pursuant to clause (ii) above and
which is not a Global Security shall be issued in definitive, fully registered
form, without interest coupons, shall have an aggregate principal amount equal
to that of such Global Security or portion thereof to be so exchanged, shall be
registered in such names and be in such authorized denominations as the
Depositary shall designate and shall bear any legends required hereunder.  Any Global Security to be exchanged in whole
shall be surrendered by the Depositary to the Trustee, as Security Registrar.  With regard to any Global Security to be
exchanged in part, either such Global Security shall be so surrendered for
exchange or, if the Trustee is acting as custodian for the Depositary or its
nominee with respect to such Global Security, the principal amount thereof
shall be reduced, by an amount equal to the portion thereof to be so exchanged,
by means of an appropriate adjustment made on the records of the Trustee.  Upon any such surrender or adjustment, the
Trustee shall authenticate and make available for delivery the Security issuable
on such exchange to or upon the written order of the Depositary or an
authorized representative thereof.


 


(iv)          In
the event of the occurrence of any of the events specified
in clause (ii) above, the Company will promptly make available to the
Trustee a reasonable supply of certificated Securities in definitive, fully
registered form, without interest coupons.


 


(v)           Neither any members of, or
participants in, the Depositary (“Agent Members”) nor any other Persons on
whose behalf Agent Members may act shall have any rights under this Indenture
with respect to any Global Security registered in the name of the Depositary or
any nominee thereof, and the Depositary or such nominee, as the case may be,
may be treated by the Company, the Trustee and any agent of the Company or the
Trustee as the absolute owner and holder of such Global Security for all
purposes whatsoever.  Notwithstanding the
foregoing, 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 the Depositary or such nominee, as
the case may be, or impair, as between the Depositary, its Agent Members and
any other Person on whose behalf an Agent Member may act, the operation of
customary practices of such Persons governing the exercise of the rights of a
holder of any Security.


 


(vi)          At
such time as all interests in a Global Security have been
redeemed, repurchased, converted, canceled or exchanged for Securities in certificated
form, such Global Security shall, upon receipt thereof, be canceled by the
Trustee in accordance with standing procedures and instructions existing
between the Depositary and the custodian for the Depositary.  At any time prior to such cancellation, if
any interest in a Global Security is redeemed, repurchased, converted, canceled
or exchanged for Securities in certificated form, the principal amount of such
Global Security shall, in accordance with the standing procedures and
instructions existing between the Depositary and the custodian for the
Depositary, be appropriately reduced, and an endorsement shall be made on such
Global Security, by the Trustee or the custodian for the Depositary, at the
direction of the Trustee, to reflect such reduction.


 


17





















 


(c)           Notwithstanding anything other
provision of this Indenture, so long as a series of
Securities is a Global Security, the parties hereto will be bound at all times
by the applicable procedures of the Depositary with respect to such series.


 


ARTICLE THREE


 


THE
SECURITIES


 


SECTION 301.  Amount Unlimited; Issuable
in Series.  The aggregate principal amount of Securities
which may be authenticated and delivered under this Indenture is
unlimited.  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.


 


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


 


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


 


(2)           any limit upon the
aggregate principal amount of the Securities of the series that may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 304,
305, 306, 906, 1107 or 1305);


 


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


 


(4)           the rate or rates at
which the Securities of the series shall bear interest, if any, or the method
by which such rate or rates shall be determined, the date or dates from which
such interest shall accrue or the method by which such date or dates shall be
determined, the Interest Payment Dates on which such interest 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 such interest shall be calculated if
other than that of a 360-day year of twelve 30-day months;


 


(5)           the
place or places, if any, other than or in addition to New York, New York, where
the principal of (and premium, if any) and interest, if any, on Securities of
the series shall be payable, any Registered Securities of the series may be
surrendered for registration of transfer, Securities of the series may be
surrendered for exchange, where


 


18





















 


Securities of that series
that are convertible or exchangeable may be surrendered for conversion or
exchange, as applicable, and where notices or demands to or upon the Company in
respect of the Securities of the series and this Indenture may be served;


 


(6)           the period or
periods within which, the price or prices at which, the Currency or Currencies
in which, and other terms and conditions upon which Securities of the series
may be redeemed, in whole or in part, at the option of the Company, if the
Company is to have the option;


 


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


 


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


 


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


 


(10)         if other than the
principal amount thereof, the portion of the principal amount of Securities of
the series that shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 502 or the method by which such
portion shall be determined;


 


(11)         if other than Dollar,
the Currency or Currencies in which payment of the principal of (or premium, if
any) or interest, if any, on the Securities of the series shall be made or in
which the Securities of the series shall be denominated and the particular
provisions applicable thereto in accordance with, in addition to or in lieu of
any of the provisions of Section 312;


 


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


 


(13)         whether the principal
of (or premium, if any) or interest, if any, on the Securities of the series
are to be payable, at the election of the Company or a Holder thereof, in one
or more Currencies, other than that in which such Securities are denominated or
stated to be payable, the period or periods within which (including the
Election Date), and the terms and conditions upon which, such election may be
made, and the time and manner of determining the exchange rate between the
Currency or Currencies in which such Securities are denominated or stated to be
payable and the


 


19





















 


Currency or
Currencies in which such Securities are to be paid, in each case in accordance
with, in addition to or in lieu of any of the provisions of Section 312;


 


(14)         provisions, if any,
granting special rights to the Holders of Securities of 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 (including
any deletions from, modifications of or additions to any of the provisions of Section 1006)
of the Company with respect to Securities of the series, whether or not such
Events of Default or covenants are consistent with the Events of Default or
covenants set forth herein;


 


(16)         whether Securities of
the series are to be issuable as Registered Securities, Bearer Securities (with
or without coupons) or both, any restrictions applicable to the offer, sale or
delivery of Bearer Securities and the terms upon which Bearer Securities of the
series may be exchanged for Registered Securities of the series and vice versa
(if permitted by applicable laws and regulations), whether any Securities of
the series are to be issuable initially in temporary global form and whether
any Securities of the series are to be issuable in permanent global form with
or without coupons and, if so, whether beneficial owners of interests in any
such permanent global Security may exchange such interests for Securities of
such series in certificated form and of like tenor of any authorized form and
denomination and the circumstances under which any such exchanges may occur, if
other than in the manner provided in Section 305, and, if Registered
Securities of the series are to be issuable as a global Security, the identity
of the depository for such series;


 


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


 


(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 such Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, the manner in which, or the Person to whom, any interest on
any Bearer Security of the series shall be payable, if otherwise than upon
presentation and surrender of the coupons appertaining thereto as they
severally mature, and the extent to which, or the manner in which, any interest
payable on a temporary global Security on an Interest Payment Date will be paid
if other than in the manner provided in Section 304;


 


(19)         the applicability, if
any, of Sections 1402 and/or 1403 to the Securities of the series and any
provisions in modification of, in addition to or in lieu of any of the
provisions of Article Fourteen;


 


(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;


 


20





















 


(21)         whether, under what
circumstances and the Currency in which, the Company will pay Additional
Amounts as contemplated by Section 1004 on the Securities of the series to
any Holder who is not a United States person (including any modification to the
definition of such term) in respect of any tax, assessment or governmental
charge and, if so, whether the Company will have the option to redeem such
Securities rather than pay such Additional Amounts (and the terms of any such
option);


 


(22)         the designation of
the initial Exchange Rate Agent, if any;


 


(23)         if the Securities of
the series are to be convertible into or exchangeable for any securities of any
Person (including the Company), the terms and conditions upon which such
Securities will be so convertible or exchangeable;


 


(24)         whether Securities of
the series are subject to subordination and, if so, the terms of such
subordination;


 


(25)         whether Securities of
the series are secured by any collateral and, if so,  the provisions applicable to such security;
and


 


(26)         any other terms of
the series (which terms shall not be inconsistent with the provisions of this
Indenture or the requirements of the Trust Indenture Act).


 


All Securities of any one
series and the coupons appertaining to any Bearer Securities of such series shall
be substantially identical except, in the case of Registered Securities, as to
denomination and except as may otherwise be provided in or pursuant to such
Board Resolution (subject to Section 303) and set forth in such Officers’
Certificate or in any such indenture supplemental hereto.


 


SECTION 302.  Denominations.  The Securities of each series shall be
issuable in such denominations as shall be specified as contemplated by or
pursuant to Section 301.  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 a denomination of $5,000.


 


SECTION 303.  Execution, Authentication,
Delivery and Dating.  The
Securities and any coupons appertaining thereto shall be executed on behalf of
the Company by any Officer.  The
signature of any Officer 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
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


 


21





















 


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 301, a Bearer Security may be delivered in connection
with its original issuance only if the Person entitled to receive such Bearer
Security shall have furnished a certificate in the form set forth in Exhibit A-1
to this Indenture or such other certificate as may be specified with respect to
any series of Securities pursuant to Section 301, dated no earlier than 15
days prior to the earlier of the date on which such Bearer Security is
delivered and the date on which any temporary Security first becomes
exchangeable for such Bearer Security in accordance with the terms of such
temporary Security and this Indenture. 
If any Security shall be represented by a permanent global Bearer
Security, then, for purposes of this Section and Section 304, the
notation of a beneficial owner’s interest therein upon original issuance of
such Security or upon exchange of a portion of a temporary global Security
shall be deemed to be delivery in connection with its original issuance of such
beneficial owner’s interest in such permanent global Security.  Except as permitted by Section 306, the
Trustee shall not authenticate and deliver any Bearer Security unless all
appurtenant coupons for interest then matured have been detached and
cancelled.  If all 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, 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:


 


(i)            an Opinion of
Counsel stating:


 


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


 


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


 


(c)           that such Securities, together with
any coupons appertaining thereto, when completed by appropriate insertions 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


 


22





















 


Company,
enforceable in accordance with their terms, except as may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance, liquidation or
similar laws relating to, or affecting the enforcement of, creditors’ rights
and remedies, (ii) the application of general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or law),
including, without limitation, (A) the possible unavailability of specific
performance, injunctive relief or any other equitable remedy and (B) concepts
of materiality, reasonableness, good faith and fair dealing, and (iii) public
policy and subject to such other qualifications as such counsel shall conclude
do not materially affect the rights of Holders of such Securities and any
coupons; and


 


(ii)           an Officers’
Certificate stating, to the best of the knowledge of the signers of such
certificate, that no Event of Default with respect to any of the Securities
shall have occurred and be continuing.


 


Notwithstanding the
provisions of Section 301 and of this Section 303, if all the
Securities of any series are not to be issued at one time, it shall not be
necessary to deliver an Officers’ Certificate otherwise required pursuant to Section 301
or the Company Order, Opinion of Counsel or 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 certificates, 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.


 


Notwithstanding the
generality of the foregoing, the Trustee will not be required to authenticate
Securities denominated in a Foreign Currency if the Trustee reasonably believes
that it would be unable to perform its duties with respect to such Securities.


 


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


 


No Security or coupon
shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security or 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 signatory, 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 310
together with a written statement (which need not comply with Section 102
and need not be accompanied by an Opinion of Counsel) stating that such
Security has never been issued and sold by the Company, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.


 


SECTION 304.  Temporary Securities.  (a)  Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order the


 


23





















 


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 304(b) 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 (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 303.  Until so exchanged, the temporary Securities
of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.


 


(b)           Unless
otherwise provided in or pursuant to a Board Resolution, this Section 304(b) shall
govern the exchange of temporary Securities issued in global form.  If temporary Securities of any series are
issued in global form, any such temporary global Security shall, unless
otherwise provided therein, be delivered to the London office of a depositary
or common depositary (the “Common Depositary”), for the benefit of
Euroclear and Clearstream, for credit to the respective accounts of the
beneficial owners of such Securities (or to such other accounts as they may
direct).


 


Without unnecessary delay
but in any event not later than the date specified in, or determined pursuant
to the terms of, any such temporary global Security (the “Exchange Date”),
the Company shall deliver to the Trustee definitive Securities, in aggregate principal
amount equal to the principal amount of such temporary global Security,
executed by the Company.  On or after the
Exchange Date, such temporary global Security shall be surrendered by the
Common Depositary to the Trustee, as the Company’s agent for such purpose, to
be exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary global Security, an equal aggregate principal amount
of definitive Securities of the same series of authorized denominations and of
like tenor as the portion of such temporary global Security to be
exchanged.  The definitive Securities to
be delivered in exchange for any such temporary global Security shall be in
bearer form, registered form, permanent global bearer form or permanent global
registered form, or any combination thereof, as specified as contemplated by Section 301,
and, if any combination thereof is so specified, as requested by the beneficial
owner thereof;


 


24





















 


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 301;
and provided  further that definitive Bearer Securities shall be
delivered in exchange for a portion of a temporary global Security only in
compliance with the requirements of Section 303.


 


Unless otherwise
specified in such temporary global Security, the interest of a beneficial owner
of Securities of a series in a temporary global Security shall be exchanged for
definitive Securities of the same series and of like tenor following the
Exchange Date when the account holder instructs Euroclear or Clearstream, as
the case may be, to request such exchange on his behalf and delivers to
Euroclear or Clearstream, as the case may be, a certificate in the form set
forth in Exhibit A-1 to this Indenture (or in such other form as may
be established pursuant to Section 301), dated no earlier than 15 days
prior to the Exchange Date, copies of which certificate shall be available from
the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent
appointed for such series of Securities and each Paying Agent.  Unless otherwise specified in such temporary
global Security, any such exchange shall be made free of charge to the
beneficial owners of such temporary global Security, except that a Person
receiving definitive Securities must bear the cost of insurance, postage, transportation
and the like 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 301,
interest payable on a temporary global Security on an Interest Payment Date for
Securities of such series occurring prior to the applicable Exchange Date shall
be payable to Euroclear and Clearstream on such Interest Payment Date upon
delivery by Euroclear and Clearstream to the Trustee of a certificate or
certificates in the form set forth in Exhibit A-2 to this Indenture
(or in such other forms as may be established pursuant to Section 301),
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 301).  Notwithstanding anything to the contrary
herein contained, the certifications made pursuant to this paragraph shall
satisfy the certification requirements of the preceding two paragraphs of this Section 304(b) and
of the third paragraph of Section 303 of this Indenture and the interests
of the Persons who are the beneficial owners of the temporary global Security
with respect to which such certification was made will be exchanged for
definitive Securities of the same series and of like tenor on the Exchange Date
or the date of certification if such date occurs after the Exchange


 


25





















 


Date, without further act or deed by such beneficial
owners.  Except as otherwise provided in
this paragraph, no payments of principal (or premium, if any) or interest, if
any, owing with respect to a beneficial interest in a temporary global Security
will be made unless and until such interest in such temporary global Security
shall have been exchanged for an interest in a definitive Security.  Any interest so received by Euroclear and
Clearstream and not paid as herein provided shall be returned to the Trustee prior
to the expiration of two years after such Interest Payment Date in order to be
repaid to the Company.


 


SECTION 305.  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 within a reasonable time. 
The Trustee, at its Corporate Trust Office, 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.


 


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.


 


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 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 301, Bearer
Securities may not be issued in exchange for Registered Securities.


 


If (but only if)
permitted by the applicable Board Resolution and (subject to Section 303)
set forth in the applicable Officers’ Certificate, or in any indenture
supplemental hereto, delivered as contemplated by Section 301, at the
option of the Holder, Bearer Securities of any series may be exchanged for Registered
Securities of the same series of any authorized 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


 


26





















 


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


 


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


 


Notwithstanding the
foregoing, except as otherwise specified as contemplated by Section 301,
any permanent global Security shall be exchangeable only as provided in this
paragraph.  If any beneficial owner of an
interest in a permanent global Security is entitled to exchange such interest
for Securities of such series and of like tenor and principal amount of another
authorized form and denomination, as specified as contemplated by Section 301
and provided that any applicable notice provided in the permanent global
Security shall have been given, then without unnecessary delay but in any event
not later than the earliest date on which such interest may be so exchanged,
the Company shall deliver to the Trustee definitive Securities in aggregate
principal amount equal to the principal amount of such beneficial owner’s
interest in such permanent global Security, executed by the Company.  On or after the earliest date on which such
interests may be so exchanged, such permanent global Security shall be
surrendered by the Common Depositary or such other depositary as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company’s agent for such purpose, to be exchanged, in whole or from time to
time in part, for definitive Securities without charge and the Trustee shall
authenticate and deliver, in exchange for each portion of such permanent global
Security, an equal aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of
such permanent global Security to be exchanged which, unless the Securities of
the series are not issuable both as Bearer Securities and as Registered
Securities, as specified as contemplated by Section 301, shall be in the
form of Bearer  Securities or Registered
Securities, or any combination thereof, as shall be specified by the beneficial
owner thereof; provided, however, that no such exchanges may occur
during a


 


27





















 


period beginning at the opening of business 15 days
before any selection of Securities to be redeemed and ending on the relevant
Redemption Date if the Security for which exchange is requested may be among
those selected for redemption; and provided  further that no
Bearer Security delivered in exchange for a portion of a permanent global
Security shall be mailed or otherwise delivered to any location in the United
States.  If a Registered Security is
issued in exchange for any portion of a permanent global Security after the
close of business at the office or agency where such exchange occurs on (i) any
Regular Record Date and before the opening of business at such office or agency
on the relevant Interest Payment Date, or (ii) any Special Record Date and
before the opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, interest or Defaulted Interest, as the
case may be, will not be payable on such Interest Payment Date or proposed date
for payment, as the case may be, in respect of such Registered Security, but
will be payable on such Interest Payment Date or proposed date for payment, as
the case may be, only to the Person to whom interest in respect of such portion
of such permanent global Security is payable in accordance with the provisions
of this Indenture.


 


All Securities issued
upon any registration of transfer or exchange of Securities shall be 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 shall (if
so required by the Company or the Security Registrar) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar, duly executed by the Holder thereof or his
attorney duly authorized in writing.


 


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


 


The Company shall not be
required (i) to issue, register the transfer of or exchange 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 1103 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


 


28





















 


repayment at the option of the Holder, except the
portion, if any, of such Security not to be so repaid.


 


SECTION 306.  Mutilated, Destroyed, Lost and
Stolen Securities.  If any
mutilated Security or a Security with a mutilated coupon appertaining to it is
surrendered to the Trustee 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 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 notice to the Company
or the Trustee that such Security or coupon has been acquired by a protected
purchaser (as defined in the Uniform Commercial Code), 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 mutilated, destroyed, lost or stolen Security or to the Security to which
such mutilated, destroyed, lost or stolen coupon appertains, pay such Security
or coupon; provided, however, that payment of principal of (and
premium, if any) and interest, if any, on Bearer Securities shall, except as
otherwise provided in Section 1002, be payable only at an office or agency
located outside the United States and, unless otherwise specified as
contemplated by Section 301, any interest on Bearer Securities shall be
payable only upon presentation and surrender of the coupons appertaining
thereto.


 


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


 


Every new Security of any
series with its coupons, if any, issued pursuant to this Section in lieu
of any 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


 


29





















 


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.


 


SECTION 307.  Payment of Interest; Interest
Rights Preserved; Optional Interest Reset.  (a)  Except as otherwise specified
with respect to a series of Securities in accordance with the provisions of Section 301,
interest, if any, 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 1002; provided, however, that each
installment of interest, if any, on any Registered Security may at the Company’s
option be paid by (i) mailing a check for such interest, payable to or
upon the written order of the Person entitled thereto pursuant to Section 309,
to the address of such Person as it appears on the Security Register or (ii) transfer
to an account maintained by the payee inside the United States.


 


Unless otherwise provided
as contemplated by Section 301 with respect to the Securities of any
series, payment of interest, if any, 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 301, every permanent global Security will
provide that interest, if any, payable on any Interest Payment Date will be
paid to each of Euroclear and Clearstream with respect to that portion of such
permanent global Security held for its account by the Common Depositary, for
the purpose of permitting each of Euroclear and Clearstream to credit the
interest, if any, 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 301, 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 (1) or
(2) below:


 


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(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 Trustee an amount of
money in the Currency in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities
of such series and except, if applicable, as provided in Sections 312(b), 312(d) and
312(e)) equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make 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.  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 (2).  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.


 


(b)           The
provisions of this Section 307(b) may be made applicable to any
series of Securities pursuant to Section 301 (with such modifications,
additions or substitutions


 


31





















 


as may be specified pursuant to Section 301).  The interest rate (or the spread or spread
multiplier used to calculate such interest rate, if applicable) on any Security
of such series may be reset by the Company on the date or dates specified on
the face of such Security (each an “Optional Reset Date”).  The Company may exercise such option with
respect to such Security by notifying the Trustee of such exercise at least 45
but not more than 60 days prior to an Optional Reset Date for such
Security.  Not later than 40 days prior
to each Optional Reset Date, the Trustee shall transmit, in the manner provided
for in Section 106, to the Holder of any such Security a notice (the “Reset
Notice”) indicating whether the Company has elected to reset the interest
rate (or the spread or spread multiplier used to calculate such interest rate,
if applicable), and if so (i) such new interest rate (or such new spread
or spread multiplier, if applicable) and (ii) the provisions, if any, for
redemption during the period from such Optional Reset Date to the next Optional
Reset Date or, if there is no such next Optional Reset Date, to the Stated
Maturity Date of such Security (each such period a “Subsequent Interest Period”),
including the date or dates on which or the period or periods during which and
the price or prices at which such redemption may occur during the Subsequent
Interest Period.


 


Notwithstanding the
foregoing, not later than 20 days prior to the Optional Reset Date, the Company
may, at its option, revoke the interest rate (or the spread or spread
multiplier used to calculate such interest rate, if applicable) provided for in
the Reset Notice and establish an interest rate (or a spread or spread multiplier
used to calculate such interest rate, if applicable) that is higher than the
interest rate (or the spread or spread multiplier, if applicable) provided for
in the Reset Notice, for the Subsequent Interest Period by causing the Trustee
to transmit, in the manner provided for in Section 106, notice of such
higher interest rate (or such higher spread or spread multiplier, if
applicable) to the Holder of such Security. 
Such notice shall be irrevocable. 
All Securities with respect to which the interest rate (or the spread or
spread multiplier used to calculate such interest rate, if applicable) is reset
on an Optional Reset Date, and with respect to which the Holders of such
Securities have not tendered such Securities for repayment (or have validly
revoked any such tender) pursuant to the next succeeding paragraph, will bear
such higher interest rate (or such higher spread or spread multiplier, if
applicable).


 


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


 


Subject to the foregoing
provisions of this Section and Section 305, each Security delivered
under this Indenture upon registration of transfer of or in exchange for or in
lieu of any other Security shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Security.


 


SECTION 308.  Optional Extension of Maturity.  The provisions of this Section 308 may
be made applicable to any series of Securities pursuant to Section 301
(with


 


32





















 


such modifications, additions or substitutions as may
be specified pursuant to such Section 301).  The Stated Maturity of any Security of such
series may be extended at the option of the Company for the period or periods
specified on the face of such Security (each an “Extension Period”) up
to but not beyond the date (the “Final Maturity”) set forth on the face
of such Security.  The Company may
exercise such option with respect to any Security by notifying the Trustee of
such exercise at least 45 but not more than 60 days prior to the Stated
Maturity of such Security in effect prior to the exercise of such option (the “Original
Stated Maturity”).  If the Company
exercises such option, the Trustee shall transmit, in the manner provided for
in Section 106, to the Holder of such Security not later than 40 days
prior to the Original Stated Maturity a notice (the “Extension Notice”)
indicating (i) the election of the Company to extend the Stated Maturity, (ii) the
new Stated Maturity, (iii) the interest rate, if any, applicable to the Extension
Period and (iv) the provisions, if any, for redemption during such
Extension Period.  Upon the Trustee’s
transmittal of the Extension Notice, the Stated Maturity of such Security shall
be extended automatically and, except as modified by the Extension Notice and
as described in the next paragraph, such Security will have the same terms as
prior to the transmittal of such Extension Notice.


 


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


 


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


 


SECTION 309.  Persons Deemed Owners.  Prior to due presentment of a Registered
Security for registration of transfer, the Company, the 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 payment of principal of (and premium, if any) and (subject to
Sections 305 and 307) interest, if any, on such Registered Security and for all
other purposes whatsoever, whether or not such Registered Security be overdue,
and neither the Company, the Trustee nor any agent of the Company or the
Trustee shall be affected by notice to the contrary.


 


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 bearer of any Bearer Security and the
bearer of any coupon as the absolute owner of such


 


33





















 


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 310.  Cancellation.  All Securities and coupons surrendered for
payment, conversion, redemption, repayment, registration of transfer or
exchange shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee, and any such Securities surrendered directly to the
Trustee for any such purpose shall be promptly cancelled by it.  If the Company shall acquire any of the
Securities, such acquisition shall not operate as a redemption, repurchase or
satisfaction of the indebtedness represented by such Securities unless and
until the same are delivered to the Trustee for cancellation.  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.  All
Securities surrendered for the purpose of payment, redemption, repurchase,
conversion, exchange or registration of transfer shall, if surrendered to the
Company or any paying agent or any Securities registrar or any conversion
agent, be surrendered to the Trustee and promptly canceled by it, or, if
surrendered to the Trustee, shall be promptly canceled by it, and no Securities
shall be issued in lieu thereof except as expressly permitted by any of the
provisions of this Indenture.  The
Trustee shall dispose of such canceled Securities in accordance with its
customary procedures.


 


SECTION 311.  Computation of Interest.  Except as otherwise specified as contemplated
by Section 301 with respect to Securities of any series, interest, if
any,  on the Securities of each series
shall be computed on the basis of a 360-day year consisting of twelve 30-day
months.


 


SECTION 312.  Currency and Manner of
Payments in Respect of Securities. 
(a)  Unless otherwise specified with respect to any Securities
pursuant to Section 301, with respect to Registered Securities of any
series not permitting the election provided for in paragraph (b) below or
the Holders of which have not made the election provided for in paragraph (b) below,
and with respect to Bearer Securities of any series, except as provided in
paragraph (d) below, payment of the principal of (and premium, if any) and
interest, if any, on


 


34





















 


any Registered or Bearer Security of such series will
be made in the Currency in which such Registered Security or Bearer Security,
as the case may be, is payable.  The
provisions of this Section 312 may be modified or superseded with respect
to any Securities pursuant to Section 301.


 


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


 


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


 


35





















 


Exchange Rate in effect on the second
Business Day (the “Valuation Date”) immediately preceding each payment
date, and such determination shall be conclusive and binding for all purposes,
absent manifest error.


 


(d)           If
a Conversion Event occurs with respect to a Foreign Currency in which any of
the Securities are denominated or payable other than pursuant to an election
provided for pursuant to paragraph (b) above, then with respect to each
date for the payment of principal of (and premium, if any) and interest, if any
on the applicable Securities denominated or payable in such Foreign Currency
occurring after the last date on which such Foreign Currency was used (the “Conversion
Date”), the Dollar shall be the currency of payment for use on each such
payment date.  Unless otherwise specified
pursuant to Section 301, the Dollar amount to be paid by the Company to
the Trustee of each such series of Securities and by such Trustee or any Paying
Agent to the Holders of such Securities with respect to such payment date shall
be, in the case of a Foreign Currency other than a currency unit, the Dollar
Equivalent of the Foreign Currency or, in the case of a currency unit, the
Dollar Equivalent of the Currency Unit, in each case as determined by the
Exchange Rate Agent in the manner provided in paragraph (f) or (g) below.


 


(e)           Unless
otherwise specified pursuant to Section 301, if the Holder of a Registered
Security denominated in any Currency shall have elected to be paid in another
Currency as provided in paragraph (b) above, and a Conversion Event occurs
with respect to such elected Currency, such Holder shall receive payment in the
Currency in which payment would have been made in the absence of such election;
and if a Conversion Event occurs with respect to the Currency in which payment
would have been made in the absence of such election, such Holder shall receive
payment in Dollars as provided in paragraph (d) of this Section 312.


 


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


 


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


 


(h)           For
purposes of this Section 312, the following terms shall have the following
meanings:


 


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


 


A “Specified
Amount” of a Component Currency shall mean the number of units of such
Component Currency or fractions thereof which were represented in the relevant
currency unit on the Conversion Date.  If
after the Conversion Date the official unit of any Component Currency is
altered by way of combination or subdivision, the Specified


 


36





















 


Amount
of such Component Currency shall be divided or multiplied in the same
proportion.  If after the Conversion Date
two or more Component Currencies are consolidated into a single currency, the
respective Specified Amounts of such Component Currencies shall be replaced by
an amount in such single currency equal to the sum of the respective Specified
Amounts of such consolidated Component Currencies expressed in such single
currency, and such amount shall thereafter be a Specified Amount and such
single currency shall thereafter be a Component Currency.  If after the Conversion Date any Component
Currency shall be divided into two or more currencies, the Specified Amount of
such Component Currency shall be replaced by amounts of such two or more
currencies, having an aggregate Dollar Equivalent value at the Market Exchange
Rate on the date of such replacement equal to the Dollar Equivalent of the
Specified Amount of such former Component Currency at the Market Exchange Rate
immediately before such division, and such amounts shall thereafter be
Specified Amounts and such currencies shall thereafter be Component
Currencies.  If, after the Conversion
Date of the relevant currency unit, a Conversion Event (other than any event
referred to above in this definition of “Specified Amount”) occurs with
respect to any Component Currency of such currency unit and is continuing on
the applicable Valuation Date, the Specified Amount of such Component Currency
shall, for purposes of calculating the Dollar Equivalent of the Currency Unit,
be converted into Dollars at the Market Exchange Rate in effect on the
Conversion Date of such Component Currency.


 


“Election
Date” shall mean the Regular Record Date for the applicable series of
Registered Securities or at least 16 days prior to Maturity, as the case may
be, or such other prior date for any series of Registered Securities as
specified pursuant to clause (13) of Section 301 by which the written
election referred to in Section 312(b) may be made.


 


All decisions and
determinations of the Exchange Rate Agent regarding the Dollar Equivalent of
the Foreign Currency, the Dollar Equivalent of the Currency Unit, the Market
Exchange Rate and changes in the Specified Amounts as specified above shall be
in its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and irrevocably binding upon the Company, the
Trustee for the appropriate series of Securities and all Holders of such
Securities denominated or payable in the relevant Currency.  The Exchange Rate Agent shall promptly give
written notice to the Company and the Trustee for the appropriate series of
Securities of any such decision or determination.


 


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


 


37





















 


Amount above has occurred, the Company will similarly
give written notice to the Trustee of the appropriate series of Securities and
to the Exchange Rate Agent.


 


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


 


SECTION 313.  Appointment and Resignation of
Successor Exchange Rate Agent. 
(a)  Unless otherwise specified pursuant to Section 301,
if and so long as the Securities of any series (i) are denominated in a
Foreign Currency or (ii) may be payable in a Foreign Currency, or so long
as it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so
required, at least one Exchange Rate Agent. 
The Company will cause the Exchange Rate Agent to make the necessary foreign
exchange determinations at the time and in the manner specified pursuant to Section 301
for the purpose of determining the applicable rate of exchange and, if
applicable, for the purpose of converting the issued Foreign Currency into the
applicable payment Currency for the payment of principal (and premium, if any)
and interest, if any, pursuant to Section 312.


 


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


 


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


 


SECTION 314.  CUSIP Numbers.  The Company in issuing the Securities may use
“CUSIP” numbers (if then generally in use), and, if so, the Trustee shall
indicate the “CUSIP” numbers of the Securities in notices of redemption as a
convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of redemption and that reliance
may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers.  The Company
shall promptly notify the Trustee of any change in “CUSIP” numbers.


 


38





















 


ARTICLE FOUR


 


SATISFACTION AND DISCHARGE


 


SECTION 401.  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 expressly provided for herein or pursuant hereto and any right to
receive Additional Amounts, as provided in Section 1004), and the Trustee,
upon receipt of a Company Order, and at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture as to such series, in addition to such other circumstances as
specified or as contemplated by Section 301 or Article 14, when:


 


(1)           either:


 


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


 


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


 


(i)            have become due and payable, or


 


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


 


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


 


and the Company, in the
case of (i), (ii) or (iii) above, has irrevocably deposited or caused
to be deposited with the Trustee as trust funds in trust for such purpose an
amount in the Currency in which the Securities of such series are payable,
sufficient to pay and discharge the entire indebtedness on such Securities and
such coupons not theretofore delivered to the Trustee for cancellation, for principal


 


39





















 


(and premium, if any) and
interest, if any, to the date of such deposit (in the case of Securities which
have become due and payable) or to the Stated Maturity or Redemption Date, as
the case may be;


 


(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 606, the obligations
of the Company to any Authenticating Agent under Section 611 and, if money
shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under Section 402
and the last paragraph of Section 1003 shall survive.


 


SECTION 402.  Application of Trust Funds.  Subject to the provisions of the last
paragraph of Section 1003, all money deposited with the Trustee pursuant
to Section 401 shall be held in trust and applied by it, in accordance
with the provisions of the Securities, the coupons and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest, if any,
for whose payment such money has been deposited with or received by the
Trustee, but such money need not be segregated from other funds except to the
extent required by law.


 


ARTICLE FIVE


 


REMEDIES


 


SECTION 501.  Events of Default.  “Event of Default”, wherever used
herein with respect to any particular series of Securities, unless otherwise
specified with respect to a series of Securities pursuant to Section 301,
means any one of the following events (whatever the reason for such Event of
Default, 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 any Security of that series or of any coupon
appertaining thereto, when such interest or coupon becomes due and payable, and
continuance of such default for a period of 30 days; or


 


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


 


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


 


40





















 


(4)           default in the
performance, or breach, of any covenant or agreement of the Company in this
Indenture with respect to any Security of that series (other than a covenant or
agreement 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 60 days
after there has been given, by registered or certified mail, to the Company by
the Trustee or to the Company and the Trustee by the Holders of at least 25% in
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 pursuant to or within the meaning of any Bankruptcy Law:

  
	
   

  	
   

  	
   

  
	
   

  	
  (A)

  	
  commences a voluntary case,

  
	
   

  	
   

  	
   

  
	
   

  	
  (B)

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

  
	
   

  	
   

  	
   

  
	
   

  	
  (C)

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

  
	
   

  	
   

  	
   

  	 

	
   

  	
  (D)

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

  
	
   

  	
   

  	
   

  
	
  (6)

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

  
	
   

  	
   

  	
   

  
	
   

  	
  (A)

  	
  is for relief against the Company in an involuntary case,

  
	
   

  	
   

  	
   

  
	
   

  	
  (B)

  	
  appoints a Custodian of the Company or for all or substantially all
  of its property, or

  
	
   

  	
   

  	
   

  
	
   

  	
  (C)

  	
  orders the liquidation of the Company,

  



 


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.

  



 


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


 


SECTION 502.  Acceleration of Maturity;
Rescission and Annulment.  If
an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in 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
Original Issue Discount Securities or Indexed Securities, such portion of the
principal as may be specified in the terms thereof) of all the Securities of
that series and the accrued and unpaid interest thereon to be due and payable
immediately, by a notice in writing to


 


41





















 


the Company (and to the Trustee if given by the
Holders), and upon any such declaration such principal or specified portion
thereof and the accrued and unpaid interest thereon shall become immediately
due and payable.  If an Event of Default
specified in clause (5) or (6) of Section 501 occurs, then the
principal of all Securities of every series and the accrued and unpaid interest
thereon shall be immediately and automatically due and payable without necessity
of further action.  The Company shall
notify a Responsible Officer of the Trustee, promptly upon becoming aware
thereof, of any Event of Default.


 


At any time after such a
declaration of acceleration with respect to Securities of any series has been made
and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter provided in this Article, the Holders of a
majority in principal amount of the Outstanding Securities of that series, by
written notice to the Company 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 in which the Securities of such series are payable (except as
  otherwise specified pursuant to Section 301 for the Securities of such
  series and except, if applicable, as provided in Sections 312(b),
  312(d) and 312(e)):

  
	
   

  	
   

  	
   

  
	
  (A)         all overdue installments of interest,
  if any, on all Outstanding Securities of that series and any related coupons;

  
	
   

  	
   

  	
   

  
	
  (B)          the principal of (and premium, if
  any, on) all 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 plus 1%;

  
	
   

  	
   

  	
   

  
	
  (C)          to the extent that payment of such
  interest is lawful, interest upon overdue installments of interest at the
  rate or rates borne by or provided for in such Securities plus 1%; and

  
	
   

  	
   

  	
   

  
	
  (D)         all sums paid or advanced by the Trustee
  hereunder and the reasonable compensation, expenses, disbursements and
  advances of the Trustee, its agents and counsel, and any other amounts due to
  the Trustee under Section 606; and

  
	
   

  	
   

  	
   

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

  



 


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


 


SECTION 503.  Collection of Indebtedness and
Suits for Enforcement by Trustee. 
The Company covenants that if:


 


 


42





















 


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


 


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


 


then the Company will,
upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders
of Securities of such series and coupons, the whole amount then due and payable
on such Securities and coupons for principal (and premium, if any) and
interest, if any, with interest upon any overdue principal (and premium, if
any) and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installments of interest, 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, and any other amounts due to
the Trustee under Section 606.


 


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


 


If an Event of Default
with respect to Securities of any series occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights and the rights
of the Holders of Securities of such series and 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 504.  Trustee May File Proofs
of Claim.  In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or the
property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities 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 any overdue principal, premium or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise:


 


(i)            to file and prove a
claim for the whole amount of principal (or in the case of Original Issue
Discount Securities or Indexed Securities, such portion of the principal as may
be provided in the terms thereof) (and premium, if any) and interest, if any,
owing and unpaid in respect of the Securities and to file such other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee,


 


43





















 


its agents and counsel, and any other amounts due to the Trustee under Section 606)
and of the Holders allowed in such judicial proceeding, and


 


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


 


and any custodian,
receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each Holder
of Securities of such series and coupons to make such payments to the Trustee,
and in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee
and any predecessor Trustee, their agents and counsel, and any other amounts
due the Trustee or any predecessor Trustee under Section 606.


 


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


 


SECTION 505.  Trustee May Enforce
Claims Without Possession of Securities 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 506.  Application of Money Collected.  Any money collected by the Trustee pursuant
to this Article shall be applied in the following order, at the date or
dates fixed by the Trustee and, in case of the distribution of such money on
account of principal (or premium, if any) or interest, if any, upon
presentation of the Securities or coupons, or both, as the case may be, and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:


 


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


 


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


 


44





















 


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


 


SECTION 507.  Limitation on Suits.  No Holder of any Security of any series or
any related coupon shall have any right to institute any proceeding, judicial
or otherwise, with respect to this Indenture, or for the appointment of a  receiver or
trustee, or for any other remedy hereunder, unless:


 


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


 


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


 


(3)           such
Holder or Holders have offered to the Trustee 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 508.  Unconditional Right of
Holders to Receive Principal, Premium and Interest. 
Notwithstanding any other provision in this Indenture, the Holder of any
Security or coupon shall have the right which is absolute and unconditional to
receive payment of the principal of (and premium, if any) and (subject to
Sections 305 and 307) interest, if any, on 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.


 


SECTION 509.  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.


 


45





















 


SECTION 510.  Rights and Remedies
Cumulative.  Except as otherwise provided with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities
or coupons in the last paragraph of Section 306, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders of Securities or
coupons is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. 
The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.


 


SECTION 511.  Delay or Omission Not
Waiver.  No delay or omission of the Trustee or of any
Holder of any Security or coupon to exercise any right or remedy accruing upon
any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence
therein.  Every right and remedy given by
this Article or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or
by the Holders of Securities or coupons, as the case may be.


 


SECTION 512.  Control by Holders of Securities.  The Holders of a majority in principal amount
of the Outstanding Securities of any series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee 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 unjustly prejudicial to the Holders of Securities of such series not
consenting.


 


SECTION 513.  Waiver of Past Defaults.  Subject to Section 502, the Holders of
not less than a majority in principal amount of the Outstanding Securities of
any series may on behalf of the Holders of all the Securities of such series
and any related coupons waive any past default hereunder with respect to such
series and its consequences, except a default


 


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


 


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


 


Upon any such waiver,
such default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured, for every purpose of this Indenture; but no


 


46





















 


such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent thereon.


 


SECTION 514.  Waiver of Stay or Extension
Laws.  The Company covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and the Company
(to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had
been enacted.


 


ARTICLE SIX



THE TRUSTEE


 


SECTION 601.  Notice of Defaults.  Within 90 days after the occurrence of any
Default hereunder with respect to the Securities of any series, the Trustee
shall transmit in the manner and to the extent provided in TIA Section 313(c),
notice of such Default hereunder known to the Trustee, unless such Default shall
have been cured or waived; provided, however, that, except in the
case of a Default in the payment of the principal of (or premium, if any) or
interest, if any, on any Security of such series, or in the payment of any
sinking or purchase fund installment with respect to the Securities of such
series, the Trustee shall be protected in withholding such notice if and so
long as a Responsible Officer of the Trustee in good faith determines 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 501(4) with
respect to the Securities and coupons of such series, no such notice to Holders
shall be given until at least 60 days after the occurrence thereof.


 


SECTION 602.  Certain Rights of Trustee.  Subject to the provisions of TIA Section 315(a) through
315(d):


 


(1)           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.


 


(2)           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 303 which shall be sufficiently evidenced as
provided therein) and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution.


 


(3)           Whenever in the
administration of this Indenture the Trustee shall deem it desirable that a
matter be proved or established prior to taking, suffering or omitting any


 


47





















 


action hereunder,
the Trustee (unless other evidence be herein specifically prescribed) may, in
the absence of bad faith on its part, rely upon a Board Resolution, an Opinion
of Counsel or an Officers’ Certificate.


 


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


 


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


 


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


 


(7)           The Trustee may
execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys and the Trustee shall not
be responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder.


 


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


 


(9)           The Trustee shall
not be charged with knowledge of any Default or Event of Default with respect
to the Securities of any series unless either (1) such Default or Event of
Default is known, or ought reasonably to have been known, by a Responsible
Officer of the Trustee or (2) written notice of such Default of Event of
Default shall have been given to the Trustee by the Company or any other
obligor on the Securities of any series or by any Holder of the Securities of
any series.


 


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


 


SECTION 603.  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


 


48





















 


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 and that the
statements made by it in a Statement of Eligibility on Form T-1
supplied to the Company are true and accurate, subject to the qualifications
set forth therein.  Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of Securities or the proceeds thereof.


 


SECTION 604.  May Hold Securities.  The Trustee, any 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 605.  Money Held in Trust.  Money held by the Trustee in trust hereunder
need not be segregated from other funds except to the extent required by
law.  The Trustee shall be under no
liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company.


 


SECTION 606.  Compensation and
Reimbursement.  The Company agrees:


 


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


 


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


 


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


 


As security for the
performance of the obligations of the Company under this Section, the Trustee
for the Securities of any series shall have a claim prior to the Securities of
such series 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,
if any) or interest, if any, on Securities or any coupons of such series.


 


49





















 


The provisions of this Section 606
shall survive the resignation or removal of the Trustee and the termination of
this Indenture.


 


SECTION 607.  Corporate Trustee Required; Eligibility.  There shall at all times be a Trustee
hereunder which shall be eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined capital and surplus of
at least $50,000,000.  If such
corporation publishes reports of condition at least annually, pursuant to law
or 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 608.  Resignation and Removal;
Appointment of Successor.  (a)  No resignation or removal of
the Trustee and no appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor Trustee
in accordance with the applicable requirements of Section 609.


 


(b)           The
Trustee may resign at any time with respect to the Securities of one or more
series by giving 30 days’ prior written notice thereof to the Company.


 


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


 


(d)           If
at any time:


 


(1)           the Trustee shall fail to comply with
the provisions of TIA Section 310(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


 


(2)           the Trustee shall cease to be
eligible under Section 607 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


 


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


 


then, in any such case, (i) the
Company 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.


 


50





















 


(e)           If
an instrument of acceptance by a successor Trustee shall not have been
delivered to the Trustee within 30 days after the giving of a notice of
resignation or the delivery of an Act of removal, the Trustee resigning or
being removed may petition any court of competent jurisdiction for the
appointment of a successor Trustee.


 


(f)            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.


 


(g)           The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series in the manner
provided for notices to the Holders of Securities in Section 106.  Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office.


 


SECTION 609.  Acceptance of Appointment
by Successor.  (a)  In case of the appointment
hereunder of a successor Trustee with respect to all Securities, every such
successor Trustee shall execute, acknowledge and deliver to the Company 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 606.


 


(b)           In
case of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or
more series shall execute and deliver an indenture supplemental hereto wherein
each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm


 


51





















 


to,
and to vest in, each successor Trustee all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates, (2) if
the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee,
and (3) shall add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, subject to the lien, if any,
provided by Section 606.


 


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


 


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


 


SECTION 610.  Merger, Conversion,
Consolidation or Succession to Business.  Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all 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 611.  Appointment of
Authenticating Agent.  At any time when any of the Securities remain
Outstanding, the Trustee may appoint an Authenticating Agent or


 


52





















 


Authenticating Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, registration of transfer or
partial redemption thereof, and Securities so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Any such appointment
shall be evidenced by an instrument in writing signed by a Responsible Officer
of the Trustee, 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 301, shall at all times
be a bank or trust company or corporation organized and doing business and in
good standing under the laws of the United States, authorized under such laws
to act as Authenticating Agent, having a combined capital and surplus of not
less than $1,500,000 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 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 the series with respect to which such
Authenticating Agent will serve in the manner set forth in Section 106.  Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent herein.  No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.


 


53





















 


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 of any
Authenticating Agent 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.


 


	
   

  	
  WILMINGTON TRUST COMPANY,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  as Authenticating Agent

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  
						



 


 


ARTICLE SEVEN



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


SECTION 701.  Disclosure of Names and
Addresses of Holders.  Every Holder of Securities or coupons, by
receiving and holding the same, agrees with the Company 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 702.  Reports by Trustee.  Within 60 days after May 15 of each year
commencing with the first May 15 after the first issuance of Securities
pursuant to this Indenture, the Trustee shall transmit by mail to all Holders
of Securities as provided in TIA Section 313(c) a brief report dated
as of such May 15 if required by TIA Section 313(a).


 


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


 


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SECTION 703.  Reports by 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 Securities Exchange Act of 1934; 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 Securities
Exchange Act of 1934 in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such rules and
regulations;


 


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


 


(3)           comply with all other
provisions of TIA Section 314(a); and


 


(4)           comply with
the provisions of Section 1005 hereof.


 


SECTION 704.  Calculation of Original
Issue Discount.  With respect to any Original Issue Discount
Security issued pursuant to Section 301, if any, upon request of the
Trustee, the Company shall file with the Trustee promptly at the end of each
calendar year a written notice specifying the amount of original issue discount
(including daily rates and accrual periods), if any, accrued on Outstanding
Securities as of the end of such year.


 


ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER


 


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


 


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


 


55





















 


every covenant
and obligation of this Indenture and the Securities on the part of the Company
to be performed or observed;


 


(2)           immediately
after giving effect to such transaction, no Default or Event of Default shall
have happened and be continuing; and


 


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


 


SECTION 802.  Successor Person Substituted.  Upon any consolidation or merger, or any
conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety in accordance with Section 801, the successor
Person formed by such consolidation or into which the  Company is merged or the successor Person to
which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor had been named as the
Company herein; and in the event of any such conveyance, transfer or lease, the
Company shall be discharged from all obligations and covenants under this
Indenture and the Securities and coupons and may be dissolved and liquidated.


 


ARTICLE NINE



SUPPLEMENTAL INDENTURES


 


SECTION 901.  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


 


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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 registerable as to principal, to change or eliminate any restrictions on the
payment of principal of or any premium or interest on Bearer Securities, to
permit Bearer Securities to be issued in exchange for Registered Securities, to
permit Bearer Securities to be issued in exchange for Bearer Securities of
other authorized denominations or to permit or facilitate the issuance of
Securities in uncertificated form; provided that any such action shall
not, as evidenced by an Opinion of Counsel delivered to the Trustee, 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 establish the
form or terms of Securities of any series and any related coupons as permitted
by Sections 201 and 301, including the provisions and procedures relating to
the relative priority of the Securities or relating to Securities convertible
into or exchangeable for any securities of any Person (including the Company);
or


 


(7)           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


 


(8)           to cure any
ambiguity, to correct or supplement any provision herein which may be
inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Indenture;  provided
that any such action shall not, as evidenced by an Opinion of Counsel delivered
to the Trustee, adversely affect the interests of the Holders of Securities of
any series or any related coupons in any material respect; or


 


(9)           to supplement any of
the provisions of this Indenture to such extent as shall be necessary to permit
or facilitate the defeasance and discharge of any series of Securities pursuant
to Sections 401, 1402 and 1403; provided that any such action shall not,
as evidenced by an Opinion of Counsel delivered to the Trustee, 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 902.  Supplemental Indentures
with Consent of Holders.  With the consent of the Holders of not less
than a majority in principal amount of all Outstanding


 


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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:


 


(1)           change the Stated
Maturity of the principal of (or premium, if any, on) or any installment of
principal of or interest on, any Security; or reduce the principal amount
thereof or the rate of interest thereon, or any premium payable upon the
redemption thereof, or change any obligation of the Company to pay Additional
Amounts pursuant to Section 1004 (except as contemplated by Section 801(1) and
permitted by Section 901(1)), or reduce the portion of the principal of an
Original Issue Discount Security or Indexed Security that would be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502
or the amount thereof provable in bankruptcy pursuant to Section 504, or
adversely affect any right of repayment at the option of the Holder of any
Security, or change any Place of Payment where, or the Currency in which, any
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption or repayment at the option of
the Holder, on or after the Redemption Date or the Repayment Date, as the case
may be), or adversely affect any right to convert or exchange any Security as
may be provided pursuant to Section 301 herein; or


 


(2)           reduce the
percentage in principal amount of the Outstanding Securities of 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 (of 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 1504 for quorum or voting; or


 


(3)           modify
any of the provisions of this Section, Section 513 or Section 1006,
except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Security affected thereby.


 


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 solely for the benefit of one or more
particular series of Securities, or which modifies the rights of the Holders of
Securities of such series with respect to such covenant or other provision,
shall be deemed not to affect the rights under this Indenture of the Holders of
Securities of any other series.


 


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The Company may, but
shall not be obligated to, fix a record date for the purpose of determining the
Persons entitled to consent to any indenture supplemental hereto.  If a record date is fixed, the Holders on
such record date, or their duly designated proxies, and only such Persons,
shall be entitled to consent to such supplemental indenture, whether or not
such Holders remain Holders after such record date; provided that unless
such consent shall have become effective by virtue of the requisite percentage
having been obtained prior to the date which is 90 days after such record date,
any such consent previously given shall automatically and without further
action by any Holder be cancelled and of no further effect.


 


SECTION 903.  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, in addition to any documents required by Section 102,
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.  The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.


 


SECTION 904.  Effect of Supplemental
Indentures.  Upon the execution of any supplemental
indenture under this Article, this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part of this Indenture
for all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder and of any coupon appertaining thereto
shall be bound thereby.


 


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


 


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


 


ARTICLE TEN



COVENANTS


 


SECTION 1001.  Payment of Principal,
Premium and Interest.  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, if any) and interest, if any, on
the Securities of that series in accordance with the terms of such series of
Securities, any coupons appertaining thereto and this Indenture.  Any interest due on Bearer Securities on or
before Maturity, other than Additional Amounts, if any, payable as provided in Section 1004
in respect of principal of


 


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


 


SECTION 1002.  Maintenance of Office or
Agency.  If 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, where Securities of that series that are
convertible or exchangeable may be surrendered for conversion or exchange, as
applicable, 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 registration of
transfer, where Securities of that series may be surrendered for exchange,
where Securities of that series that are convertible or exchangeable may be
surrendered for conversion or exchange, as applicable, 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; provided, however, that if the Securities of that
series are listed on the Luxembourg Stock Exchange or any other 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
Luxembourg or any other required city located outside the United States, as the
case may be, so long as the Securities of that series are listed on such
exchange, and (C) subject to any laws or regulations applicable thereto,
in a Place of Payment for that series located outside the United States an
office or agency where any Registered Securities of that series may be
surrendered for registration of transfer, where Securities of that series may
be surrendered for exchange, where Securities of that series that are
convertible or exchangeable may be surrendered for conversion or exchange, as
applicable, 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 at the offices specified in the Security, in
London, England, and the Company hereby appoints the same as its agent to
receive such respective presentations, surrenders, notices and demands, and


 


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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 301, no
payment of principal, premium or interest on Bearer Securities shall be made at
any office or agency of the Company in the United States or by check mailed to
any address in the United States or by transfer to an account maintained with a
bank located in the United States; provided, however, that, if
the Securities of a series are payable in Dollars, payment of principal of (and
premium, if any) and interest, if any, on any Bearer Security 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 or interest, as the case may be, at all offices or agencies
outside the United States maintained for such 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 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 301 with respect to a series of
Securities, the Company hereby designates as Places of Payment for each series
of Securities New York, New York and initially appoints the Trustee at its
Corporate Trust Office as Paying Agent in such city and as its agent to receive
all such presentations, surrenders, notices and demands.


 


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


 


SECTION 1003.  Money for Securities
Payments to Be Held in Trust.  If the Company shall at any time act as its
own 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 (or premium,
if any) or interest, if any, on any of the Securities of that series, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum in the
Currency in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such
series and except, if applicable, as provided in Sections 312(b), 312(d) and
312(e)) sufficient to pay the principal of (and premium, if any) and interest,
if any, on Securities of such series so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided, and will
promptly notify the Trustee of its action or failure so to act; provided that if such deposit is made on
the due date, such deposit shall be received by the Paying Agent by 10:00 a.m.
New York City time, on such date.


 


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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 (or
premium, if any) or interest, if any, on any Securities of that series, deposit
with a Paying Agent a sum (in the Currency described in the preceding
paragraph) sufficient to pay the principal (or premium, if any) or interest, if
any, so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.


 


The Company 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, the Company and any 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 (or premium, if any) or interest, if any, on any Security of
any series and remaining unclaimed for two years after such principal, premium
or interest 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,
premium or interest on 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 publication, any unclaimed balance of such
money then remaining will be repaid to the Company.


 


SECTION 1004.  Additional Amounts.  If the Securities of a series provide for the
payment of Additional Amounts, the Company will pay to the Holder of a Security
of such series or any coupon appertaining thereto Additional Amounts as may be
specified as contemplated by Section 301. 
Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of (or premium, if any) or interest, if any, on 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 301
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 301, 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


 


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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, premium or interest if there has been any
change with respect to the matters set forth in the below-mentioned Officers’
Certificate, the Company will furnish the Trustee and the Company’s 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, 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 the series.  If any such
withholding shall be required, then such Officers’ Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such
Holders of Securities 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 1005.  Statement as to Compliance.  (a)  The Company will deliver to the
Trustee, within 120 days after the end of each fiscal year (beginning with the
fiscal year ending on December 31, 2005), an Officers’ Certificate,
stating whether or not, to the best knowledge of the signers thereof, the
Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof
known to the Officers signing such certificate.


 


(b)           The Company will, so long as any of
the Securities of any series are Outstanding, deliver to the Trustee, as
promptly as practicable upon an Officer of the Company becoming aware of any
default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) or any Event of Default, an Officers’
Certificate specifying such default or Event of Default and what action the
Company is taking or proposes to take with respect thereto and the status
thereof.


 


(c)           Any notice required to be given under
this Section 1005 shall be delivered to a Responsible Officer of the
Trustee at its Corporate Trust Office.


 


SECTION 1006.  Waiver of Certain Covenants.  The Company may omit in any particular
instance to comply with any term, provision or condition as specified pursuant
to


 


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Section 301(15) for Securities of any series, in any covenants of
the Company added to Article Ten pursuant to Section 301(14) or Section 301(15)
in connection with Securities of a series, if before or after the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of that series, by Act of such Holders, waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.


 


SECTION 1007.  Corporate Existence.  Subject to Article Eight, the Company
will at all times do or cause to be done all things necessary to preserve and
keep in full force and effect its corporate existence and its rights and
franchises; provided that nothing in this Section 1007 shall prevent the
abandonment or termination of any right or franchise of the Company if, in the
opinion of the Company, such abandonment or termination is in the best
interests of the Company.


 


SECTION 1008.  Insurance.  The Company covenants and agrees that it will
maintain, and cause each of its subsidiaries to maintain, insurance with
responsible and reputable insurance companies or associations or through a
program of self-insurance in such amounts and covering such risks as, taken as
a whole, are generally consistent with sound business practice for corporations
engaged in the same or a similar business similarly situated.


 


ARTICLE ELEVEN



REDEMPTION OF SECURITIES


 


SECTION 1101.  Applicability of Article.  Securities of any series which are redeemable
before their Stated Maturity shall be redeemable in accordance with their terms
and (except as otherwise specified as contemplated by Section 301 for
Securities of any series) in accordance with this Article.


 


SECTION 1102.  Election to
Redeem; Notice to Trustee.  The election of the Company to redeem any
Securities shall be evidenced by or pursuant to a Board Resolution.  In case of any redemption at the election of
the Company of less than all of the Securities of any series, the Company
shall, at least 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee in writing 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 1103.  Selection by Trustee of
Securities to Be Redeemed.  If less than all the Securities of any series
issued on the same day with the same terms are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior


 


64





















 


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.


 


SECTION 1104.  Notice of Redemption.  Notice of redemption shall be given in the
manner provided in Section 106, 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 301, 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 and accrued interest, if any, to the Redemption Date payable
as provided in Section 1106,


 


(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, the notice which relates to such Security shall
state that on and after the Redemption Date, upon surrender of such Security,
the Holder will receive, without 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, if any, to the
Redemption Date payable as provided in Section 1106 will become due and
payable upon each such Security, or the portion thereof, to be redeemed and, if
applicable, that interest thereon shall cease to accrue on and after said date,


 


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


 


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


 


(8)           that, unless
otherwise specified in such notice, Bearer Securities of any series, if any,
surrendered for redemption must be accompanied by all coupons maturing
subsequent to the 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 Securities not subject to redemption on this Redemption Date
pursuant to Section 305 or otherwise, the last date, as determined by the
Company, on which such exchanges may be made, and


 


(10)         the
CUSIP number of such Security, if any.


 


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


 


SECTION 1105.  Deposit of Redemption Price.  On or prior to 10:00 a.m., New York City
time, on any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent,
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 1003) an amount of
money in the Currency in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities
of such series and except, if applicable, as provided in Sections 312(b), 312(d) and
312(e)) sufficient to pay 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 1106.  Securities Payable on
Redemption Date.  Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified in the
Currency in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such
series and except, if applicable, as provided in Sections  312(b), 312(d) and 312(e)) (together
with accrued interest, if any, to the Redemption Date), and from and after such
date (unless the Company shall default in the payment of the Redemption Price
and accrued interest, if any) such Securities shall if the same were
interest-bearing cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void.  Upon
surrender of any such Security for redemption in accordance with said notice,
together with all coupons, if


 


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any, appertaining thereto maturing after the Redemption Date, such Security
shall be paid by the Company at the Redemption Price, together with accrued
interest, if any, to the Redemption Date; provided, however, that
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of coupons for such interest, and provided  further
that installments of interest on Registered Securities whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.


 


If any Bearer Security
surrendered for redemption shall not be accompanied by all appurtenant coupons
maturing after the Redemption Date, such Security may be paid after deducting
from the Redemption Price an amount equal to the face amount of all such
missing coupons, or the surrender of such missing coupon or coupons may be
waived by the Company and the Trustee if there be furnished to them such security
or indemnity as they may require to save each of them and any Paying Agent
harmless.  If thereafter the Holder of
such Security shall surrender to the Trustee or any Paying Agent any such
missing coupon in respect of which a deduction shall have been made from the
Redemption Price, such Holder shall be entitled to receive the amount so
deducted; provided, however, that interest represented by coupons
shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise
specified as contemplated by Section 301, only upon presentation and
surrender of those coupons.


 


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


 


SECTION 1107.  Securities Redeemed in Part.  Any Registered 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. 
However, if less than all the Securities of any series with differing
issue dates, interest rates and stated maturities are to be redeemed, the
Company in its sole discretion shall select the particular Securities to be
redeemed and shall notify the Trustee in writing thereof at least 45 days prior
to the relevant redemption date.


 


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ARTICLE TWELVE



SINKING FUNDS


 


SECTION 1201.  Applicability of Article.  The provisions of this Article shall be
applicable to any sinking fund for the retirement of Securities of a series
except as otherwise specified as contemplated by Section 301 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 1202.  Each sinking fund payment shall be applied to
the redemption of Securities of any series as provided for by the terms of
Securities of such series.


 


SECTION 1202.  Satisfaction of Sinking
Fund Payments with Securities.  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; 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 1203.  Redemption of Securities
for Sinking Fund.  Not less than 60 days prior to each sinking
fund payment date for Securities of any series, the Company will deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing
mandatory sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of
cash in the Currency in which the Securities of such series are payable (except
as otherwise specified pursuant to Section 301 for the Securities of such
series and except, if applicable, as provided in Sections 312(b), 312(d) and
312(e)) and the portion thereof, if any, which is to be satisfied by delivering
and crediting Securities of that series pursuant to Section 1202, and the
optional amount, if any, to be added in cash to the next ensuing mandatory
sinking fund payment, and will also deliver to the Trustee any Securities to be
so delivered and credited.  If such
Officers’ Certificate shall specify an optional amount to be added in cash to
the next ensuing mandatory sinking fund payment, the Company shall thereupon be
obligated to pay the amount therein specified. 
Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund payment
date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. 
Such notice having been duly given, the


 


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redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 1106 and
1107.


 


ARTICLE THIRTEEN



REPAYMENT AT THE OPTION OF HOLDERS


 


SECTION 1301.  Applicability of Article.  Repayment of Securities of any series before
their Stated Maturity at the option of Holders thereof, if permitted pursuant
to the terms of such Securities, shall be made in  accordance with the terms of such Securities
and (except as otherwise specified by the terms of such series established
pursuant to Section 301) in accordance with this Article.


 


SECTION 1302.  Repayment of Securities.  Securities of any series subject to repayment
in whole or in part at the option of the Holders thereof will, unless otherwise
provided in the terms of such Securities, be repaid at the Repayment Price
thereof, together with interest, if any, thereon 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 1003) an amount of money in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of such series and except, if
applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient
to pay the Repayment Price 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 1303.  Exercise of Option.  Securities of any series subject to repayment
at the option of the Holders thereof will contain an “Option to Elect Repayment”
form on the reverse of such Securities. 
To be repaid at the option of the Holder, any Security so providing for
such repayment, with the “Option to Elect Repayment” form on the reverse
of such Security duly completed by the Holder (or by the Holder’s attorney duly
authorized in writing), must be received by the Company at the Place of Payment
therefore 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 45 days nor later than 30 days prior to the
Repayment Date.  If less than the entire
Repayment Price of such Security is to be repaid in accordance with the terms
of such Security, the portion of the Repayment Price 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 such Security surrendered that is
not to be repaid, must be specified. Any Security providing for repayment at
the option of the Holder thereof may not be repaid in part if, following such
repayment, the unpaid principal amount of such Security would be less than the
minimum authorized denomination of Securities of the series of which such
Security to be repaid is a part.  Except
as otherwise may be provided by the terms of any Security providing for
repayment at the option of the Holder thereof, exercise of the repayment option
by the Holder shall be irrevocable unless waived by the Company.


 


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SECTION 1304.  When Securities Presented for Repayment
Become Due and Payable.  If
Securities of any series providing for repayment at the option of the Holders
thereof shall have been surrendered as provided in this Article and as
provided by or pursuant to the terms of such Securities, such Securities or the
portions thereof, as the case may be, to be repaid shall become due and payable
and shall be paid by the Company 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 Repayment Price 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 1002) and, unless otherwise specified pursuant to Section 301,
only upon presentation and surrender of such coupons; and provided  further
that, in the case of Registered Securities, installments of interest, if any,
whose Stated Maturity is on or prior to the Repayment Date shall be payable
(but without interest thereon, unless the Company shall default in the payment
thereof) to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.


 


If any Bearer Security
surrendered for repayment shall not be accompanied by all appurtenant coupons
maturing after the Repayment Date, such Security may be paid after deducting
from the amount payable therefor as provided in Section 1302 an amount
equal to the face amount of all such missing coupons, or the surrender of such
missing coupon or coupons may be waived by the Company 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 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation
and surrender of those coupons.


 


If any Security
surrendered for repayment shall not be so repaid upon surrender thereof, the
Repayment Price shall, until paid, bear interest from the Repayment Date at the
rate of interest set forth in such Security or, in the case of an Original
Issue Discount Security, at the Yield to Maturity of such Security.


 


SECTION 1305.  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 1401. 
Applicability of Article; Company’s Option to Effect Defeasance or
Covenant Defeasance.  If pursuant to Section 301
provision is made for either or both of (a) defeasance of the Securities of a
series under Section 1402 or (b) covenant defeasance of the Securities of a
series under Section 1403, then the provisions of such Section or Sections, as
the case may be, together with the other provisions of this Article (with such
modifications thereto as may be specified pursuant to Section 301 with respect
to any Securities), shall be applicable to such Securities and any coupons
appertaining thereto, and the Company may at its option by Board Resolution, at
any time, with respect to such Securities and any coupons appertaining thereto,
elect to have Section 1402 (if applicable) or Section 1403 (if applicable) be
applied to such Outstanding Securities and any coupons appertaining thereto
upon compliance with the conditions set forth below in this Article.


 


SECTION 1402.  Defeasance and Discharge.  Upon the Company’s exercise of the above
option applicable to this Section with respect to any Securities of 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 1404 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 1405 and the other Sections of this Indenture referred to
in clauses (A) and (B) of this Section, and to have satisfied all its other
obligations under such Securities and any coupons appertaining thereto and 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 1404 and as more fully set forth in such
Section, payments in respect of the principal of (and premium, if any) and
interest, if any, on such Securities and any coupons appertaining thereto when
such payments are due, (B) the Company’s obligations with respect to such
Securities under Sections 305, 306, 1002 and 1003 and with respect to the
payment of Additional Amounts, if any, on such Securities as contemplated by
Section 1004, (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 1403 with respect to such Securities and any coupons
appertaining thereto.


 


SECTION 1403.  Covenant Defeasance.  Upon the Company’s exercise of the above
option applicable to this Section, the Company shall be released from its
obligations under any covenant specified with respect to any Outstanding
Securities of any series of Securities established pursuant to Section 301 and
any coupons appertaining to any such Securities, on and after the date the
conditions set forth in Section 1404 are satisfied (hereinafter, “covenant
defeasance”), and such Securities and any coupons appertaining thereto
shall thereafter be deemed to be not “Outstanding” for the purposes of any
direction, waiver, consent or declaration 


 


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or Act of Holders
(and the consequences of any thereof) in connection with any such 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
501(4) or 501(7) or otherwise, as the case may be, but, except as specified
above, the remainder of this Indenture and such Securities and any coupons
appertaining thereto shall be unaffected thereby.


 


SECTION 1404.  Conditions to Defeasance or
Covenant Defeasance.  The
following shall be the conditions to application of Section 1402 or Section
1403 to any Outstanding Securities of a series and any coupons appertaining
thereto:


 


(a)           The Company shall irrevocably have
deposited or caused to be deposited with the Trustee (or another trustee
satisfying the requirements of Section 607 who shall agree to comply with the
provisions of this Article Fourteen applicable to it) as trust funds in trust
for the purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of such
Securities and any coupons appertaining thereto, (1) an amount (in such
Currency in which such Securities and any coupons appertaining thereto are then
specified as payable at Stated Maturity), or (2) Government Obligations
applicable to such Securities and coupons appertaining thereto (determined on
the basis of the Currency in which such Securities and coupons appertaining
thereto are then specified as payable at Stated Maturity) which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than one day before the due date of
any payment of principal of (and premium, if any) and interest, if any, on such
Securities and any coupons appertaining thereto, money in an amount, or (3) a
combination thereof in an amount, and, in case of (1), (2) or (3), sufficient,
in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee (or
other qualifying trustee) to pay and discharge, (i) the principal of (and
premium, if any) and interest, if any, 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.


 


(b)           Such defeasance or covenant
defeasance shall not result in a breach or violation of, or constitute a
default under, this Indenture or any other material agreement or instrument to
which the Company is a party or by which it is bound.


 


(c)           No Default or Event of Default with
respect to such Securities and any coupons appertaining thereto shall have
occurred and be continuing on the date of such 


 


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deposit or, insofar as
Sections 501(5) and 501(6) are concerned, at any time during the period ending
on the 91st day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until the expiration of such period).


 


(d)           In the case of an election under Section
1402, 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.


 


(e)           In the case of an election under
Section 1403, 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.


 


(f)            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 1402 or the
covenant defeasance under Section 1403 (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 1402 or Section 1403 (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.


 


(g)           Notwithstanding any other provisions
of this Section, such defeasance or covenant defeasance shall be effected in
compliance with any additional or substitute terms, conditions or limitations
which may be imposed on the Company in connection therewith pursuant to Section
301.


 


SECTION 1405.  Deposited Money and Government
Obligations to Be Held in Trust; Other Miscellaneous Provisions.  Subject to the provisions of the last
paragraph of Section 1003, all money and Government Obligations (or other
property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 1405, the “Trustee”) pursuant to Section
1404 in respect of any Outstanding Securities of any series and any coupons
appertaining thereto shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and any coupons appertaining thereto
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities and any coupons appertaining


 


73





















 


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


 


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


 


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


 


SECTION 1406.  Reinstatement.  (a)  If the Trustee or Paying Agent
is unable to apply any money or Government Obligations in accordance with
Section 1405 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company’s obligations under this
Indenture and the Securities of the applicable series issued hereunder shall be
revived and reinstated as though no deposit has occurred pursuant to this
Article Fourteen until such time as the Trustee or Paying Agent is permitted to
apply all such money or Government Obligations in accordance with Section 1405.


 


(b)           If
the Company’s obligations under this Indenture and the Securities of the
applicable series issued hereunder shall be revived and reinstated in
accordance with this Section


 


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1406, the Company
shall be permitted, at its discretion to withdraw all or a portion of the
deposits made by the Company pursuant to this Article Fourteen.


 


(c)           If
the Company elects not to withdraw any of the deposits made by the Company
pursuant to this Article Fourteen, if and when the Trustee or Paying Agent is
later permitted to apply all such money or Government Obligations in accordance
with Section 1405, the rights of the Company shall be subrogated to the rights
of the Holders of the Securities of the applicable series to receive payments
from the money or Government Obligations deposited by the Company pursuant to
Article Fourteen and held by the Trustee or Paying Agent; provided that
if the Company shall have made any payment of principal or interest on the
Securities of any series because of the revival and reinstatement of its
obligations, which payment is not sourced from any amounts deposited by the
Company pursuant to Article Fourteen (such amount, in the aggregate, being
referred to as the “Company Paid Amount”), the Company shall be
permitted, at its discretion, to withdraw all or a portion of the deposits made
by the Company pursuant to this Article Fourteen up to the Company Paid Amount.


 


ARTICLE FIFTEEN


 


MEETINGS
OF HOLDERS OF SECURITIES


 


SECTION 1501.  Purposes for Which Meetings
May Be Called.  If Securities
of a series are issuable as Bearer Securities, a meeting of Holders of
Securities of such series may be called at any time and from time to time
pursuant to this Article to make, give or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be made, given or taken by Holders of Securities of such series.


 


SECTION 1502.  Call, Notice and Place of
Meetings.  (a)  The
Trustee may at any time call a meeting of Holders of Securities of any series
for any purpose specified in Section 1501, to be held at such time and at such
place in the Borough of Manhattan, The City of New York, 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 106, not less than
15 nor more than 180 days prior to the date fixed for the meeting.


 


(b)           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 1501, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have made the first publication of the
notice of such meeting within five days after receipt of such request or shall
not thereafter proceed to cause the meeting to be held as provided herein, then
the Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in the
Borough of Manhattan, The City of New York, for such meeting and may call such
meeting for such purposes by giving notice thereof as provided in subsection
(a) of this Section.


 


75





















 


SECTION 1503.  Persons Entitled to Vote at
Meetings.  To be entitled to
vote at any meeting of Holders of Securities of any series, a Person shall be
(1) a Holder of one or more Outstanding Securities of such series, or (2) a
Person appointed by an instrument in writing as proxy for a Holder or Holders
of one or more Outstanding Securities of such series by such Holder or
Holders.  The only Persons who shall be
entitled to be present or to speak at any meeting of Holders of Securities of
any series shall be the Persons entitled to vote at such meeting and their
counsel, any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.


 


SECTION 1504.  Quorum; Action.  The Persons entitled to vote a majority in principal
amount of the Outstanding Securities of a series shall constitute a quorum for
a meeting of Holders of Securities of such series; provided, however,
that if any action is to be taken at such meeting with respect to a consent or
waiver which this Indenture expressly provides may be given by the Holders of
not less than a specified percentage in principal amount of the Outstanding
Securities of a series, the Persons entitled to vote such specified percentage
in principal amount of the Outstanding Securities of such series shall
constitute a quorum.  In the absence of a
quorum within 30 minutes of the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved.  In any other case
the meeting may be adjourned for a period of not less than five 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 five 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 1502(a), except that such notice
need be given only once not less than five days prior to the date on which the
meeting is scheduled to be reconvened. 
Notice of the reconvening of any adjourned meeting shall state expressly
the percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum.


 


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


 


76





















 


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


 


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


 


(ii)           the principal
amount of the Outstanding Securities of such series that vote in favor of such
request, demand, authorization, direction, notice, consent, waiver or other
action shall be taken into account in determining whether such request, demand,
authorization, direction, notice, consent, waiver or other action has been
made, given or taken under this Indenture.


 


SECTION 1505.  Determination of Voting
Rights; Conduct and Adjournment of Meetings.  (a)  Notwithstanding any provisions
of this Indenture, the Trustee may make such reasonable regulations as it may
deem advisable for any meeting of Holders of Securities of a series in regard
to proof of the holding of Securities of such series and of the appointment of
proxies and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the right
to vote, and such other matters concerning the conduct of the meeting as it
shall deem appropriate.  Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the Person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Securities. 
Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the
proof specified in Section 104 or other proof.


 


(b)           The
Trustee shall, by an instrument in writing appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders
of Securities as provided in Section 1502(b), in which case the Company or the
Holders of Securities of the series calling the meeting, as the case may be,
shall in like manner appoint a temporary chairman.  A permanent chairman and a permanent
secretary of the meeting shall be elected by vote of the Persons entitled to
vote a majority in principal amount of the Outstanding Securities of such
series represented at the meeting.


 


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


 


(d)           Any
meeting of Holders of Securities of any series duly called pursuant to Section
1502 at which a quorum is present may be adjourned from time to time by Persons



 


77





















 


entitled to vote a
majority in principal amount of the Outstanding Securities of such series
represented at the meeting, and the meeting may be held as so adjourned without
further notice.


 


SECTION 1506.  Counting Votes and Recording
Action of Meetings.  The vote
upon any resolution submitted to any meeting of Holders of Securities of any
series shall be by written ballots on which shall be subscribed the signatures
of the Holders of Securities of such series or of their representatives by
proxy and the principal amounts and serial numbers of the Outstanding
Securities of such series held or represented by them.  The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports in duplicate of all votes cast at
the meeting.  A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
Series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the fact, setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1502 and, if
applicable, Section 1504.  Each copy
shall be signed and verified by the affidavits of the permanent chairman and
secretary of the meeting and one such copy shall be delivered to the Company
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.


 


*  *  * 
*  *


 


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.


 


78





















 


IN
WITNESS WHEREOF, the undersigned being duly authorized, have executed this
Indenture on behalf of the respective parties hereto as of the date first above
written.


 


 


	
   

  	
  JETBLUE AIRWAYS CORPORATION,

  
	
   

  	
   

  	
  as Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John Harvey

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John Harvey

  
	
   

  	
   

  	
  Title:

  	
  Vice President Corporate

  Finance and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY,

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ James McGinley

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James McGinley

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 


79





















 


EXHIBIT A


 


FORMS OF CERTIFICATION


 


 


EXHIBIT A-1


 


FORM OF
CERTIFICATE TO BE GIVEN BY PERSON ENTITLED


TO RECEIVE BEARER
SECURITY OR TO OBTAIN INTEREST


PAYABLE PRIOR TO
THE EXCHANGE DATE


 


 


CERTIFICATE


 


JetBlue Airways Corporation


118-29 Queens Boulevard


Forest Hills, NY 11375


 


[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 JetBlue Airways Corporation or its agent that
such financial institution will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by United States
or foreign financial institution(s) for purposes of resale during the
restricted period (as defined in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is a United States or
foreign financial institution described in clause (iii) above (whether or not
also described in clause (i) or (ii)), this is to further certify that such
financial institution has not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person within the
United States or its possessions.


 





















 


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


 


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


 


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


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [To be dated no earlier than the 15th day prior to
  (i) the Exchange Date or (ii) the relevant Interest Payment Date occurring
  prior to the Exchange Date, as applicable]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Name of Person Making Certification]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Authorized Signatory)

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-1-2





















 


EXHIBIT A-2


 


FORM OF
CERTIFICATE TO BE GIVEN BY EUROCLEAR AND


CLEARSTREAM IN
CONNECTION WITH THE EXCHANGE OF


A PORTION OF A
TEMPORARY GLOBAL SECURITY


OR TO OBTAIN
INTEREST PAYABLE PRIOR


TO THE EXCHANGE
DATE


 


 


CERTIFICATE


 


JetBlue Airways Corporation


118-29 Queens Boulevard


Forest Hills, NY 11375


 


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


 


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


 


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


 





















 


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


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [To be dated no earlier than the Exchange Date or
  the relevant Interest Payment Date occurring prior to the Exchange Date, as
  applicable]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Euroclear Bank S.A./N.V.,] as

  
	
   

  	
   

  	
  Operator of the Euroclear System

  [Clearstream]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  



 


A-2-2