Exhibit
4.1

HONEYWELL
INTERNATIONAL INC., as Company


and

Deutsche Bank
Trust Company Americas, as Trustee

Indenture

Dated as of March 1, 2007


1







	
 

	
 

	
 

	
 


	
 

	
 

	
ARTICLE 1

	
 


	
 

	
 

	
DEFINITIONS

	
 


	
 

	
 

	
 

	
 


	
Section 1.01

	
 

	
Certain Terms Defined

	
2


	
Section 1.02

	
 

	
Other Definitions

	
5


	
 

	
 

	
 

	
 


	
 

	
 

	
ARTICLE 2

	
 


	
 

	
 

	
SECURITY FORMS

	
 


	
 

	
 

	
 

	
 


	
Section 2.01

	
 

	
Forms Generally

	
5


	
Section 2.02

	
 

	
Form of Trustee’s Certificate of Authentication

	
6


	
 

	
 

	
 

	
 


	
 

	
 

	
ARTICLE 3

	
 


	
 

	
 

	
ISSUE, EXECUTION, FORM
  AND REGISTRATION OF SECURITIES

	
 


	
 

	
 

	
 

	
 


	
Section 3.01

	
 

	
Amount Unlimited; Issuable in Series

	
6


	
Section 3.02

	
 

	
Authentication and Delivery of Securities

	
8


	
Section 3.03

	
 

	
Execution of Securities

	
8


	
Section 3.04

	
 

	
Certificate of Authentication

	
8


	
Section 3.05

	
 

	
Denomination and Date of Securities; Payments of
  Interest

	
8


	
Section 3.06

	
 

	
Global Security Legend

	
9


	
Section 3.07

	
 

	
Registration, Transfer and Exchange

	
9


	
Section 3.08

	
 

	
Book-Entry Provisions for Global Securities

	
10


	
Section 3.09

	
 

	
Mutilated, Defaced, Destroyed, Lost and Stolen
  Securities

	
11


	
Section 3.10

	
 

	
Cancellation of Securities

	
12


	
Section 3.11

	
 

	
Temporary Securities

	
12


	
Section 3.12

	
 

	
CUSIP and ISIN Numbers

	
12


	
 

	
 

	
 

	
 


	
 

	
 

	
ARTICLE 4

	
 


	
 

	
 

	
CERTAIN COVENANTS

	
 


	
 

	
 

	
 

	
 


	
Section 4.01

	
 

	
Payment of Principal, Premium and Interest on
  Securities

	
12


	
Section 4.02

	
 

	
Maintenance of Office or Agency

	
12


	
Section 4.03

	
 

	
Money for Securities Payments to be Held in Trust

	
13


	
Section 4.04

	
 

	
Existence

	
13


	
Section 4.05

	
 

	
Limitation on Mortgages

	
13


	
Section 4.06

	
 

	
Limitation on Sale and Lease-Back

	
14


	
Section 4.07

	
 

	
Statement by Officers as to Default

	
15


	
Section 4.08

	
 

	
Waiver of Certain Covenants

	
15


	
 

	
 

	
 

	
 


	
 

	
 

	
ARTICLE 5

	
 


	
 

	
 

	
REMEDIES OF THE TRUSTEE
  AND HOLDERS ON EVENT OF DEFAULT

	
 


	
 

	
 

	
 

	
 


	
Section 5.01

	
 

	
Events of Default

	
15


	
Section 5.02

	
 

	
Acceleration

	
16


	
Section 5.03

	
 

	
Other Remedies

	
16


	
Section 5.04

	
 

	
Waiver of Past Defaults

	
17


	
Section 5.05

	
 

	
Control by Majority

	
17


	
Section 5.06

	
 

	
Limitation on Suits

	
17


	
Section 5.07

	
 

	
Rights of Holders to Receive Payment

	
18


	
Section 5.08

	
 

	
Collection Suit by Trustee

	
18


	
Section 5.09

	
 

	
Trustee May File Proofs of Claim

	
18


	
Section 5.10

	
 

	
Priorities

	
18


	
Section 5.11

	
 

	
Undertaking for Costs

	
18


	
Section 5.12

	
 

	
Restoration of Rights and Remedies

	
19





i







	
 

	
 

	
 

	
 


	
Section 5.13

	
 

	
Rights and Remedies Cumulative

	
19


	
Section 5.14

	
 

	
Delay or Omission Not Waiver

	
19


	
 

	
 

	
 

	
 


	
 

	
 

	
ARTICLE 6

	
 


	
 

	
 

	
CONCERNING THE TRUSTEE

	
 


	
 

	
 

	
 

	
 


	
Section 6.01

	
 

	
Duties and Responsibilities of the Trustee; During
  Default; Prior to Default

	
19


	
Section 6.02

	
 

	
Certain Rights of the Trustee

	
20


	
Section 6.03

	
 

	
Trustee Not Responsible for Recitals, Disposition of
  Securities or Application of Proceeds Thereof

	
21


	
Section 6.04

	
 

	
Trustee and Agents May Hold Securities; Collections,
  etc

	
21


	
Section 6.05

	
 

	
Moneys Held by Trustee

	
21


	
Section 6.06

	
 

	
Notice of Default

	
21


	
Section 6.07

	
 

	
Compensation and Indemnification of Trustee and Its
  Prior Claim

	
21


	
Section 6.08

	
 

	
Right of Trustee to Rely on Officers’ Certificate,
  etc

	
22


	
Section 6.09

	
 

	
Persons Eligible for Appointment as Trustee

	
22


	
Section 6.10

	
 

	
Resignation and Removal; Appointment of Successor
  Trustee

	
22


	
Section 6.11

	
 

	
Acceptance of Appointment by Successor

	
23


	
Section 6.12

	
 

	
Merger, Conversion, Consolidation or Succession to
  Business of Trustee

	
23


	
Section 6.13

	
 

	
Preferential Collection of Claims

	
24


	
Section 6.14

	
 

	
Communications with the Trustee

	
24


	
 

	
 

	
 

	
 


	
 

	
 

	
ARTICLE 7

	
 


	
 

	
 

	
CONCERNING THE HOLDERS

	
 


	
 

	
 

	
 

	
 


	
Section 7.01

	
 

	
Evidence of Action Taken by Holders

	
24


	
Section 7.02

	
 

	
Proof of Execution of Instruments and of Holding of
  Securities; Record Date

	
24


	
Section 7.03

	
 

	
Who May Be Deemed Owners of Securities

	
25


	
Section 7.04

	
 

	
Securities Owned by Company Deemed Not Outstanding

	
25


	
Section 7.05

	
 

	
Record Date for Action by Securityholders

	
25


	
Section 7.06

	
 

	
Right of Revocation of Action Taken

	
26


	
 

	
 

	
 

	
 


	
 

	
 

	
ARTICLE 8

	
 


	
 

	
 

	
SECURITYHOLDERS’
  MEETINGS

	
 


	
 

	
 

	
 

	
 


	
Section 8.01

	
 

	
Purposes for Which Meeting May Be Called

	
26


	
Section 8.02

	
 

	
Manner of Calling Meetings; Record Date

	
26


	
Section 8.03

	
 

	
Call of Meeting by Company or Securityholders

	
26


	
Section 8.04

	
 

	
Who May Attend and Vote at Meeting

	
27


	
Section 8.05

	
 

	
Regulations

	
27


	
Section 8.06

	
 

	
Manner of Voting at Meetings and Record to be Kept

	
27


	
Section 8.07

	
 

	
Exercise of Rights of Trustee and Securityholders
  Not to be Hindered or Delayed

	
27


	
 

	
 

	
 

	
 


	
 

	
 

	
ARTICLE 9

	
 


	
 

	
 

	
SUPPLEMENTAL INDENTURES

	
 


	
 

	
 

	
 

	
 


	
Section 9.01

	
 

	
Supplemental Indentures Without Consent of Holders

	
28


	
Section 9.02

	
 

	
With Consent of Holders

	
28


	
Section 9.03

	
 

	
Effect of Supplemental Indenture

	
29


	
Section 9.04

	
 

	
Documents to Be Given to Trustee; Compliance with
  TIA

	
29


	
Section 9.05

	
 

	
Notation on Securities in Respect of Supplemental
  Indentures

	
29


	
 

	
 

	
 

	
 


	
 

	
 

	
ARTICLE 10

	
 


	
 

	
 

	
CONSOLIDATION, MERGER
  OR SALE OF ASSETS

	
 


	
 

	
 

	
 

	
 


	
Section 10.01

	
 

	
When the Company May Merge, Etc

	
29





ii







	
 

	
 

	
 

	
 


	
Section 10.02

	
 

	
Successor Corporation Substituted

	
29


	
Section 10.03

	
 

	
Opinion of Counsel to Trustee

	
30


	
 

	
 

	
 

	
 


	
 

	
 

	
ARTICLE 11

	
 


	
 

	
 

	
REDEMPTION OF
  SECURITIES

	
 


	
 

	
 

	
 

	
 


	
Section 11.01

	
 

	
Applicability of Article

	
30


	
Section 11.02

	
 

	
Notice of Redemption; Partial Redemptions

	
30


	
Section 11.03

	
 

	
Payment of Securities Called for Redemption

	
31


	
 

	
 

	
 

	
 


	
 

	
 

	
ARTICLE 12

	
 


	
 

	
 

	
DEFEASANCE AND COVENANT
  DEFEASANCE

	
 


	
 

	
 

	
 

	
 


	
Section 12.01

	
 

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

	
31


	
Section 12.02

	
 

	
Legal Defeasance and Discharge

	
31


	
Section 12.03

	
 

	
Covenant Defeasance

	
32


	
Section 12.04

	
 

	
Conditions to Legal or Covenant Defeasance

	
32


	
Section 12.05

	
 

	
Deposited Money and Government Securities to be Held
  in Trust; Other Miscellaneous Provisions

	
33


	
Section 12.06

	
 

	
Repayment to the Company

	
33


	
Section 12.07

	
 

	
Reinstatement

	
33


	
 

	
 

	
 

	
 


	
 

	
 

	
ARTICLE 13

	
 


	
 

	
 

	
SATISFACTION AND
  DISCHARGE

	
 


	
 

	
 

	
 

	
 


	
Section 13.01

	
 

	
Satisfaction and Discharge of Indenture

	
34


	
Section 13.02

	
 

	
Application of Trust Money

	
34


	
 

	
 

	
 

	
 


	
 

	
 

	
ARTICLE 14

	
 


	
 

	
 

	
HOLDERS’ LISTS AND
  REPORTS BY TRUSTEE AND COMPANY

	
 


	
 

	
 

	
 

	
 


	
Section 14.01

	
 

	
Company to Furnish Trustee Names and Addresses of
  Holders

	
34


	
Section 14.02

	
 

	
Preservation of Information; Communications to
  Holders

	
35


	
Section 14.03

	
 

	
Reports by the Trustee

	
35


	
Section 14.04

	
 

	
Reports by the Company

	
36


	
 

	
 

	
 

	
 


	
 

	
 

	
ARTICLE 15

	
 


	
 

	
 

	
MISCELLANEOUS
  PROVISIONS

	
 


	
 

	
 

	
 

	
 


	
Section 15.01

	
 

	
Incorporators, Stockholders, Officers and Directors
  of Company Exempt from Individual Liability

	
36


	
Section 15.02

	
 

	
Provisions of Indenture for the Sole Benefit of
  Parties and Holders

	
36


	
Section 15.03

	
 

	
Successors and Assigns of Company Bound by Indenture

	
36


	
Section 15.04

	
 

	
Notices to Holders

	
36


	
Section 15.05

	
 

	
Officers’ Certificates and Opinions of Counsel;
  Statements to Be Contained Therein

	
36


	
Section 15.06

	
 

	
Payments Due on Saturdays, Sundays and Holidays

	
37


	
Section 15.07

	
 

	
Conflict of Any Provision of Indenture with Trust
  Indenture Act

	
37


	
Section 15.08

	
 

	
New York Law to Govern

	
37


	
Section 15.09

	
 

	
Third Party Beneficiaries

	
37


	
Section 15.10

	
 

	
Counterparts

	
37


	
Section 15.11

	
 

	
Effect of Headings

	
37


	
Section 15.12

	
 

	
Severability

	
38


	
Section 15.13

	
 

	
Patriot Act Compliance

	
38





iii






HONEYWELL
INTERNATIONAL INC.

Reconciliation and tie between Trust Indenture Act of 1939

and this Indenture


	
 

	
 

	
 

	
 


	
Trust Indenture Act 

  Section

	
 

	
Indenture 

  Section


	


	
 

	



	
§310 

	
(a)(1)

	
 

	
6.09


	
 

	
(a)(2)

	
 

	
6.09


	
 

	
(a)(3)

	
 

	
Not Applicable


	
 

	
(a)(4)

	
 

	
Not Applicable


	
 

	
(a)(5)

	
 

	
6.09


	
 

	
(b)

	
 

	
6.10


	
§311 

	
(a)

	
 

	
6.13


	
 

	
(b)

	
 

	
6.13


	
 

	
(b)(2)

	
 

	
14.03(a), 14.03(b)


	
§312 

	
(a)

	
 

	
14.01, 14.02(a)


	
 

	
(b)

	
 

	
14.02(b)


	
 

	
(c)

	
 

	
14.02(c)


	
§313 

	
(a)

	
 

	
14.03(a)


	
 

	
(b)

	
 

	
14.03(a)


	
 

	
(c)

	
 

	
14.03(a), 14.03(b)


	
 

	
(d)

	
 

	
14.03(b)


	
§314 

	
(a)

	
 

	
14.04


	
 

	
(b)

	
 

	
Not Applicable


	
 

	
(c)(1)

	
 

	
15.05


	
 

	
(c)(2)

	
 

	
15.05


	
 

	
(c)(3)

	
 

	
Not Applicable


	
 

	
(d)

	
 

	
Not Applicable


	
 

	
(e)

	
 

	
15.05


	
§315 

	
(a)

	
 

	
6.01


	
 

	
(b)

	
 

	
6.06, 14.03(a)


	
 

	
(c)

	
 

	
6.01


	
 

	
(d)

	
 

	
6.01


	
 

	
(d)(1)

	
 

	
6.01


	
 

	
(d)(2)

	
 

	
6.01


	
 

	
(d)(3)

	
 

	
6.01


	
 

	
(e)

	
 

	
5.11


	
§316 

	
(a)(1)(A)

	
 

	
5.05


	
 

	
(a)(1)(B)

	
 

	
5.02, 5.04


	
 

	
(a)(2)

	
 

	
Not Applicable


	
 

	
(b)

	
 

	
5.07


	
 

	
(c)

	
 

	
7.02


	
§317 

	
(a)(1)

	
 

	
5.08


	
 

	
(a)(2)

	
 

	
5.09


	
 

	
(b)

	
 

	
4.03


	
318 

	
(a)

	
 

	
15.07








	
 

	
 


	
*

	
This cross-reference table shall not, for any
  purpose, be deemed to be part of this Indenture.





          THIS
INDENTURE, dated as of March 1, 2007, among Honeywell International Inc.,
a Delaware corporation (the “Company”), and Deutsche Bank Trust Company
Americas (the “Trustee”),


W I T N E S S E T
H:


iv






          WHEREAS,
the Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its unsecured debentures, notes
or other evidences of indebtedness (herein called the “Securities”), to be
issued in one or more series as in this Indenture provided; and 


          WHEREAS,
all things necessary to make the Indenture a valid indenture and agreement
according to its terms, have been done; 


     NOW, THEREFORE: 


          In
consideration of the premises and the purchases of the Securities by the
Holders thereof, the Company and the Trustee mutually covenant and agree for
the equal and proportionate benefit of the respective Holders from time to time
of the Securities as follows: 


ARTICLE 1


DEFINITIONS


          SECTION
1.01 Certain Terms Defined. The following terms (except as otherwise
expressly provided or unless the context otherwise clearly requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section. All other terms used in this
Indenture which are defined in the Trust Indenture Act or the definitions of
which in the Securities Act are referred to in the Trust Indenture Act (except
as herein otherwise expressly provided or unless the context otherwise clearly
requires), shall have the meanings assigned to such terms in said Trust
Indenture Act and in said Securities Act as in force at the date of this
Indenture. All accounting terms used herein and not expressly defined shall
have the meanings given to them in accordance with generally accepted
accounting principles in the United States (whether or not such is indicated
herein). 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. The terms defined in this Article include
the plural as well as the singular. 


          
“Agent Members” has the meaning provided in Section 3.08(a). 


          
“Board Of Directors” means, with respect to any Person, the Board of Directors
of such Person, or any authorized committee of the Board of Directors of such
Person or any officer of such Person duly authorized by the Board of Directors
of such Person to take a specific action. 


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


          “Business
Day” means any day except a Saturday, Sunday or other day on which commercial
banks in the City of New York are authorized or obligated by law or executive
order to close. 


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


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


          
“Company Request” or “Company Order” means a written request or order signed in
the name of the Company by its Chairman of the Board, a Vice Chairman of the
Board, its President, Chief Executive Officer or a Vice President, and by its
Chief Financial Officer, Treasurer, an Assistant Treasurer, its Controller, an
Assistant Controller, its Secretary or an Assistant Secretary, and delivered to
the Trustee. 


          “Consolidated
Net Tangible Assets” means the total amount of assets (less applicable reserves
and other properly deductible items) after deducting therefrom (a) all current
liabilities (excluding any thereof which are by their terms extendible or
renewable at the option of the obligor thereon to a time more than 12 months
after the time as of which the amount thereof is being computed), and (b) all
goodwill, trade names trademarks, patents, unamortized debt discount and
expense and other like intangible assets, all as set forth on the most recent
balance sheet of the Company and its Consolidated Subsidiaries and computed in
accordance with generally accepted accounting principles. 


2






          “Consolidated
Subsidiary” means, at any time, any Subsidiary the accounts of which are
required at that time to be included on a consolidated basis, in accordance
with generally accepted accounting principles, in the consolidated financial
statements of the Company, assuming that such financial statements are prepared
in accordance with such generally accepted accounting principles. 


          “Corporate
Trust Office” means the corporate trust office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is dated, located at 60 Wall Street, 27th floor, New York,
NY 10005, Attention: Trust and Securities Services. 


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


          “Default”
means any event that is or with the passage of time or the giving of notice or
both would be an Event of Default. 


          “Depositary”
means The Depository Trust Company, its nominees, and their respective
successors. 


          “Event
of Default” means any event or condition specified as such in Section 5.01
which shall have continued for the period of time, if any, therein designated. 


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


          “Funded
Debt” means indebtedness of the Company or a Subsidiary of the Company owning
Restricted Property maturing by its terms more than one year after the creation
thereof and ranking at least pari passu with the Securities. 


          “Government
Securities” means direct obligations of, or obligations guaranteed by, the
United States of America, and the payment for which the United States pledges
its full faith and credit.


          “Holder,”
“Holder of Securities,” “Securityholder” or other similar terms mean the
registered holder of any Security.


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


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


          “Material
Adverse Effect” means a material adverse effect on the financial condition or
results of operations of the Company and its Consolidated Subsidiaries, taken
as a whole. 


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


          “Mortgage”
means any mortgage, lien, pledge or other encumbrance.


          “Notice
of Default” has the meaning provided in Section 6.06. 


          “Officer’s
Certificate” means a certificate signed by the Chairman of the Board, the President, a Vice President, the Treasurer, an
Assistant Treasurer or the Secretary of the Corporation, and delivered to the Trustee. 


          “Opinion
of Counsel” means an opinion in writing signed by legal counsel who may be an
employee of or counsel to the Company or who may be other counsel satisfactory
to the Trustee. 


          “outstanding”,
when used with reference to Securities, subject to the provisions of Article 7
means, as of any particular time, all Securities authenticated and delivered by
the Trustee under this Indenture, except


	
 

	
 

	
 


	
 

	
(a)

	
Securities theretofore canceled by the Trustee or
  delivered to the Trustee for cancellation;


	
 

	
 

	
 


	
 

	
(b)

	
Securities, or portions thereof, for the payment or
  redemption of which moneys in the necessary amount





3







	
 

	
 

	
 


	
 

	
 

	
shall have been deposited in trust with the Trustee
  or with any Paying Agent (other than the Company) or shall have been set
  aside, segregated and held in trust by the Company (if the Company shall act
  as its own Paying Agent), provided that if such Securities are to be redeemed
  prior to the maturity thereof, notice of such redemption shall have been
  given as herein provided, or provision satisfactory to a Responsible Officer of
  the Trustee shall have been made for giving such notice;


	
 

	
 

	
 


	
 

	
(c)

	
Securities in substitution for which other
  Securities shall have been authenticated and delivered, or which shall have
  been paid, pursuant to the terms of Section 3.09 (unless proof satisfactory
  to the Trustee and the Company is presented that any of such Securities is
  held by a person in whose hands such Security is a legal, valid and binding
  obligation of the Company); and


	
 

	
 

	
 


	
 

	
(d)

	
Securities that have been defeased pursuant to
  Section 12.01.





          “Paying
Agent” means any Person authorized by the Company to pay the principal of (and
premium, if any) and interest, if any, on any Securities on behalf of the
Company. The Company may act as Paying Agent with respect to any Securities issued
hereunder. 


          “Payment
Office,” when used with respect to the Securities of or within any series,
means the place or places where the principal of (and premium, if any) and
interest on such Securities are payable as specified as contemplated by
Sections 3.01 and 4.01. 


          “Person”
means any individual, corporation, partnership, joint stock company, business
trust, trust, unincorporated association, joint venture or other entity or
organization, including a government or political subdivision or an agency or
instrumentality thereof.


          “Physical
Securities” means Securities issued pursuant to Section 3.02 in exchange for
interest in the Global Security or pursuant to Section 3.08(b) in registered
form substantially in the form hereinabove recited.


          
“Principal Amount” means, when used with respect to any Security, the amount of
principal of such Security that could then be declared due and payable pursuant
to Section 5.02.


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


          “Registrar”
has the meaning provided in Section 3.07. 


          “Regular
Record Date” for the interest payable on any Interest Payment Date on the
Securities of any series means the date specified for that purpose as
contemplated by Section 3.01.


          “Responsible
Officer” when used with respect to the Trustee means any officer within the
Corporate Trust Office of the Trustee including any vice president, any trust
officer, any assistant vice president, any assistant secretary, any assistant
treasurer, or any other officer of the Trustee customarily performing functions
similar to those performed by the persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred
because of his or her knowledge of and familiarity with the particular subject
and who shall have direct responsibility for the administration of this
Indenture. 


          “Restricted
Property” means (a) any property of the Company at the time of issuance of the
Securities hereunder located within the United States of America which is
property which, in the opinion of the Company’s Board of Directors, is a
principal manufacturing property or (b) any shares of capital stock or
indebtedness of any Subsidiary owning any such property. 


          “Sale
and Lease-Back Transaction” means any arrangement with any Person (other than
the Company or a Subsidiary of the Company), or to which any such Person is a
party, providing for the leasing to the Company or a Subsidiary of the Company
owning Restricted Property for a period of more than three years of any
Restricted Property owned at the date set forth in the first paragraph of this
instrument, which has been or is to be sold or transferred by the Company or
such Subsidiary owning Restricted Property to such Person, or to any other
Person (other than the Company or a Subsidiary of the Company) to which funds
have been or are to be advanced by such Person on the security of the leased
property. 


          “Securities
Act” means the Securities Act of 1933, as amended. 


4






          “Security”
or “Securities” means any Security or Securities, as the case may be,
authenticated and delivered under this Indenture. 


          “Security
Register” has the meaning provided in Section 3.07. 


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


          “Subsidiary”
means, as applied, with respect to any Person, any corporation, partnership or
other legal entity of which, in the case of a corporation, more than 50% of the
issued and outstanding capital stock having ordinary voting power to elect a
majority of the board of directors of such corporation (irrespective of whether
at the time capital stock of any other class or classes of such corporation has
or might have voting power upon the occurrence of any contingency), or, in the
case of any partnership or other legal entity, more than 50% of the ordinary
equity capital interests, is at the time directly or indirectly owned or
controlled by such Person, by such Person and one or more of its other
Subsidiaries or by one or more of such Person’s other Subsidiaries. 


          “Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended, as in force
at the date as of which this Indenture was originally executed, and “TIA”, when
used in respect of an indenture supplemental hereto, means such Act as in force
at the time such indenture supplemental hereto becomes effective. 


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


          SECTION
1.02 Other Definitions.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Defined in Term

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Section

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
“Covenant Defeasance”

	
 

	
 

	
 

	
12.03

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
“Legal Defeasance”

	
 

	
 

	
 

	
12.02

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
“Value”

	
 

	
 

	
 

	
 4.06

	
 

	
 

	
 





ARTICLE 2


SECURITY FORMS


          SECTION
2.01 Forms Generally. The Securities of each series shall be in
substantially the forms as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange
or as may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the Securities. If the form of
Securities of any series is established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified
by the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by
Section 3.02 for the authentication and delivery of such Securities. 


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


5






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


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


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


	
 

	
 

	
 


	
 

	Deutsche Bank Trust Company Americas, 
	
 

	
 

	
as Trustee


	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
 


	
 

	
 

	
Authorized Signatory





ARTICLE 3


ISSUE, EXECUTION,
FORM AND REGISTRATION OF SECURITIES


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


          The
Securities may be issued from time to time in one or more series. Prior to the
issuance of Securities of any series, there shall be established in or pursuant
to (i) a Board Resolution, (ii) action taken pursuant to a Board Resolution and
(subject to Sections 3.03 and 3.04) set forth, or determined in the manner
provided, in an Officers’ Certificate, or (iii) one or more indentures
supplemental hereto: 


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (2)
  the purchase price, denomination and any limit upon the aggregate principal
  amount of the Securities of the series which 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 Sections 3.03, 3.08, 3.10,
  9.05 or 11.02);


	
 

	
 


	
 

	
          (3)
  the date or dates on which the principal of and premium, if any, on the
  Securities of the series is payable or the method of determination thereof; 


	
 

	
 


	
 

	
          (4)
  the rate or rates at which the Securities of the series shall bear interest,
  if any, or the method of calculating such rate or rates of interest, 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 any
  such interest shall be payable and the Regular Record Date, if any, for the
  interest payable on any Interest Payment Date;


	
 

	
 


	
 

	
          (5)
  the place or places where the principal of (and premium, if any) and
  interest, if any, on Securities of the series shall be payable;


	
 

	
 


	
 

	
          (6)
  the place or places where the Securities may be exchanged or transferred;


	
 

	
 


	
 

	
          (7)
  the period or periods within which, the price or prices at which, the
  currency or currencies (including currency unit or units) in which, and the
  other terms and conditions upon which Securities of the series may be
  redeemed, in whole or in part, at the option of the Company, if the Company
  is to have that option, and, if other than as provided in Section 11.02, the
  manner in which the particular Securities of such series (if less than all
  Securities of such series are to be redeemed) are to be selected for
  redemption;


	
 

	
 


	
 

	
          (8)
  the obligation, if any, of the Company to redeem or purchase Securities of
  the series in whole or in part pursuant to any sinking fund or analogous
  provisions or upon the happening of a specified event or at the option of a
  Holder thereof and the period or periods within which, the price or prices at
  which, and





6







	
 

	
 


	
 

	
the other terms and conditions upon which Securities
  of the series shall be redeemed or purchased, in whole or in part, pursuant
  to such obligation;


	
 

	
 


	
 

	
          (9)
  if other than denominations of $1,000 and any integral multiple thereof, the
  denominations in which Securities of the series shall be issuable;


	
 

	
 


	
 

	
          (10)
  if other than U.S. dollars, the currency or currencies (including currency
  unit or units) in which payments of principal of (and premium, if any) and
  interest, if any, on the Securities of the series shall or may by payable, or
  in which the Securities of the series shall be denominated, and the
  particular provisions applicable thereto;


	
 

	
 


	
 

	
          (11)
  if the payments of principal of (and premium, if any) and interest, if any,
  on the Securities of the series are to be made, at the election of the
  Company or a Securityholder, in a currency or currencies (including currency
  unit or units) other than that in which such Securities are denominated or
  designated to be payable, the currency or currencies (including currency unit
  or units) in which such payments are to be made, the terms and conditions of
  such payments and the manner in which the exchange rate with respect to such
  payments shall be determined, and the particular provisions applicable
  thereto;


	
 

	
 


	
 

	
          (12)
  if the amount of payments of principal of (and premium, if any) and interest,
  if any, on the Securities of the series shall be determined with reference to
  an index, formula or other method (which index, formula or method may be
  based, without limitation, on a currency or currencies (including currency
  unit or units) other than that in which the Securities of the series are
  denominated or designated to be payable), the index, formula or other method
  by which such amounts shall be determined;


	
 

	
 


	
 

	
          (13)
  if other than the principal amount thereof, the portion of the principal
  amount of Securities of the series which shall be payable upon declaration of
  acceleration of the Maturity thereof pursuant to Section 5.02 or the method
  by which such portion shall be determined;


	
 

	
 


	
 

	
          (14)
  any modifications of or additions to the Events of Default or the covenants
  of the Company set forth herein with respect to Securities of the series;


	
 

	
 


	
 

	
          (15)
  if either or both of Section 12.02 and Section 12.03 shall be inapplicable to
  the Securities of the series (provided that if no such inapplicability shall
  be specified, then both Section 12.02 and Section 12.03 shall be applicable
  to the Securities of the series);


	
 

	
 


	
 

	
          (16)
  if other than the Trustee, the identity of the Registrar and any Paying
  Agent;


	
 

	
 


	
 

	
          (17)
  if the Securities of the series shall be issued in whole or in part in global
  form, (i) the Depositary for such global Securities, (ii) the form of any
  legend in addition to or in lieu of that in Section 3.07 which shall be borne
  by such global Security, (iii) whether beneficial owners of interests in any
  Securities of the series in global form may exchange such interests for
  certificated Securities of such series and of like tenor of any authorized
  form and denomination, and (iv) if other than as provided in Section 3.08,
  the circumstances under which any such exchange may occur; and


	
 

	
 


	
 

	
          (18)
  any other terms of the series (which terms shall not be inconsistent with the
  provisions of this Indenture, except as permitted by Section 9.01, but which
  may modify or delete any provision of this Indenture insofar as it applies to
  such series), including any terms which may be required by or advisable under
  the laws of the United States of America or regulations thereunder or
  advisable (as determined by the Company) in connection with the marketing of
  Securities of the series.





          All
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided (i) by a Board Resolution,
(ii) by action taken pursuant to a Board Resolution and (subject to Sections
3.02-3.05) set forth, or determined in the manner provided, in an Officers’
Certificate or (iii) in any such indenture supplemental hereto. All Securities
of any one series need not be issued at the same time and, unless otherwise
provided, a series may be reopened, without the consent of the Holders, for
issuances of additional Securities of such series. 


          If
any of the terms of the Securities of any series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers’ Certificate setting forth, or providing the manner for determining,
the terms of the Securities of such series, and an appropriate record


7






of any action taken pursuant thereto in connection
with the issuance of any Securities of such series shall be delivered to the
Trustee prior to the authentication and delivery thereof. 


          SECTION
3.02 Authentication and Delivery of Securities. Upon the execution and
delivery of this Indenture, or from time to time thereafter, Securities may be
executed by the Company and delivered to the Trustee for authentication, and
upon delivery to the Trustee of all documents and certificates as required by
this Indenture, the Trustee shall thereupon authenticate and make available for
delivery said Securities to or upon the written order of the Company, signed by
its Chairman of the Board of Directors, or any Vice Chairman of the Board of
Directors, or its President or any Vice President (whether or not designated by
a number or numbers or a word or words added before or after the title “Vice
President”) without any further action by the Company. 


          SECTION
3.03 Execution of Securities. The Securities shall be signed on behalf
of the Company by its Chairman of the Board of Directors or any Vice Chairman
of the Board of Directors or its President or any Vice President (whether or
not designated by a number or numbers or a word or words added before or after
the title “Vice President”). Such signatures may be the manual or facsimile
signatures of the present or any future such officers. In case any officer of
the Company who shall have signed any of the Securities shall cease to be such
officer before the Security so signed shall be authenticated and delivered by
the Trustee or disposed of by the Company, such Security nevertheless may be
authenticated and delivered or disposed of as though the person who signed such
Security had not ceased to be such officer of the Company, as the case may be;
and any Security may be signed on behalf of the Company by such persons as, at
the actual date of the execution of such Security shall be the proper officers
of the Company, as the case may be, although at the date of the execution and
delivery of this Indenture any such person was not such officer. 


          SECTION
3.04 Certificate of Authentication. Only such Securities as shall bear
thereon a certificate of authentication substantially in the form hereinabove
recited, executed by the Trustee by manual signature of one of its authorized
signatories, shall be entitled to the benefits of this Indenture or be valid or
obligatory for any purpose. Such certificate by the Trustee upon any Security
executed by the Company shall be conclusive evidence that the Security so
authenticated has been duly authenticated and delivered hereunder and that the
Holder is entitled to the benefits of this Indenture.


          SECTION
3.05 Denomination and Date of Securities; Payments of Interest. (a) The
Securities shall be issuable in such denominations as shall be specified as
contemplated by Section 3.01. In the absence of any such provisions with
respect to the Securities, the Securities shall be issuable in denominations of
$1,000 and any integral multiple thereof. The Securities shall be numbered,
lettered, or otherwise distinguished in such manner or in accordance with such
plans as the officers of the Company executing the same may determine with the
approval of the Trustee. 


          Any
of the Securities may be issued with appropriate insertions, omissions,
substitutions and variations, and may have imprinted or otherwise reproduced
thereon such legend or legends, not inconsistent with the provisions of this
Indenture, as may be required to comply with any law or with any rules or
regulations pursuant thereto, including those required by Section 3.06, or with
the rules of any securities market in which the Securities are admitted to
trading, or to conform to general usage. 


          Each
Security shall be dated the date of its authentication, shall bear interest
from the applicable date and shall be payable on the dates specified on the
face of the form of Security above. Except as otherwise specified as
contemplated by Section 3.01 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months. 


          (a)
Global Securities. If Securities of or within a series are issuable in whole or
in part in global form, then any such Security of such series shall be deposited
with the Trustee as custodian for the Depositary and registered in the name of
Cede & Co., as nominee for the Depositary. The Global Security shall be
deposited on behalf of the purchasers of the Securities represented thereby
with the Trustee, as custodian for the Depositary (or with such other custodian
as the Depositary may direct), and registered in the name of the Depositary or
a nominee of the Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The aggregate principal amount of the
Global Securities may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depositary or its
nominee as hereinafter provided. 


          (b)
The person in whose name any Security is registered at the close of business on
any Regular Record Date with respect to any Interest Payment Date shall be
entitled to receive the interest, if any, payable on such Interest Payment Date
notwithstanding any transfer or exchange of such Security subsequent to the
Regular Record


8






Date and prior to such Interest Payment Date, except
if and to the extent the Company shall default in the payment of the interest
due on such Interest Payment Date, in which case such defaulted interest, plus
(to the extent lawful) any interest payable on the defaulted interest, shall be
paid to the persons in whose names outstanding Securities are registered at the
close of business on a subsequent record date (which shall be not less than
five Business Days prior to the date of such payment) established by notice
given by mail by or on behalf of the Company to the Holders of Securities not
less than 15 days preceding such subsequent record date. 


          SECTION
3.06 Global Security Legend. Any Security in global form authenticated
and delivered hereunder shall bear a legend in substantially the following
form, or in such other form as may be necessary or appropriate to reflect the
arrangements with or to comply with the requirements of any Depositary: 


	
 

	
 


	
 

	
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
  MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
  NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED
  BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS
  SECURITY FOR ALL PURPOSES.


	
 

	
 


	
 

	
UNLESS THIS CERTIFICATE IS PRESENTED BY AN
  AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR
  ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
  CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
  OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
  TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH
  OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
  DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
  OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
  HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


	
 

	
 


	
 

	
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
  TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST
  COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.





          SECTION
3.07 Registration, Transfer and Exchange. The Securities are issuable
only in registered form. The Company will keep at each office or agency (the
“Registrar”) for each series of Securities a register or registers (the
“Security Register(s)”) in which, subject to such reasonable regulations as it
may prescribe, it will register, and will register the transfer of, Securities
as in this Article provided. Such Security Register or Security Registers shall
be in written form in the English language or in any other form capable of
being converted into such form within a reasonable time. At all reasonable times
such Security Register or Security Registers shall be open for inspection by
the Trustee. The initial Registrar shall be the Trustee. 


          Upon
due presentation for registration of transfer of any Security of any series at
each such office or agency, the Company shall execute and the Trustee shall
authenticate and make available for delivery in the name of the designated
transferee or transferees a new Security or Securities of the same series, in
each case, of any authorized denominations and of a like aggregate Principal
Amount. 


          At
the option of the Holder, Securities of any series (except a Security in global
form) may be exchanged for other Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and Stated
Maturity, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and make available for
delivery, the Securities which the Holder making the exchange is entitled to
receive. 


          A
Holder may transfer a Security only by written application to the Registrar
stating the name of the proposed transferee and otherwise complying with the
terms of this Indenture. No such transfer shall be effected until, and such
transferee shall succeed to the rights of a Holder only upon, final acceptance
and registration of the transfer by the Registrar in the Security Register.
Prior to the registration of any transfer by a Holder as provided herein, the
Company, the Trustee, and any agent of the Company shall treat the person in
whose name the Security is registered as the owner thereof for all purposes
whether or not the Security shall be overdue, and neither the Company, the
Trustee, nor any such agent shall be affected by notice to the contrary.
Furthermore, any Holder of a Global Security shall, by acceptance of such
Global Security, agree that transfers of beneficial interests in such Global
Security may be effected only through a book entry system maintained by the
Holder of such Global Security


9






(or its agent) and that ownership of a beneficial
interest in the Security shall be required to be reflected in a book entry.
When Securities are presented to the Registrar or a co-Registrar with a request
to register the transfer or to exchange them for an equal Principal Amount of
Securities of other authorized denominations, the Registrar shall register the
transfer or make the exchange as requested if the requirements for such
transactions set forth herein are met. To permit registrations of transfers and
exchanges, the Company shall execute and the Trustee shall authenticate
Securities at the Registrar’s request. 


          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 exchange or
registration of transfer of Securities (other than any such transfer taxes or
other similar governmental charge payable upon exchanges pursuant to Section
3.11, 9.05 or 11.03). No service charge to any Holder shall be made for any
such transaction. 


          The
Company shall not be required to exchange or register a transfer of (a) any
Securities of any series for a period of 15 days next preceding the first
mailing of notice of redemption of Securities of that series to be redeemed, or
(b) any Securities of any series selected, called or being called for
redemption except, in the case of any Security of any series where public
notice has been given that such Security is to be redeemed in part, the portion
thereof not so to be redeemed. 


          All
Securities issued upon any 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 transfer
or exchange. 


          SECTION
3.08 Book-Entry Provisions for Global Securities. (a) Each Global
Security initially shall (i) be registered in the name of the Depositary for
such Global Securities or the nominee of such Depositary, (ii) be delivered to
the Trustee as custodian for such Depositary and (iii) bear legends as set
forth in Section 3.06. 


          Members
of, or participants in, the Depositary (“Agent Members”) shall have no rights
under this Indenture with respect to any Global Security held on their behalf
by the Depositary, or the Trustee as its custodian, or under the Global
Security, and the Depositary may be treated by the Company, the Trustee and any
agent of the Company or the Trustee as the absolute owner 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 impair, as between the Depositary
and its Agent Members, the operation of customary practices governing the
exercise of the rights of a holder of any Security. 


          (b)
Transfers of a Global Security shall be limited to transfers of such Global
Security in whole, but not in part, to the Depositary for such series, its
successors or their respective nominees. If at any time the Depositary for the
Securities of such series notifies the Company that it is unwilling or unable
to continue as Depositary or if at any time the Depositary shall no longer be
qualified to serve as the Depositary, the Company shall appoint a successor
depositary with respect to the Securities of such series. If a successor
depositary for the Securities of such series is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
ineligibility, the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Securities of such series of like
tenor, will authenticate and deliver Securities of such series of like tenor
and terms in definitive form in an aggregate Principal Amount equal to the
Principal Amount of the Global Securities or Securities of such series in
exchange for such Global Security or Securities. 


          The
Company may at any time and in its sole discretion determine that the
Securities of a series issued in the form of one or more Global Securities
shall no longer be represented by such Global Securities. In such event, the
Company will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Securities of such series of like
tenor, will authenticate and deliver Securities of such series of like tenor
and terms in definitive form in an aggregate Principal Amount equal to the
Principal Amount of the Global Security or Securities of such series in
exchange for such Global Security or Securities. Interests of beneficial owners
in a Global Security may be transferred in accordance with the rules and
procedures of the Depositary. In addition, Physical Securities shall be
transferred to all beneficial owners in exchange for their beneficial interests
in a Global Security, if (i) the Depositary (A) notifies the Company that it is
unwilling or unable to continue as Depositary for such Global Security, and a
successor depositary is not appointed by the Company within 90 days of such
notice, or (B) ceases to be qualified to serve as Depositary and a successor
depositary is not appointed by the Company within 90 days of such notice, (ii)
the Company executes and delivers to the Trustee a Company Order that such
Global Security shall be so transferable, registrable and exchangeable, and
such transfers shall be registrable, or (iii) an


10






Event of Default of which the Trustee has actual
notice has occurred and is continuing and the Registrar has received a request
from the Depositary to issue such Physical Securities. 


          (c)
Any beneficial interest in one of the Global Securities that is transferred to
a person who takes delivery in the form of an interest in the other Global
Security will, upon transfer, cease to be an interest in such Global Security
and become an interest in the other Global Security and, accordingly, will
thereafter be subject to all transfer restrictions, if any, and other
procedures applicable to beneficial interests in such other Global Security for
as long as it remains such an interest. 


          (d)
In connection with any transfer of a portion of the beneficial interests in a
Global Security to beneficial owners pursuant to paragraph (b) of this Section
3.08, the Registrar shall reflect on its books and records the date and a
decrease in the Principal Amount of such Global Security in an amount equal to
the Principal Amount of the beneficial interest in such Global Security to be
transferred, and the Company shall execute, and the Trustee shall authenticate
and make available for delivery, one or more Physical Securities of like tenor
and amount. 


          (e)
In connection with the transfer of an entire Global Security to beneficial
owners pursuant to paragraph (b) of this Section, such Global Security shall be
deemed to be surrendered to the Trustee for cancellation, and the Company shall
execute, and the Trustee shall authenticate and deliver, to each beneficial
owner identified by the Depositary in exchange for its beneficial interest in
such Global Security, an equal Principal Amount of Physical Securities of
authorized denominations. 


          (f)
The registered holder of a Global Security may grant proxies and otherwise
authorize any person, including Agent Members and persons that may hold
interests through Agent Members, to take any action which a Holder is entitled
to take under this Indenture or the Securities of such series. 


          SECTION
3.09 Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In case
any temporary or definitive Security shall become mutilated, defaced or be
apparently destroyed, lost or stolen, the Company in its discretion may
execute, and upon the written request of any officer of the Company and
delivery to the Trustee of all documents and certificates as required by this
Indenture, the Trustee shall authenticate and make available for delivery, a
new Security of the same series bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated or defaced
Security, or in lieu of and substitution for the Security so apparently
destroyed, lost or stolen. In every case the applicant for a substitute
Security shall furnish to the Company and the Trustee and any agent of the
Company or the Trustee such security or indemnity as may be required by each of
them to indemnify and defend and to save each of them harmless and, in every
case of destruction, loss or theft evidence to their satisfaction of the
apparent destruction, loss or theft of such Security and of the ownership
thereof. 


          Upon
the issuance of any substitute Security, 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. In case any Security which has
matured or is about to mature, or has been called for redemption in full, shall
become mutilated or defaced or be apparently destroyed, lost or stolen, the
Company may, instead of issuing a substitute Security of the same series, pay
or authorize the payment of the same (without surrender thereof except in the
case of a mutilated or defaced Security), if the applicant for such payment
shall furnish to the Company and to the Trustee and any agent of the Company or
the Trustee such security or indemnity as any of them may require to save each
of them harmless from all risks, however remote, and, in every case of apparent
destruction, loss or theft, the applicant shall also furnish to the Company and
the Trustee and any agent of the Company or the Trustee evidence to their
satisfaction of the apparent destruction, loss or theft of such Security and of
the ownership thereof. 


          Every
substitute Security issued pursuant to the provisions of this Section by virtue
of the fact that any Security is apparently destroyed, lost or stolen shall
constitute an additional contractual obligation of the Company whether or not
the apparently destroyed, lost or stolen Security shall be at any time
enforceable by anyone and shall be entitled to all the benefits of (but shall
be subject to all the limitations of rights set forth in) this Indenture
equally and proportionately with any and all other Securities duly
authenticated and delivered hereunder. All Securities shall be held and owned upon
the express condition that, to the extent permitted by law, with respect to the
holder of a substitute Security, the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, defaced, or apparently
destroyed, lost or stolen Securities and shall preclude any and all other
rights or remedies notwithstanding any law or statute existing or hereafter
enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender. 


11






          SECTION
3.10 Cancellation of Securities. All Securities surrendered for payment,
redemption, registration of transfer or exchange, if surrendered to the Company
or any agent of the Company or the Trustee, shall be delivered to the Trustee
for cancellation or, if surrendered to the Trustee, shall be cancelled 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
cancelled Securities in accordance with its customary procedures. If the
Company shall acquire any of the Securities, such acquisition shall not operate
as a redemption or satisfaction of the indebtedness represented by such
Securities unless and until the same are delivered to the Trustee for
cancellation. 


          SECTION
3.11 Temporary Securities. Pending the preparation of definitive
Securities of any series, the Company may execute and the Trustee shall
authenticate and make available for delivery temporary Securities of such
series (printed, lithographed, typewritten or otherwise reproduced, in each
case in form satisfactory to the Trustee). Temporary Securities shall be
issuable as registered Securities of such series without coupons, of any
authorized denomination, and substantially in the form of the definitive
Securities of such series but with such omissions, insertions and variations as
may be appropriate for temporary Securities, all as may be determined by the
Company with the concurrence of the Trustee. Temporary Securities may contain
such reference to any provisions of this Indenture as may be appropriate. Every
temporary Security shall be executed by the Company and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Securities of such series. Without unreasonable
delay the Company shall execute and shall furnish definitive Securities of such
series and thereupon temporary Securities of such series may be surrendered in
exchange therefor without charge at each office or agency to be maintained by
the Company for the purpose pursuant to Section 4.02, and upon delivery to the
Trustee of all documents and certificates as required by this Indenture, the
Trustee shall authenticate and make available for delivery in exchange for such
temporary Securities a like aggregate principal amount of definitive Securities
of such series of authorized denominations. Until so exchanged the temporary
Securities of such series shall be entitled to the same benefits under this
Indenture as definitive Securities of such series. 


          SECTION
3.12 CUSIP and ISIN Numbers. The Company in issuing the Securities of
any series may use a “CUSIP” and “ISIN” number (if then generally in use), and,
if so, the Trustee shall use the CUSIP numbers or ISIN numbers, as the case may
be, in notices of redemption or exchange as a convenience to Holders of such
series; provided that any such notice shall 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 or exchange 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
the CUSIP numbers or ISIN numbers. 


ARTICLE 4


CERTAIN COVENANTS


          SECTION
4.01 Payment of Principal, Premium and Interest on Securities. The Company,
for the benefit of each series of the Securities, will duly and punctually pay
or cause to be paid the principal of and any premium and interest on the
Securities of that series in accordance with the terms of such Securities and
this Indenture. 


          SECTION
4.02 Maintenance of Office or Agency. The Company will maintain a
Payment Office where Securities may be presented or surrendered for payment,
where Securities may be surrendered for registration of transfer or exchange,
and where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices, and demands may be
made or served at the Corporate Trust Office of the Trustee, and the Company
hereby initially appoints the Trustee at its office or agency as its agent to
receive all such presentations, surrenders, notices and demands. 


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


12






          SECTION
4.03 Money for Securities Payments to be Held in Trust. (a) If the
Company shall at any time act as its own Paying Agent with respect to any
series of Securities, it will, on or before each due date of the principal of
or any premium or interest on any of the Securities of that series, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal and any premium and interest 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. 


          (b)
Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, prior to each due date of the principal of or any premium
or interest on any Securities of that series, deposit with a Paying Agent a sum
sufficient to pay such amount, such sum to be held as provided by the Trust
Indenture Act, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.


          (c)
The Company will cause each Paying Agent for any series of Securities (other
than the Trustee) to execute and deliver to the Trustee an instrument in which
such Paying Agent will agree with the Trustee, subject to the provisions of
this Section 4.03, that such Paying Agent will (i) comply with the provisions
of the Trust Indenture Act applicable to it as a Paying Agent; (ii) hold all
sums held by it for the payment of the principal of (and premium, if any) or
interest, if any, on the Securities of that series in trust for the benefit of
the Holders until such sums shall be paid to such Holders or otherwise disposed
of as herein provided; (iii) give the Trustee notice of any default by the
Company (or any other obligor upon the Securities) in the making of any payment
of principal (and premium, if any) or interest, if any, on the Securities of
that series; and (iv) during the continuance of any default by the Company (or
any other obligor upon the Securities of that series) in the making of any
payment in respect of the Securities of that series, and upon the written
request of that Trustee, forthwith pay to the Trustee all sums held in trust by
such Paying Agent for payment in respect of the Securities of that series.


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


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


          SECTION
4.04 Existence. Subject to Article 10, the Company will do or cause to
be done all things necessary to preserve and keep in full force and effect its
existence and rights (charter and statutory); provided, however, that the
Company will not be required to preserve any such right or franchise if the
Board of Directors determines that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof will not result in a Material Adverse Effect. 


          SECTION
4.05. Limitation on Mortgages. The Company covenants and agrees that, so
long as any of the Securities shall be outstanding, neither it nor any
Subsidiary owning Restricted Property will issue, assume or guarantee any Debt
secured by Mortgages upon any Restricted Property, without effectively
providing that the outstanding Securities shall be secured equally and ratably
with such Debt so long as such Debt shall be so secured, except that the
foregoing provisions shall not apply to: 


          (a)
Mortgages affecting property of the Company in effect as of the date hereof or
of a corporation existing at the time it becomes a Subsidiary or at the time it
is merged into or consolidated with the Company or a Subsidiary of the Company;



13






          (b)
Mortgages on property existing at the time of acquisition thereof or incurred
to secure payment of all or part of the purchase price thereof or to secure
Debt incurred prior to, at the time of or within 24 months after acquisition
thereof for the purpose of financing all or part of the purchase price thereof;


          (c) Mortgages on property to secure all or part of the cost of development thereof or (in the case of property which is,
 in the opinion of the Company’s Board of Directors, substantially unimproved for the use intended by the Company) all or part of the cost of improvement thereof, or to secure Debt incurred to provide funds for any such purpose;


          (d)
Mortgages which secure only Debt owing by a Subsidiary of the Company to the
Company or a Subsidiary of the Company; 


          (e)
Mortgages in favor of the United States of America, any State, any foreign
country or any department, agency, instrumentality or political subdivision of
any such jurisdiction, to secure partial, progress, advance or other payments
pursuant to any contract or statute or to secure any indebtedness incurred for
the purpose of financing all or any part of the purchase price or cost of
constructing or improving the property subject thereto, including, without
limitation, Mortgages to secure Debt of the pollution control or industrial
revenue bond type; or 


          (f)
any extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any Mortgage referred to in the
foregoing clauses (a) to (e) inclusive or of any Debt secured thereby, provided
that the principal amount of Debt secured thereby shall not exceed the
principal amount of Debt so secured at the time of such extension, renewal or
replacement, and that such extension, renewal or replacement Mortgage shall be
limited to all or part of the property which secured the Mortgage extended,
renewed or replaced (plus improvements on such property).


          Notwithstanding the foregoing provisions of this
Section 4.05, the Company and any one or more of its Subsidiaries owning
Restricted Property may issue, assume or guarantee Debt secured by Mortgages
which would otherwise be subject to the foregoing restrictions in an aggregate
principal amount which, together with the aggregate outstanding principal amount
of all other Debt of the Company and its Subsidiaries owning Restricted
Property which would otherwise be subject to the foregoing restrictions (not
including Debt permitted to be secured under clauses (a) to (f) inclusive
above) and the aggregate Value (as defined in Section 4.06) of the Sale and
Lease-Back Transactions in existence at such time (not including Sale and
Lease-Back Transactions as to which the Company has complied with Section
4.06(b), does not at any one time exceed 10% of the Consolidated Net Tangible
Assets of the Company and its consolidated Subsidiaries.


          Among others, Mortgages required by any contract or statute in order to permit the Company or
a Subsidiary of the Company to perform any contract or subcontract made by it
with or at the request of the United States of America, any State, any foreign
country or any department, agency or instrumentality of any of the foregoing shall not be deemed to create Debt secured by Mortgages. 


          SECTION
4.06. Limitation on Sale and Lease-Back. The Company covenants and
agrees that neither it nor any of its Subsidiaries owning Restricted Property
will enter into any Sale and Lease-Back Transaction unless either: 


          (a)
the Company or such Subsidiary owning Restricted Property would be entitled,
pursuant to the provisions of Section 4.05, to incur Debt in a principal amount
equal to or exceed the Value of such Sale and Lease-Back Transaction, secured
by Mortgages on the property to be leased, without equally and ratably securing
the outstanding Securities, or 


          (b)
the Company (and in any such case the Company covenants and agrees that it will
do so) during the four months immediately following the effective date of such
Sale and Lease-Back Transaction (whether made by the Company or a Subsidiary of
the Company owning Restricted Property) applies or causes to be applied to the
voluntary retirement of Funded Debt an amount equal to the Value of such Sale
and Lease-Back Transaction. 


14






          For
purposes of Section 4.05 and this Section 4.06, the term “Value” shall mean,
with respect to a Sale and Lease-Back Transaction, as of any particular time,
an amount equal to the greater of (1) the net proceeds of the sale or transfer
of the property leased pursuant to such Sale and Lease-Back Transaction or (2)
the fair value in the opinion of the Company’s Board of Directors of such
property at the effective date of such Sale and Lease-Back Transaction, in
either case divided by the number of full years of the term of the lease and
then multiplied by the number of full years of such term remaining at the time
of determination, without regard to any renewal or extension options contained
in the lease. 


          SECTION
4.07 Statement by Officers as to Default. The Company will deliver to
the Trustee, within 120 calendar days after the end of each fiscal year of the
Company ending after the first date any series of Securities issued under this
Indenture is outstanding, a certificate signed by the principal
executive officer, principal financial officer, principal accounting officer or
treasurer of the Company stating whether or not to the knowledge of such person
after due inquiry 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 is in default, specifying all such defaults and the nature and
status thereof of which such person may have such knowledge. The Company shall
deliver to the Trustee, as soon as possible and in any event within five days
after the Company becomes aware of the occurrence of any Event of Default or an
event which, with notice or the lapse of time or both, would constitute an
Event of Default, an Officers’ Certificate setting forth the details of such Event
of Default or default and the action which the Company proposes to take with
respect thereto. 


          SECTION
4.08 Waiver of Certain Covenants. The Company may omit in any particular
instance to comply with any term, provision, or condition set forth in the
provisions of any supplemental indenture specified in such supplemental
indenture, with respect to the Securities of any series if the Holders of a
majority in Principal Amount of all outstanding Securities of such series
shall, by act of such Holders in accordance with Section 7.01, either waive
such compliance in such instance or generally waive compliance with such term,
provision, or condition, but no such waiver will 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 will
remain in full force and effect. 


ARTICLE 5


REMEDIES OF THE
TRUSTEE AND HOLDERS ON EVENT OF DEFAULT


          SECTION
5.01 Events of Default. Each of the following events constitutes an
“Event of Default” wherever used herein with respect to Securities of any
series: 


          (a)
default for 30 days in the payment when due of interest on the Securities of
that series; 


          (b)
default in payment when due of the principal of or premium, if any, on the
Securities of that series;


          (c)
default in the observance or performance of any other covenant or agreement
contained in this Indenture which default continues for a period of 90 days
after the Company receives written notice specifying the default (and demanding
that such default be remedied) from the Trustee or the Holders of at least 25%
of the Principal Amount of Securities of that series then outstanding (with a
copy to the Trustee if given by Holders) (except in the case of a default with
respect to Section 10.01 of this Indenture, which will constitute an Event of
Default with such notice requirement but without such passage of time
requirement); provided, however, that the sole remedy of Holders of the
Securities for an Event of Default relating to the failure to file any
documents or reports that the Company is required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act and for any failure to
comply with the requirements of Section 314(a)(1) of the Trust Indenture Act or
of Section 14.04 of this Indenture, will for the first 60 days after the
occurrence of such an Event of Default, or such shorter period until such Event
of Default has been cured or waived, consist exclusively of the right to
receive additional interest on the Securities at an annual rate equal to 0.25%
of the outstanding principal amount of the Securities. On the 61st day after
such Event of Default (if such Event of Default is not cured or waived prior to
such 61st day), the Securities will be subject to acceleration as provided
below. 


          (d)
the entry by a court having jurisdiction in the premises of (i) a decree or
order for relief in respect of the Company in an involuntary case or proceeding
under any applicable federal or state bankruptcy, insolvency, reorganization,
or other similar law or (ii) a decree or order adjudging the Company bankrupt
or insolvent, or


15






approving as properly filed a petition seeking
reorganization, arrangement, adjustment, or composition of or in respect of the
Company under any applicable federal or state law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator, or other similar
official of the Company or of any substantial part of its property, or ordering
the winding up or liquidation of its affairs, and the continuance of any such
decree or order for relief or any such other decree or order unstayed and in
effect for a period of 60 consecutive calendar days; 


          (e)
the commencement by the Company of a voluntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization, or other
similar law or of any other case or proceeding to be adjudicated bankrupt or
insolvent, or the consent by it to the entry of a decree or order for relief in
respect of the Company in an involuntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization, or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief with respect to the Company under any applicable
federal or state bankruptcy, insolvency, reorganization, or other similar law,
or the consent by it to the filing of such petition or to the appointment of or
taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator, or other similar official of the Company or of any substantial
part of its property pursuant to any such law, or the making by it of an
assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due, or the taking of
corporate action by the Company in furtherance of any such action; or 


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


          Upon
receipt by the Trustee of any Notice of Default pursuant to this Section 5.01,
a record date shall automatically and without any other action by any Person be
set for the purpose of determining the Holders of outstanding Securities of the
applicable series entitled to join in such Notice of Default, which record date
shall be the close of business on the day the Trustee receives such Notice of
Default. The Holders of outstanding Securities of the applicable series on such
record date (or their duly appointed agents), and only such Persons, shall be entitled
to join in such Notice of Default, whether or not such Holders remain Holders
after such record date. 


          SECTION
5.02 Acceleration. (a) If any Event of Default (other than an Event of
Default specified in clause (d) or (e) of Section 5.01 hereof) occurs and is
continuing, the Trustee by written notice to the Company or the Holders of at
least 25% in aggregate Principal Amount of the then outstanding Securities of
that series by written notice to the Company and the Trustee, may declare the unpaid
principal of, premium, if any, and any accrued and unpaid interest on all the
Securities of the affected series to be due and payable immediately. Except as
set forth above, upon such declaration the principal of, premium, if any, and
interest shall be due and payable immediately. If an Event of Default specified
in clause (d) or (e) of Section 5.01 hereof occurs with respect to the Company
the unpaid principal of, premium, if any, and any accrued and unpaid interest
on all the Securities shall ipso facto become and be immediately due and
payable without further action or notice on the part of the Trustee or any
Holder. 


          (b)
At any time after such a declaration of acceleration with respect to the
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in
this Article 5 provided, the Holders of a majority in Principal Amount of the
outstanding Securities of such series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if (i) the
Company has paid or deposited with the Trustee a sum sufficient to pay (A) all
overdue interest on all of the Securities of that series, (B) the principal of
(and premium, if any, on) Securities of that series which has become due
otherwise than by such declaration of acceleration and any interest thereon at
the rate or rates prescribed therefor in the Securities of that series, (C) to
the extent that payment of such interest is lawful, interest upon overdue
interest at the rate or rates prescribed therefor in the Securities of that
series, and (D) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements, and advances of the Trustee
and its agents and counsel and (ii) all Events of Default with respect to the
Securities of that series, other than the non-payment of the principal of the
Securities of that series which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 5.04. No such
rescission will affect any subsequent default or impair any right consequent
thereon. 


          SECTION
5.03 Other Remedies. If an Event of Default with respect to Securities
of any series occurs and is continuing, the Trustee may pursue any available
remedy to collect the payment of principal or interest on the Securities of
such series or to enforce the performance of any provision of the Securities of
such series or this Indenture. 


16






          The
Trustee may maintain a proceeding even if it does not possess any of the
Securities of such series or does not produce any of them in the proceeding 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 in respect of which such
judgment has been recovered. A delay or omission by the Trustee or any Holder
in exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. All remedies are cumulative to the extent permitted by law. 


          SECTION
5.04 Waiver of Past Defaults. The Holders of not less than a majority in
aggregate Principal Amount of the Securities of any series then outstanding by
written notice to the Trustee may on behalf of the Holders of all of the
Securities of such series waive any existing Default or Event of Default and
its consequences under this Indenture except a continuing Default or Event of
Default in the payment of the principal of (and premium, if any) or interest,
if any, on any Security of such series. The Company may, but shall not be
obligated to, fix a record date for the purpose of determining the Persons
entitled to waive any past default hereunder. 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 waive any default hereunder, whether or not such
Holders remain Holders after such record date. Upon any such waiver, such
Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or impair any right
consequent thereon. 


          SECTION
5.05 Control by Majority. With respect to the Securities of any series,
the Holders of a majority in aggregate Principal Amount of the then outstanding
Securities of that series may 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 it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture, that the Trustee in good
faith determines may be unduly prejudicial to the rights of other Holders of
that series or that may involve or cause the Trustee any potential liability.
The Trustee may take any other action which it deems proper which is not
inconsistent with any such direction. 


          Upon
receipt by the Trustee of any such direction with respect to the Securities of
such series, a record date shall automatically and without any other action by
any Person be set for determining the Holders of outstanding Securities of such
series entitled to join in such direction, which record date shall be the close
of business on the day the Trustee receives such direction. The Holders of
outstanding Securities of such series on such record date (or their duly
appointed agents), and only such Persons, shall be entitled to join in such
direction, whether or not such Holders remain Holders after such record date. 


          SECTION
5.06 Limitation on Suits. A Holder of any Security of any series may
pursue a remedy with respect to this Indenture or the Securities of the
applicable series only if: 


          (a)
the Holder gives to the Trustee written notice of a continuing Event of
Default; 


          
(b) the Holders of at least 25% in aggregate Principal Amount of the then
outstanding Securities of that series make a written request to the Trustee to
pursue the remedy; 


          (c)
such Holder or Holders provide to the Trustee indemnity satisfactory to the
Trustee against any loss, liability or expense in connection with the pursuance
of such remedy; 


          (d)
during the 90-day period specified in (e) below, the Holders of a majority in
aggregate Principal Amount of the then outstanding Securities of such series do
not give the Trustee a direction inconsistent with the request; and 


          (e)
the Trustee does not comply with the request within 90 days after receipt of
the notice, request and the offer of indemnity. 


          A
Holder may not use this Indenture to prejudice the rights of another Holder of
Securities of the same series in case of any Event of Default described in
clause (a), (b) or (f) of Section 5.01 or of another Holder of any series of
Securities in the case of any Event of Default described in clause (c), (d) or
(e) of Section 5.01. A Holder may not use this Indenture to obtain a preference
or priority over another Holder of Securities of the same series in case of any
Event of Default described in clause (a), (b) or (f) of Section 5.01 or of
another Holder of any series of Securities in the case of any Event of Default
described in clause (c), (d) or (e) of Section 5.01.


17






          SECTION
5.07 Rights of Holders to Receive Payment. Notwithstanding any other
provision of this Indenture, the right of any Holder to receive payment of
principal of (and premium, if any) and interest, if any, on any Security, on or
after the respective due dates expressed in such Security, or to bring suit for
the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of the Holder. 


          SECTION
5.08 Collection Suit by Trustee. If an Event of Default specified in
Section 5.01 hereof occurs and is continuing, the Trustee is authorized to
recover judgment in its own name and as trustee of an express trust against the
Company or any other obligor for the whole amount of principal (and premium, if
any) and interest, if any, remaining unpaid on any Securities of such series
and interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover amounts due the Trustee under
Section 6.07 hereof, including the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel. 


          SECTION
5.09 Trustee May File Proofs of Claim. The Trustee is authorized to file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and the Holders allowed in any judicial
proceedings relative to the Company (or any other obligor upon the Securities),
its creditors or its property and shall be entitled and empowered to collect,
receive and distribute any money or other property payable or deliverable on
any such claims and any custodian in any such judicial proceeding is hereby
authorized by each Holder 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, its agents
and counsel, and any other amounts due the Trustee under Section 6.07 hereof.
To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 6.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties which the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall
be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment
or composition affecting the Securities of any series or the rights of any
Holder thereof, or to authorize the Trustee to vote in respect of the claim of
any Holder in any such proceeding.


          SECTION
5.10 Priorities. If the Trustee collects any money pursuant to this
Article, it shall pay out the money in the following order: 


          First:
to the Trustee, its agents and attorneys for amounts due under Section 6.07,
including payment of all compensation, expense and liabilities incurred, and
all advances made, by the Trustee and the costs and expenses of collection; 


          Second:
to Holders for amounts due and unpaid on the Securities of any series for
principal (and premium, if any) and interest, if any, ratably, without
preference or priority of any kind, according to the amounts due and payable on
the Securities of such series for principal (and premium, if any) and interest,
if any, respectively; and 


          Third:
to the Company or to such party as a court of competent jurisdiction shall
direct. The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 5.10 upon five Business Days prior notice to
the Company. 


          SECTION
5.11 Undertaking for Costs. In any suit for the enforcement of any right
or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as a Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys’ fees and expenses, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Holder of Securities of the affected series
pursuant to Section 5.07 hereof, a suit by Holders of more than 10% in
aggregate Principal Amount of the then outstanding Securities of any series in
the case of any suit relating to or arising under clause (a), (b), (c) or (f)
of Section 5.01, or a suit by Holders of more than 10% in aggregate Principal
Amount of the then all outstanding Securities in the case of any suit relating
to or arising under clause (d) or (e) of Section 5.01. 


18






          SECTION
5.12 Restoration of Rights and Remedies. If the Trustee or any Holder
has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall 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 has
been instituted. 


          SECTION
5.13 Rights and Remedies Cumulative. Except as otherwise provided with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities in the last paragraph of Section 3.09, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy. 


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


ARTICLE 6


CONCERNING THE
TRUSTEE


          SECTION
6.01 Duties and Responsibilities of the Trustee; During Default; Prior to
Default. The Trustee, with respect to the Securities of any series, prior
to the occurrence of an Event of Default with respect to the Securities of such
series and after the curing or waiving of all Events of Default with respect to
the Securities of such series which may have occurred, undertakes to perform
such duties and only such duties with respect to such series as are
specifically set forth in this Indenture. In case an Event of Default with respect
to the Securities of a series has occurred (and is continuing which has not
been cured or waived) the Trustee shall exercise such of the rights and powers
vested in it by this Indenture with respect to such series, and use the same
degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of such person’s own affairs.


          No
provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act or its
own willful misconduct, provided that: 


          (a)
the duties and obligations of the Trustee shall be determined solely by the
express provisions of this Indenture, and the Trustee shall not be liable except
for the performance of such duties and obligations as are specifically set
forth in this Indenture, and no implied covenants or obligations shall be read
into this Indenture against the Trustee; 


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


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


          (d)
the Trustee shall not be liable with respect to any action taken or omitted to
be taken by it in good faith in accordance with the direction of the Holders
given as provided in Section 5.05 or otherwise exercising any trust or power
conferred upon the Trustee, under this Indenture. 


          None
of the provisions contained in this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any potential or actual
liability (financial or otherwise) in the performance of any of its duties or
in the exercise of any of its rights or powers, if there shall be reasonable
ground for believing that the repayment of


19






such funds or adequate indemnity against such
liability is not reasonably assured to it. This Section 6.01 is in furtherance
of and subject to Sections 315 and 316 of the Trust Indenture Act. 


          Whether
or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this Article 6.


          SECTION
6.02 Certain Rights of the Trustee. In furtherance of and subject to the
Trust Indenture Act, and subject to Section 6.01: 


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


          (b)
any request, direction, order or demand of the Company mentioned herein shall
be sufficiently evidenced by an Officers’ Certificate (unless other evidence in
respect thereof be herein specifically prescribed); and any resolution of the
Board of Directors may be evidenced to the Trustee by a copy thereof certified
by the Secretary or an Assistant Secretary of the Company;


          (c)
the Trustee may consult with counsel of its selection and any advice or Opinion
of Counsel shall be full and complete authorization and protection in respect
of any action taken, suffered or omitted to be taken by it hereunder in good
faith and in accordance with such advice or Opinion of Counsel;


          (d)
the Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request, order or direction of any
of the Holders of the Securities of any series pursuant to the provisions of
this Indenture, unless such Holders shall have offered and provided to the
Trustee reasonable security or indemnity satisfactory to it against the costs,
expenses and liabilities which might be incurred therein or thereby; but
nothing herein contained shall, however, relieve the Trustee of the obligation,
upon the occurrence of an Event of Default (which has not been cured or waived)
with respect to the Securities of any series, to exercise such of the rights
and powers vested in it by this Indenture, and to use the same degree of care
and skill in their exercise, as a prudent person would exercise or use under
the circumstances in the conduct of such person’s own affairs;


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


          (f)
the Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, appraisal, bond, debenture,
note, coupon, security, or other paper or document unless requested in writing
so to do by the Holders of not less than a majority in aggregate Principal
Amount of all the Securities then outstanding; provided that, if the payment
within a reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured to the Trustee by the security
afforded to it by the terms of this Indenture, the Trustee may require
indemnity satisfactory to it against such expenses or liabilities as a
condition to proceeding; the reasonable expenses of every such examination
shall be paid by the Company; 


          (g)
the Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys not
regularly in its employ and the Trustee shall not be responsible for any
misconduct or negligence on the part of any such agent or attorney appointed
with due care by it hereunder;


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


          (i)
the Trustee shall not be deemed to have notice of any Default or Event of
Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default
is received by the Trustee at the Corporate Trust Office of the Trustee, and
such notice references the Securities and this Indenture; and 


          (j)
The Trustee may request that the Company deliver an Officers’ Certificate
setting forth the names of individuals and/or titles of officers authorized at
such time to take specified actions pursuant to this Indenture, which Officers’
Certificate may be signed by any person authorized to sign an Officers’
Certificate, including any person specified as so authorized in any such
certificate previously delivered and not superceded. 


20






          SECTION
6.03 Trustee Not Responsible for Recitals, Disposition of Securities or
Application of Proceeds Thereof. The recitals contained herein and in the
Securities, except the Trustee’s certificates of authentication, shall be taken
as the statements of the Company, and the Trustee assumes no responsibility for
the correctness of the same. The Trustee makes no representation as to the
validity or sufficiency of this Indenture or of the Securities, 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. The Trustee shall not be liable or accountable in any manner
for the use or application by the Company of any of the Securities or of the
proceeds thereof. 


          SECTION
6.04 Trustee and Agents May Hold Securities; Collections, etc. The
Trustee or any of its affiliates or any agent of the Company or the Trustee, in
its individual or any other capacity, may become the owner or pledgee of
Securities, subject to Sections 6.10 and 6.13 with the same rights it would
have if it were not the Trustee or such agent and may otherwise deal with the
Company and receive, collect, hold and retain collections from the Company with
the same rights it would have if it were not the Trustee or such agent. 


          SECTION
6.05 Moneys Held by Trustee. All moneys received by the Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for
which they were received, but need not be segregated from other funds except to
the extent required by mandatory provisions of law. Neither the Trustee nor any
agent of the Company or the Trustee shall be under any liability for interest
on any moneys received by it hereunder, except as otherwise agreed with the
Company. 


          SECTION
6.06 Notice of Default. If any Default or any Event of Default occurs
and is continuing with respect to the Securities of any series and if such
Default or Event of Default is actually known to a Responsible Officer of the
Trustee, the Trustee shall mail to each Holder of Securities of such series in
the manner and to the extent provided in Trust Indenture Act Section 313(c)
notice of the Default or Event of Default (“Notice of Default”) within 90 days
after it occurs, unless such Default or Event of Default has been cured;
provided, however, that, except in the case of a default in the payment of the
principal of, or interest or premium, if any, on any Security of such series or
in the payment of any sinking fund installment with respect to Securities of
such series, the Trustee shall be protected in withholding such notice if and
so long as the board of directors, the executive committee or a trust committee
of directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interest of the Holders of
Securities of such series. 


          SECTION
6.07 Compensation and Indemnification of Trustee and Its Prior Claim.
The Company covenants and agrees to pay to the Trustee from time to time, and
the Trustee shall be entitled to, such compensation as shall be agreed in
writing between the Company and the Trustee (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust) and the Company covenants and agrees to pay or reimburse the Trustee and
each predecessor Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by or on behalf of it in accordance
with any of the provisions of this Indenture (including the reasonable
compensation and the expenses and disbursements of its counsel and of all
agents and other persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad faith. The
Company also covenants to indemnify the Trustee and each predecessor Trustee
for, and to hold it harmless against, any and all loss, liability, damage,
claim or expense, including taxes (other than taxes based on the income of the
Trustee) incurred without negligence or bad faith on its part, arising out of
or in connection with the acceptance or administration of this Indenture or the
trusts hereunder and its duties hereunder, including without limitation the
costs and expenses of defending itself against or investigating any claim
(whether asserted by the Company, a Holder or any other Person). The
obligations of the Company under this Section to compensate and indemnify the
Trustee and each predecessor Trustee and to pay or reimburse the Trustee and
each predecessor Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture. Such financial obligations of the Company
identified in this Section shall be a senior claim to that of the Securities of
each series upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the benefit of the holders of particular
Securities, and the Securities of each series are hereby subordinated to such
senior claim. 


          When
the Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 5.01(d) or Section 5.01(e), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law. 


21






          SECTION
6.08 Right of Trustee to Rely on Officers’ Certificate, etc. Subject to
Sections 6.01 and 6.02, whenever in the administration of the trusts of this
Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers’ Certificate delivered to the Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under
the provisions of this Indenture upon the faith thereof. 


          SECTION
6.09 Persons Eligible for Appointment as Trustee. The Trustee hereunder
shall at all times be a corporation, national association or other appropriate
entity having a combined capital and surplus of at least $50,000,000, and which
is eligible in accordance with the provisions of Section 310(a) of the Trust
Indenture Act. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of a Federal, State 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. 


          SECTION
6.10 Resignation and Removal; Appointment of Successor Trustee. (a) The
Trustee may at any time resign with respect to the Securities of one or more
series by giving written notice of resignation to the Company and to the
Holders of Securities of such series, such notice to the Holders to be given by
mailing (by first class mail) the same within 30 days after such notice is
given to the Company. Upon receiving such notice of resignation, the Company
shall promptly appoint a successor trustee by written instrument in duplicate,
executed by authority of the Board of Directors, one copy of which instrument
shall be delivered to the resigning Trustee and one copy to the successor
trustee. If no successor trustee shall have been so appointed and have accepted
appointment within 60 days after the mailing of such notice of resignation, the
resigning trustee may petition, at the expense of the Company, any court of
competent jurisdiction for the appointment of a successor trustee, or any
Securityholder of the affected series who has been a bona fide holder of a
Security or Securities of the affected series for at least six months may, on
behalf of himself and all others similarly situated, petition any such court
for the appointment of a successor trustee. Such court may thereupon, after
such notice, if any, as it may deem proper and prescribe, appoint a successor
trustee. 


          (b)
In case at any time any of the following shall occur:


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (ii)
  the Trustee shall cease to be eligible in accordance with the provisions of
  Section 6.09 and shall fail to resign after written request therefor by the
  Company or by any such Securityholder; or


	
 

	
 


	
 

	
          (iii)
  the Trustee shall become incapable of acting, or shall be adjudged as
  bankrupt or insolvent, or a receiver or liquidator 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, the Company may remove the Trustee and appoint a successor
trustee by written instrument, in duplicate, executed by order of the Board of
Directors of the Company, one copy of which instrument shall be delivered to
the Trustee so removed and one copy to the successor trustee, or, subject to
Section 315(e) of the Trust Indenture Act, any Securityholder who has been a
bona fide holder of a Security or Securities 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 and the appointment of a
successor trustee. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, remove the Trustee and appoint a successor
trustee. 


          (c)
The Holders of a majority in aggregate Principal Amount of the Securities of
any series at the time outstanding may at any time remove the Trustee for that
series and appoint a successor trustee by delivering to the Trustee so removed,
to the successor trustee so appointed and to the Company the evidence provided
for in Section 7.01 of the action in that regard taken by the Securityholders.


          If
no successor trustee shall have been so appointed and have accepted appointment
60 days after the mailing of such notice of removal, the trustee being removed
may petition, at the expense of the Company, any court


22






of competent jurisdiction for the appointment of a
successor trustee. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, appoint a successor trustee.


          (d)
Any resignation or removal of the Trustee and any appointment of a successor
trustee pursuant to any of the provisions of this Section 6.10 shall become
effective upon acceptance of appointment by the successor trustee as provided
in Section 6.11. 


          (e)
The Company shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Securities of such series as their names and addresses appear in the
Security Register. 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
6.11 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 so appointed shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all
the rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.


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


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


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


          SECTION
6.12 Merger, Conversion, Consolidation or Succession to Business of Trustee.
Any corporation or national association into which the Trustee may be merged or
converted or with which it may be consolidated, or to which the Trustee’s
assets may be sold, or any corporation or national association resulting from
any merger, conversion, consolidation or sale to which the Trustee shall be a
party or by which the Trustee’s property may be bound, or any corporation or
national association succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such entity shall be eligible under the


23






provisions of Section 6.09, without the execution or
filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding. 


          In
case at the time such successor to the Trustee shall succeed to the trusts
created by this Indenture any of the Securities shall have been authenticated
but not delivered, any such successor to the Trustee may adopt the certificate
of authentication of any predecessor Trustee and deliver such Securities so
authenticated; and, in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of
the successor Trustee; and in all such cases such certificate shall have the
full force that it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have; provided, that the right to
adopt the certificate of authentication of any predecessor Trustee or to
authenticate Securities in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or consolidation. 


          SECTION
6.13 Preferential Collection of Claims. If the Trustee shall be or shall
become a creditor, directly or indirectly, secured or unsecured, of the Company
(or any other obligor on the Securities), the Trustee shall be subject to the
provisions of Section 311 of the Trust Indenture Act regarding the collection
of claims against the Company (or any such other obligor). For purposes of
Section 311(b) (4) and (6) of such Act, the following terms shall mean: 


          (a)
“cash transaction” means any transaction in which full payment for goods or
securities sold is made within seven days after delivery of the goods or
securities in currency or in checks or other orders drawn upon banks or bankers
and payable upon demand; and 


          (b)
“self-liquidating paper” means any draft, bill of exchange, acceptance or
obligation which is made, drawn, negotiated or incurred by the Company for the
purpose of financing the purchase, processing, manufacturing, shipment, storage
or sale of goods, wares or merchandise and which is secured by documents
evidencing title to, possession of, or a lien upon, the goods, wares or
merchandise or the receivables or proceeds arising from the sale of the goods,
wares or merchandise previously constituting the security, provided the
security is received by the Trustee simultaneously with the creation of the
creditor relationship with the Company arising from the making, drawing,
negotiating or incurring of the draft, bill of exchange, acceptance or
obligation. 


          SECTION
6.14 Communications with the Trustee. Any and all notices, certificates,
opinions or filings with the Securities and Exchange Commission required or
permitted to be provided by the Company to the Trustee under this indenture
shall be in writing and shall be personally delivered, sent via an
internationally recognized overnight delivery service or sent by facsimile or
electronic transmission to the address or telecopy number of the Corporate
Trust Office. 


ARTICLE 7


CONCERNING THE
HOLDERS


          SECTION
7.01 Evidence of Action Taken by Holders. Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Securityholders of any series may be
embodied in and evidenced (a) by one or more instruments of substantially
similar tenor signed by such Securityholders in person or by agent duly
appointed in writing, (b) by the record of the Holders of Securities of such
series voting in favor thereof at any meeting of Securityholders duly called
and held in accordance with the provisions of Article 8, or (c) by a
combination of such instrument or instruments and any such record of such a
meeting of Securityholders; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee. Proof of execution of any instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Sections 6.01 and 6.02) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Article.


          SECTION
7.02 Proof of Execution of Instruments and of Holding of Securities; Record
Date. Subject to Sections 6.01 and 6.02, the execution of any instrument by
a Securityholder or his agent or proxy may be proved in accordance with such
reasonable rules and regulations as may be prescribed by the Trustee or in such
manner as shall be satisfactory to the Trustee. The holding of Securities shall
be proved by the Security Register or by a certificate of the Registrar
thereof. The Company may set a record date for purposes of determining the
identity of holders of Securities entitled to vote or consent to any action
referred to in Section 7.01, which record date may be set at any time or from
time to time by notice to the Trustee, for any date or dates (in the case of
any adjournment or


24






resolicitation) not more than 90 days nor less than 20
days prior to the proposed date of such vote or consent, and thereafter,
notwithstanding any other provisions hereof, only holders of Securities of
record on such record date shall be entitled to so vote or give such consent or
to withdraw such vote or consent. 


          Section
7.03 Who May Be Deemed Owners of Securities. The Company, the Trustee,
any paying agent and any Security registrar may deem and treat the person in
whose name any Security of any series shall be registered in the Security
Register on the applicable record date as the absolute owner of such Security
(whether or not such Security shall be overdue and notwithstanding any notation
of ownership or other writing thereon) for the purpose of receiving payment of
or on account of the principal of (and premium, if any) and interest, if any,
on such Security and for all other purposes; and neither the Company nor the
Trustee nor any paying agent nor any Security registrar shall be affected by
any notice to the contrary. All such payments so made to, or upon the order of,
any Holders shall be valid, and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability of moneys payable upon any
such Security. 


          Section
7.04 Securities Owned by Company Deemed Not Outstanding. In determining
whether the Holders of the requisite aggregate Principal Amount of Securities
of any series have concurred in any direction, consent or waiver under this
Indenture, Securities of such series which are owned by the Company or any
other obligor on the Securities of such series or by any person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any other obligor on the Securities of such series
shall be disregarded and deemed not to be outstanding for the purpose of any
such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver
only Securities which a Responsible Officer of the Trustee actually knows are
so owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities
and that the pledgee is not the Company or any other obligor upon the
Securities or any person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company or any other obligor
on the Securities. In case of a dispute as to such right, the advice of counsel
shall be full protection in respect of any decision made by the Trustee in
accordance with such advice. Upon request of the Trustee, the Company shall
furnish to the Trustee promptly an Officers’ Certificate listing and
identifying all Securities of any series, if any, known by the Company to be
owned or held by or for the account of any of the above-described persons; and,
subject to Sections 6.01 and 6.02, the Trustee shall be entitled to accept such
Officers’ Certificate as conclusive evidence of the facts therein set forth and
of the fact that all Securities of such series not listed therein are
outstanding for the purpose of any such determination. 


          Section
7.05 Record Date for Action by Securityholders. Whenever in this
Indenture it is provided that Holders of a specified percentage in aggregate
principal amount of the Securities of any series may take any action (including
the making of any demand or request, the giving of any direction, notice,
consent or waiver or the taking of any other action), other than any action
taken at a meeting of Securityholders of such series called pursuant to Article
8, the Company, pursuant to a resolution of its Board of Directors, or the
Holders of at least ten percent in aggregate principal amount of the Securities
of such series then outstanding, may request the Trustee to fix a record date
for determining Securityholders entitled to notice of and to take any such
action. In case the Company or the Holders of Securities of such series in the
amount above specified shall desire to request Securityholders of such series
to take any action and shall request the Trustee to fix a record date with
respect thereto by written notice setting forth in reasonable detail the
Securityholder action to be requested, the Trustee shall promptly (but in any
event within five days of receipt of such request) fix a record date that shall
be a business day not less than 15 nor more than 20 days after the date on
which the Trustee receives such request. If the Trustee shall fail to fix a
record date as hereinabove provided, then the Company or the Holders of
Securities of such series in the amount above specified may fix the same by
mailing written notice thereof (the record date so fixed to be a business day
not less than 15 nor more than 20 days after the date on which such written
notice shall be given) to the Trustee. If a record date is fixed according to
this Section 7.05, only persons shown as Securityholders of such series on the
registration books for the Company at the close of business on the record date
so fixed shall be entitled to take the requested action and the taking of such
action by the Holders of Securities of such series on the record date of the
required percentage of the aggregate Principal Amount of the Securities shall
be binding on all Securityholders of such series, provided that the taking of
the requested action by the Holders of Securities of such series on the record
date of the percentage in aggregate Principal Amount of the Securities in
connection with such action shall have been evidenced to the Trustee, as
provided in Section 7.01, not later than 180 days after such record date. 


25






          SECTION
7.06 Right of Revocation of Action Taken. At any time prior to (but not
after) the evidencing to the Trustee, as provided in Section 7.01, of the
taking of any action by the Holders of the percentage in aggregate Principal
Amount of the Securities of any series specified in this Indenture in connection
with such action, any holder of a Security the serial number of which is shown
by the evidence to be included among the serial numbers of the Securities of
the series the Holders of which have consented to such action may, by filing
written notice at the Corporate Trust Office and upon proof of holding as
provided in this Article, revoke such action so far as concerns such Security.
Except as aforesaid any such action taken by the holder of any Security shall
be conclusive and binding upon such holder and upon all future holders and
owners of such Security and of any Securities issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon any such Security. Any action taken by the Holders of the
percentage in aggregate Principal Amount of the Securities of any series
specified in this Indenture in connection with such action shall be
conclusively binding upon the Company, the Trustee and the holders of all the
Securities of such series. 


ARTICLE 8


SECURITYHOLDERS’
MEETINGS


          SECTION
8.01 Purposes for Which Meeting May Be Called. A meeting of Holders of
Securities of any series may be called at any time and from time to time
pursuant to the provisions of this Article 8 for any of the following purposes:



          (a)
to give any notice to the Company or to the Trustee, or to give any directions
to the Trustee, or to consent to the waiving of any default or Event of Default
with respect to the Securities of such series hereunder and its consequences,
or take any other action authorized to be taken by Securityholders of such
series pursuant to any of the provisions of Article 5;


          (b)
to remove the Trustee and appoint a successor trustee with respect to the
Securities of such series pursuant to the provisions of Article 6;


          (c)
to consent to the execution of an indenture or indentures supplemental hereto
pursuant to the provisions of Section 9.02; or


          (d)
to take any other action authorized to be taken by or on behalf of the holders
of the percentage in aggregate Principal Amount of the Securities of such
series under any other provisions of this Indenture or under applicable law. 


          SECTION
8.02 Manner of Calling Meetings; Record Date. The Trustee may at any
time call a meeting of Securityholders of any series to take any action
specified in Section 8.01, to be held at such time and at such place in The
City of New York, New York, or as the Trustee shall determine. Notice of every
meeting of Securityholders 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 mailed not less than 30 nor more than 60 days prior to the
date fixed for the meeting to such Securityholders at their registered
addresses. For the purpose of determining Securityholders entitled to notice of
any meeting of Securityholders, the Trustee shall fix in advance a date as the
record date for such determination, such date to be a business day not more than
10 days prior to the date of the mailing of such notice as hereinabove
provided. Only persons in whose name a Security of such series is registered
upon the books of the Company on a record date fixed by the Trustee as
aforesaid, or by the Company or the Securityholders as in Section 8.03
provided, shall be entitled to notice of the meeting of Securityholders with
respect to which such record date was so fixed. 


          SECTION
8.03 Call of Meeting by Company or Securityholders. In case at any time
the Company, pursuant to a resolution of its Board of Directors, or the Holders
of at least 10 percent in aggregate principal amount of the Securities of any
series then outstanding, shall have requested the Trustee to call a meeting of
the Securityholders of such series to take any action authorized in Section
8.01 by written request setting forth in reasonable detail the action proposed
to be taken at the meeting, and the Trustee shall not have mailed notice of
such meeting within 20 days after receipt of such request, then the Company or
the Holders of Securities of such series in the amount above specified may fix
the record date with respect to, and determine the time and the place for, such
meeting and may call such meeting to take any action authorized in Section
8.01, by mailing notice thereof as provided in Section 8.02. The record date
fixed as provided in the preceding sentence shall be set forth in a written
notice to the Trustee and shall be a business day not less than 15 nor more
than 20 days after the date on which such notice is sent to the Trustee.


26






          SECTION
8.04 Who May Attend and Vote at Meeting. To be entitled to vote at any
meeting of Securityholders of any series, a person shall be a Holder of one or
more Securities of such series. The only persons who shall be entitled to be
present or to speak at any meeting of Securityholders of any series shall be
the persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel. When a determination of Securityholders entitled to
vote at any meeting of Securityholders has been made as provided in this
Section 8.04, such determination shall apply to any adjournment thereof. 


          SECTION
8.05 Regulations. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Securityholders of any series, in regard to proof
of the holding of the 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 think fit. Except as otherwise permitted or required by any such
regulations, the holding of the Securities of such series shall be provided in
the manner specified in Section 8.06. 


          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
Securityholders as provided in Section 8.03, in which case the Company or the
Securityholders 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 a vote of the Holders of a majority in
Principal Amount of the Securities represented at the meeting and entitled to vote.



          Subject
to the provisions of Section 7.04, at any meeting each Securityholder or proxy
entitled to vote thereat shall be entitled to one vote for each $1,000
principal amount of 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 other than by virtue of Securities held by him or instruments in
writing as aforesaid duly designating him as the person to vote on behalf of
other Securityholders. Any meeting of Securityholders duly called pursuant to
the provisions of Section 8.02 or 8.03 may be adjourned from time to time, and
the meeting may be held as so adjourned without further notice. 


          At
any meeting of Securityholders of any series, the presence of persons who held,
or who are acting as proxy for persons who held, an aggregate Principal Amount
of Securities of such series on the record date for such meeting sufficient to
take action on the business for the transaction of which such meeting was
called shall constitute a quorum, but, if less than a quorum is present, the
persons holding or representing a majority in aggregate Principal Amount of the
Securities of such series represented at the meeting may adjourn such meeting
with the same effect, for all intents and purposes, as though a quorum had been
present. 


          SECTION
8.06 Manner of Voting at Meetings and Record to be Kept. The vote upon
any resolution submitted to any meeting of Securityholders of any series shall
be by written ballots on each of which shall be subscribed the signature of the
Securityholder or proxy casting such ballot and the identifying number or
numbers of the Securities of such series held or represented in respect of
which such ballot is cast. 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 in duplicate of the proceedings of each meeting of
Securityholders 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 facts setting forth a copy of the notice of the meeting
and showing that said notice was mailed as provided in Section 8.02. The record
shall show the identifying numbers of the Securities of such series voting in
favor of or against any resolution. Each counterpart of such record shall be
signed and verified by the affidavits of the permanent chairman and secretary
of the meeting and one of the counterparts shall be delivered to the Company
and the other to the Trustee to be preserved by the Trustee. 


          Any
counterpart record so signed and verified shall be conclusive evidence of the
matters therein stated and shall be the record referred to in clause (b) of
Section 8.01. 


          SECTION
8.07 Exercise of Rights of Trustee and Securityholders Not to be Hindered or
Delayed. Nothing in this Article 8 contained shall be deemed or construed
to authorize or permit, by reason of any call of a meeting of Securityholders
or any rights expressly or impliedly conferred hereunder to make such call, any
hindrance or delay


27






in the exercise of any right or rights conferred upon
or reserved to the Trustee or to the Securityholders of any series under any of
the provisions of this Indenture or of the Securities of such series. 


ARTICLE 9


SUPPLEMENTAL
INDENTURES


          SECTION
9.01 Supplemental Indentures Without Consent of Holders. The Company and
the Trustee may amend or supplement this Indenture or the Securities of any
series without the consent of any Holder: 


          (a)
to cure any ambiguity, defect or inconsistency;


          (b)
to provide for uncertificated Securities in addition to or in place of
certificated Securities; 


          (c)
to provide for the assumption of the Company’s obligations to the Holders of
the Securities in the case of any transaction pursuant to Article 10 hereof; 


          (d)
to evidence and provide for the acceptance of appointment hereunder by a
successor trustee and to add to or change any of the provisions of the
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one trustee; 


          (e)
to make any change that would provide any additional rights or benefits to the
Holders of all or any series of Securities or that does not adversely affect
the legal rights hereunder of any such Holder; or


          (f)
to comply with requirements of the Commission in order to effect or maintain
the qualification of this Indenture under the Trust Indenture Act. 


          Upon
the request of the Company accompanied by a resolution of their respective
Board of Directors authorizing the execution of any such supplemental
indenture, and upon receipt by the Trustee of the documents described in
Section 9.04 hereof, the Trustee shall join with the Company in the execution
of any supplemental indenture authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations which
may be therein contained, but the Trustee shall not be obligated to enter into
such supplemental indenture which affects its own rights, duties or immunities
under this Indenture or otherwise. 


          SECTION
9.02 With Consent of Holders. Except as provided in the next succeeding
paragraphs, this Indenture or the Securities may be amended or supplemented
with the consent of the Holders of at least a majority in aggregate Principal
Amount of the Securities then outstanding affected by such supplemental
indenture, and any existing default or compliance with any provision of this
Indenture or the Securities of any series may be waived with the consent of the
Holders of a majority in aggregate Principal Amount of the then outstanding
Securities affected by such default or compliance. 


          Upon
the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders as aforesaid, and upon receipt by the Trustee of the
documents described in Section 9.04 hereof, the Trustee shall join with the
Company in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental
indenture.


          It
shall not be necessary for the consent of the Holders under this Section 9.02
to approve the particular form of any proposed amendment or waiver, but it shall
be sufficient if such consent approves the substance thereof. 


          After
an amendment, supplement or waiver under this Section becomes effective, the
Company shall mail to the Holders affected thereby a notice briefly describing
the amendment, supplement or waiver. Any failure of the Company to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture or waiver. Subject to Sections
5.04 and 5.07 hereof, the Holders of a majority in aggregate Principal Amount
of the Securities then outstanding affected may waive compliance in a
particular instance by the Company with any provision of this Indenture or such
Securities. Without the consent of each Holder affected hereby, however, an
amendment or waiver may not: 


          (a)
reduce the Principal Amount of Securities of any series whose Holders must
consent to an amendment, supplement or waiver; 


          (b)
change the stated maturity of the principal of, or any installment of principal
of or interest on, or time for payment of interest on, any Security, or reduce
the Principal Amount thereof or the rate of interest thereon or any


28






premium payable upon the redemption thereof, or change
any Payment Office where, or the coin or 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, on or after the redemption date); 


          (c)
modify any of the provisions of this Section 9.02, Section 5.04 or Section
4.08, except to increase the percentage in Principal Amount of Holders required
under any such Section or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of
each outstanding Security affected thereby, provided, however, that this clause
(c) will not be deemed to require the consent of any Holder with respect to
changes in the references to “the Trustee” and concomitant changes in this
Section 9.02, Section 5.04 and Section 4.08, or the deletion of this proviso,
in accordance with the requirements of Section 6.11; or


          (d)
make any change in this sentence of this Section 9.02. 


          SECTION
9.03 Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the Holders shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.


          SECTION
9.04 Documents to Be Given to Trustee; Compliance with TIA. The Trustee,
subject to the provisions of Sections 6.01 and 6.02, may receive an Officers’
Certificate and an Opinion of Counsel as conclusive evidence that any such
supplemental indenture complies with the applicable provisions of this
Indenture. Every such supplemental indenture shall comply with the TIA. 


          SECTION
9.05 Notation on Securities in Respect of Supplemental Indentures.
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to the provisions of this Article may bear a notation
approved by the Trustee as to form (but not as to substance) as to any matter
provided for by such supplemental indenture or as to any action taken at any
such meeting. If the Company or the Trustee shall so determine, new Securities
of any series so modified as to conform, in the opinion of the Trustee and the
Board of Directors of the Company, to any modification of this Indenture
contained in any such supplemental indenture may be prepared by the Company,
authenticated by the Trustee and delivered in exchange for the Securities of
such series then outstanding. 


ARTICLE 10


CONSOLIDATION,
MERGER OR SALE OF ASSETS


          SECTION
10.01 When the Company May Merge, Etc. The Company shall not consolidate
with or merge into any other Person or convey or transfer its properties and
assets substantially as an entirety to any Person, unless: 


          (a)
the Person formed by such consolidation or into which the Company is merged or
the Person which acquires by conveyance or transfer the properties and assets
of the Company substantially as an entirety shall be a Person organized and
existing under the laws of the United States of America or any State or the
District of Columbia, and shall expressly assume, by an indenture supplemental
hereto, executed and delivered 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 or observance of every covenant of this
Indenture of the part of the Company to be performed or observed;


          (b)
immediately after giving effect to such transaction, no Event of Default, and
no event which, after notice or lapse of time, or both, would become an Event
of Default, shall have happened and be continuing; and


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


          SECTION
10.02 Successor Corporation Substituted. Upon any consolidation or
merger, or any sale, assignment, transfer, lease, conveyance or other
disposition of all or substantially all of the assets of the Company in
accordance with Section 10.01 hereof, the successor corporation formed by such
consolidation or into or with which


29






the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, assignment, transfer, lease, conveyance or other
disposition, the provisions of this Indenture referring to the “Company” shall
refer instead to the successor corporation), and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein. 


          In
case of any such consolidation, merger, sale or conveyance such changes in
phraseology and form (but not in substance) may be made in the Securities
thereafter to be issued as may be appropriate. Notwithstanding the foregoing,
(i) a consolidation or merger by the Company with or into, or (ii) the sale,
assignment, transfer, lease, conveyance or other disposition by the Company of
all or substantially all of its property or assets to, one or more of its
Subsidiaries shall not relieve the Company from its obligations under this
Indenture and the Securities. 


          SECTION
10.03 Opinion of Counsel to Trustee. The Trustee, subject to the
provisions of Sections 6.01 and 6.02, may receive an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, conveyance, sale,
transfer, lease, exchange or other disposition complies with the applicable
provisions of this Indenture. 


ARTICLE 11


REDEMPTION OF
SECURITIES


          SECTION
11.01 Applicability of Article. Securities of any series which are
redeemable before their Stated Maturity shall be redeemable in accordance with
their terms and (except as otherwise specified as contemplated by Section 3.01
for Securities of any series) in accordance with this Article. 


          SECTION
11.02 Notice of Redemption; Partial Redemptions. Notice of redemption to
the Holders of Securities of any series to be redeemed as a whole or in part
shall be given by mailing notice of such redemption by first class mail,
postage prepaid, at least 30 days and not more than 60 days prior to the date
fixed for redemption to such Holders of Securities at their last addresses as
they shall appear upon the registry books. Any notice which is mailed in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the Holder receives the notice. Failure to give notice by mail, or any
defect in the notice to the Holder of any Security designated for redemption as
a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security. 


          The
notice of redemption to each such Holder shall identify the Securities to be
redeemed (including CUSIP numbers) and shall specify the Principal Amount of
each Security held by such Holder to be redeemed, the date fixed for
redemption, the redemption price, the place or places of payment, that payment
will be made upon presentation and surrender of such Securities, that interest
accrued to the date fixed for redemption will be paid as specified in said
notice and that on and after said date interest thereon or on the portions
thereof to be redeemed will cease to accrue. In case any Security is to be
redeemed in part only the notice of redemption shall state the portion of the
Principal Amount thereof to be redeemed and shall state that on and after the
date fixed for redemption, upon surrender of such Security, a new Security or
Securities in Principal Amount equal to the unredeemed portion thereof will be
issued. 


          The
notice of redemption of Securities of any series to be redeemed at the option
of the Company shall be given by the Company or, at the Company’s request, by
the Trustee in the name and at the expense of the Company.


          No
later than 10:00 a.m. on the redemption date specified in the notice of
redemption given as provided in this Section, the Company will deposit with the
Trustee or with one or more paying agents (or, if the Company is acting as its
own paying agent, set aside, segregate and hold in trust) an amount of money
sufficient to redeem on the redemption date all the Securities of a series so
called for redemption at the appropriate redemption price, together with
accrued interest to the date fixed for redemption. The Company will deliver to
the Trustee at least 70 days prior to the date fixed for redemption an
Officers’ Certificate stating the aggregate Principal Amount of Securities of
such series to be redeemed. 


          If
less than all the Securities of a series are to be redeemed, the Trustee shall
select, either pro rata, by lot or by any other method it shall deem fair and
reasonable, Securities to be redeemed in whole or in part. Securities may be
redeemed in part only in denominations equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof.
The Trustee shall promptly notify the Company 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


30






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
11.03 Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date
and at the place stated in such notice at the applicable redemption price,
together with interest accrued to the date fixed for redemption, and on and
after said date (unless the Company shall default in the payment of such
Securities at the redemption price, together with interest accrued to said
date) interest on the Securities or portions of Securities so called for
redemption shall cease to accrue and, except as provided in Sections 6.05 and
12.06, such Securities shall cease from and after the date fixed for redemption
to be entitled to any benefit or security under this Indenture, and the Holders
thereof shall have no right in respect of such Securities except the right to
receive the redemption price thereof and unpaid interest to the date fixed for
redemption. On presentation and surrender of such Securities at a Payment
Office specified in said notice, said Securities or the specified portions
thereof shall be paid and redeemed by the Company at the applicable redemption
price, together with interest accrued thereon to the date fixed for redemption;
provided that any payment of interest becoming due on the date fixed for
redemption shall be payable to the holders of such Securities registered as
such on the relevant Regular Record Date subject to the terms and provisions of
Section 3.05 hereof. 


          If
any Security called for redemption shall not be so paid upon surrender thereof
for redemption, the principal shall, until paid or duly provided for, bear
interest from the date fixed for redemption at the rate borne by the Security. 


          Upon
presentation of any Security redeemed in part only, the Company shall execute
and the Trustee shall authenticate and make available for delivery to or on the
order of the Holder thereof, at the expense of the Company, a new Security or
Securities of authorized denominations, in Principal Amount equal to the
unredeemed portion of the Security so presented. 


ARTICLE 12


DEFEASANCE AND
COVENANT DEFEASANCE


          SECTION
12.01 Applicability of the Article; Company’s Option to Effect Defeasance or
Covenant Defeasance. Unless pursuant to Section 3.01 provision is made for
the inapplicability of either or both of (a) defeasance of the Securities of a
series under Section 12.02 or (b) covenant defeasance of the Securities of a
series under Section 12.03, then the provisions of such Section or Sections, as
the case may be, together with the other provisions of this Article, shall be applicable
to the Securities of such series, and the Company may, at its option, by
resolution of the Board of Directors, at any time, elect to have either Section
12.02 or Section 12.03 applied to the outstanding Securities of a series upon
compliance with the conditions set forth below in this Article 12. 


          SECTION
12.02 Legal Defeasance and Discharge. Upon the Company’s exercise of the
option provided under Section 12.01 hereof to defease the outstanding
Securities of a particular series under this Section 12.02, the Company shall
be deemed to have been discharged from its obligations with respect to such
outstanding Securities on the date the conditions set forth below are satisfied
(hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance
means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by the outstanding Securities of such series, which
shall thereafter be deemed to be “outstanding” only for the purposes of Section
12.05 hereof and the other Sections of this Indenture referred to in clauses
(i) and (ii) of this Section 12.02, and to have satisfied all its other
obligations under such Securities and this Indenture (and the Trustee, on
demand of and at the expense of the Company shall execute proper instruments
acknowledging the same), except for the following provisions which shall
survive until otherwise terminated or discharged hereunder: (i) the rights of
Holders of outstanding Securities of such series to receive solely from the
trust fund described in Section 12.04 hereof, 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 when such payments are due, (ii) the
Company’s obligations with respect to such Securities under Sections 3.06,
3.07, 3.08(a), 3.09, 3.11, and 12.05 hereof, (iii) the rights, powers, trusts,
duties and immunities of the Trustee hereunder, including, without limitation,
the Trustee’s rights under Section 6.07 hereof, and the Company’s obligations
in connection therewith and with this Article 12. Subject to compliance with
this Article 12, the Company may exercise its option under this Section 12.02
notwithstanding the prior exercise of its option under Section 12.03 hereof
with respect to the Securities of such series. 


31






          SECTION
12.03 Covenant Defeasance. Upon the Company’s exercise of the option
provided under Section 12.01 hereof to obtain a covenant defeasance with
respect to the outstanding Securities of a particular series under this Section
12.03, the Company shall be released from its obligations under the covenants
contained in Article 4 and Section 10.01 hereof and the covenants contained in
any supplemental indenture applicable to such series, with respect to the
outstanding Securities of such series on and after the date the conditions set
forth below are satisfied (hereinafter, “Covenant Defeasance”), and the
Securities of such series shall thereafter be deemed not outstanding for the
purposes of any direction, waiver, consent or declaration or act of Holders
(and the consequences of any thereof) in connection with such covenants, but
shall continue to be deemed outstanding for all other purposes hereunder. For
this purpose, such Covenant Defeasance means that, with respect to the
outstanding Securities of such series, 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 covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference
in any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 5.01(c) with respect to outstanding Securities of such series,
but, except as specified above, the remainder of this Indenture and of the
Securities of such series shall be unaffected thereby. 


          SECTION
12.04 Conditions to Legal or Covenant Defeasance. The following shall be
the conditions to the application of either Section 12.02 or Section 12.03
hereof to the outstanding Securities of a particular series:


          (a)
The Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 6.10 who
shall agree to comply with the provisions of this Article 12 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, (i) an amount (in such currency, currencies or
currency unit in which such Securities and any related coupons are then
specified as payable at Stated Maturity), or (ii) non-callable Government
Securities that 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, cash in U.S. Dollars in an amount, or
(iii) a combination thereof, in such amounts as will be 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 the principal of (and premium, if any) and
interest, if any, on such outstanding Securities on the stated maturity date of
such principal or installment of principal, or interest or premium, if any.


          (b)
In the case of an election under Section 12.02 hereof, the Company shall have
delivered to the Trustee an Opinion of Counsel confirming that (i) the Company
has received from, or there has been published by, the Internal Revenue Service
a ruling or (ii) since the date hereof, there has been a change in the
applicable Federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding
Securities of such series will not recognize income, gain or loss for Federal
income tax purposes as a result of such Legal 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 Legal Defeasance had not occurred. 


          (c)
In the case of an election under Section 12.03 hereof, the Company shall have
delivered to the Trustee an Opinion of Counsel confirming that the Holders of
the outstanding Securities of such series 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. 


          (d)
No Default or Event of Default (or event that, with the giving of notice or
lapse of time or both would become an Event of Default) with respect to the
Securities of such series shall have occurred and be continuing on the date of
such deposit or, insofar as Section 5.01(d) or 5.01(e) hereof is concerned, at
any time in the period ending on the 124th day after the date of such deposit
(it being understood that this condition shall not be deemed satisfied until
the expiration of such period). 


          (e)
Such Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under any material agreement or
instrument (other than this Indenture) to which the Company is a party or by
which the Company is bound (other than a breach, violation or default resulting
from the borrowing of funds to be applied to such deposit). 


          (f)
The Company shall have delivered to the Trustee an Officers’ Certificate
stating that the deposit made by the Company pursuant to its election under
Section 12.02 or 12.03 hereof was not made by the Company with the


32






intent of preferring the Holders of the affected
Securities over the other creditors of the Company with the intent of
defeating, hindering, delaying or defrauding creditors of the Company, or
others. 


          (g)
Such Legal Defeasance or Covenant Defeasance shall be effected in compliance
with any additional terms, conditions or limitations which may be imposed on
the Company in connection therewith pursuant to Section 3.01.


          (h)
The Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for
relating to either the Legal Defeasance under Section 12.02 hereof or the
Covenant Defeasance under Section 12.03 hereof (as the case may be) have been
complied with as contemplated by this Section 12.04.


          SECTION
12.05 Deposited Money and Government Securities to be Held in Trust; Other
Miscellaneous Provisions. Subject to Section 12.06 hereof, all money and
non-callable Government Securities (including the proceeds thereof) deposited
with the Trustee pursuant to Section 12.04 hereof in respect of the outstanding
Securities of a particular series shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any paying agent
(including the Company acting as paying agent) as the Trustee may determine, to
the Holders of such Securities 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. 


          The
Company shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 12.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge that by law is for the account of the Holders of the outstanding
Securities of such series. 


          Anything
in this Article 12 to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon the Company’s request any money or
non-callable Government Securities held by it as provided in Section 12.04
hereof with respect to the Securities of any series which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 12.04(a) hereof), are in excess of the amount thereof
which would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.


          SECTION
12.06 Repayment to the Company. Any money deposited with the Trustee or
any paying agent, or then held by the Company, in trust for the payment of the principal
of (and premium, if any) and interest, if any, on any Security and remaining
unclaimed for two years after such principal, or interest or premium, if any,
has become due and payable shall be paid to the Company on its written request
or (if then held by the Company) shall be discharged from such trust; and the
Holder of such Security shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the Trustee
or such paying agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such paying agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in The New York
Times and The Wall Street Journal (national edition), 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 notification or publication, any unclaimed
balance of such money then remaining will be repaid to the Company.


          SECTION
12.07 Reinstatement. If the Trustee or paying agent is unable to apply
any U.S. Dollars or non-callable Government Securities in accordance with
Section 12.02 or 12.03 hereof, as the case may be, by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Company’s obligations under
this Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Section 12.02 or 12.03 hereof until such time
as the Trustee or paying agent is permitted to apply all such money in
accordance with Section 12.02 or 12.03 hereof, as the case may be; provided,
however, that, if the Company makes any payment of principal of, or interest or
premium, if any, on any Security following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Security to receive such payment from the money held by the Trustee or
paying agent. 


33






ARTICLE 13


SATISFACTION AND
DISCHARGE


          SECTION
13.01 Satisfaction and Discharge of Indenture. This Indenture shall upon
a Company Request cease to be of further effect with respect to any series of
Securities (except, as to any surviving rights of registration of transfer,
exchange or conversion of Securities of such series herein expressly provided
for or in the form of Security for such series and any rights to receive payment
of interest thereon), and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when: 


          (a)
either 


	
 

	
 

	
 


	
 

	
          (i)
  all Securities of such series theretofore authenticated and delivered (other
  than (A) Securities which have been destroyed, lost or stolen and which have
  been replaced or paid as provided in Section 3.09, and (B) Securities for
  whose payment money has theretofore been (x) 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 4.03(c) or (y) paid to any
  State or the District of Columbia pursuant to its unclaimed property or
  similar laws) have been delivered to the Trustee for cancellation; or 


	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
 

	
          (A)
  have become due and payable, or 


	
 

	
 

	
 


	
 

	
 

	
          (B)
  will become due and payable at their stated maturity within one year, or 


	
 

	
 

	
 


	
 

	
 

	
          (C)
  are to be called for redemption within one year under arrangements
  satisfactory to the Trustee for the giving of notice of redemption by the
  Trustee in the name, and at the expense, of the Company, and the Company, in
  the case of (A), (B) or (C) above, has deposited or caused to be deposited
  with the Trustee, as trust funds in trust for the purpose, money in the
  amount in the currency or currency units in which the Securities of such series
  are payable, sufficient to pay and discharge the entire indebtedness on such
  Securities not theretofore delivered to the Trustee for cancellation, for
  principal (and premium, if any) and interest, if any, to the date of such
  deposit (in the case of Securities which have become due and payable), or to
  the Stated Maturity or redemption date, as the case may be; 





          (b)
the Company has paid or caused to be paid all other sums payable hereunder with
respect to such Securities; and 


          (c)
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 have been
complied with. 


          Notwithstanding
the satisfaction and discharge of this Indenture the obligations of the Company
to the Trustee under Section 6.07 and, if money shall have been deposited with
the Trustee pursuant to subclause (ii) of Clause (a) of this Section, the
obligations of the Trustee under Section 13.02 and the last paragraph of
Section 4.03 shall survive. 


          SECTION
13.02 Application of Trust Money. Subject to the provisions of the last
paragraph of Section 4.03, all money deposited with the Trustee pursuant to Section
13.01 shall be held in trust and applied by it, in accordance with the
provisions of the Securities 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 the Trustee. 


ARTICLE 14


HOLDERS’ LISTS AND
REPORTS BY TRUSTEE AND COMPANY


          SECTION
14.01 Company to Furnish Trustee Names and Addresses of Holders. The
Company will furnish or cause to be furnished to the Trustee: 


          (a)
semi-annually, not later than 15 days after the Regular Record Date for each
series of Securities, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Securities as of such
Regular Record Date (unless the Trustee has such information), or if there is
no Regular Record Date for interest for such series of Securities,
semi-annually, upon such dates as are set forth in the Board Resolution or
indenture supplemental hereto authorizing such series, and 


34






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


          provided,
however, that so long as the Trustee is the Registrar, no such list shall be
required to be furnished.


          SECTION
14.02 Preservation of Information; Communications to Holders. 


          (a)
The Trustee shall preserve, in as current a form as is reasonably practicable,
the names and addresses of Holders contained in the most recent list furnished
to the Trustee as provided in Section 14.01 and the names and addresses of
Holders received by the Trustee in its capacity as the Registrar. The Trustee
may destroy any list furnished to it as provided in Section 14.01 upon receipt
of a new list so furnished. 


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


	
 

	
 


	
 

	
          (i)
  afford such applicants access to the information preserved at the time by the
  Trustee in accordance with Section 14.02(a); or 


	
 

	
 


	
 

	
          (ii)
  inform such applicants as to the approximate number of Holders whose names
  and addresses appear in the information preserved at the time by the Trustee
  in accordance with Section 14.02(a), and as to the approximate cost of
  mailing to such Holders the form of proxy or other communication, if any,
  specified in such application. 





          If
the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appears in the information preserved
at the time by the Trustee in accordance with Section 14.02(a) a copy of the
form of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion
of the Trustee, such mailing would be contrary to the best interest of the
Holders or would be in violation of applicable law. Such written statement
shall specify the basis of such opinion. If the Commission, after opportunity
for a hearing upon the objections specified in the written statement so filed,
shall enter an order refusing to sustain any of such objections or if, after
the entry of an order sustaining one or more of such objections, the Commission
shall find, after notice and opportunity for hearing, that all objections so
sustained have been met and shall enter an order so declaring, the Trustee
shall mail copies of such material to all such Holders with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.


          (c)
Every Holder of Securities, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any agent
of either of them shall be held accountable by reason of the disclosure of any
such information as to the names and addresses of the Holders in accordance
with Section 14.02(b), regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under Section 14.02(b).


          SECTION
14.03 Reports by the Trustee. 


          (a)
The Trustee shall transmit to Holders such reports concerning the Trustee and
its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto. If
required by Section 313(a) of the Trust Indenture Act, the Trustee shall,
within 60 days after each May 15th following the date of this Indenture
(commencing May 15, 2007) deliver to Holders a brief report, dated as of such
May 15th, which complies with the provisions of such Section 313(a). 


          (b)
A copy of each such report shall, at the time of such transmission to Holders,
be filed by the Trustee with each securities exchange upon which Securities of
any series are listed, with the Commission and with the


35






Company. The Company will promptly notify the Trustee
when any Securities are listed on any securities exchange and of any delisting
thereof. 


          SECTION
14.04 Reports by the Company. The Company shall file with the Trustee,
within 30 days after it files such annual and quarterly reports, information, documents and other
reports with the SEC, copies of its annual report and of the information, documents and other reports (or copies of such portions of any of the foregoing the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act; provided that any such annual and quarterly reports, information, documents and other reports and information filed with the SEC may be provided by the Company to the Trustee electronically. The Company shall comply with the other provisions of TIA Section 314(a). Delivery of
such information, documents and reports to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates). At any time when the Company is not
subject to Section 13 or 15(d) of the Exchange Act, upon request of Holders and
prospective purchasers of Securities thereof, the Company shall file with the
Trustee and the Commission, in accordance with rules and regulations prescribed
from time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13
of the Exchange Act in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such
rules and regulations. 


ARTICLE 15


MISCELLANEOUS
PROVISIONS


          SECTION
15.01 Incorporators, Stockholders, Officers and Directors of Company Exempt
from Individual Liability. No recourse under or upon any obligation,
covenant or agreement contained in this Indenture, or in any Security of any
series, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such or against any past, present or future stockholder,
officer or director, as such, of the Company or of any successor, either
directly or through the Company or any successor, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Securities of such
series by the holders thereof and as part of the consideration for the issue of
the Securities of such series. 


          SECTION
15.02 Provisions of Indenture for the Sole Benefit of Parties and Holders.
Except as set forth in Section 15.09, nothing in this Indenture or in the
Securities of any series, expressed or implied, shall give or be construed to
give to any person, firm or corporation, other than the parties hereto and
their successors and the holders of the Securities of such series, any legal or
equitable right, remedy or claim under this Indenture or under any covenant or
provision herein contained, all such covenants and provisions being for the
sole benefit of the parties hereto and their successors and of the holders of
the Securities. 


          SECTION
15.03 Successors and Assigns of Company Bound by Indenture. All the
covenants, stipulations, promises and agreements in this Indenture contained by
or in behalf of the Company shall bind their successors and assigns, whether so
expressed or not.


          SECTION
15.04 Notices to Holders. Where this Indenture provides for notice to
Holders, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder entitled thereto, at his last address as it appears in the Security
Register. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. The Trustee may waive notice to it of any provision herein, and
such waiver shall be deemed to be for its convenience and discretion. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver. 


          In
case, by reason of the suspension of or irregularities in regular mail service,
it shall be impracticable to mail notice to the Company and Securityholders
when such notice is required to be given pursuant to any provision of this
Indenture, then any manner of giving such notice as shall be satisfactory to
the Trustee shall be deemed to be a sufficient giving of such notice. 


          SECTION
15.05 Officers’ Certificates and Opinions of Counsel; Statements to Be
Contained Therein. Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officers’ Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel


36






stating that in the opinion of such counsel all such
conditions precedent have been complied with, except that in the case of any
such application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished. 


          Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture shall include (a) a statement that the person making such
certificate or opinion has read such covenant or condition, (b) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based, (c) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with. 


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


          Any
certificate, statement or opinion of an officer of the Company or of counsel
may be based, insofar as it relates to accounting matters, upon a certificate
or opinion of or representations by an accountant or firm of accountants in the
employ of the Company unless such officer or counsel knows that the certificate
or opinion or representations with respect to the accounting matters upon which
his certificate, statement or opinion may be based as aforesaid are erroneous,
or in the exercise of reasonable care should know that the same are erroneous. 


          Any
certificate or opinion of any independent firm of public accountants filed with
the Trustee shall contain a statement that such firm is independent within the
meaning of the Securities Act and the rules and regulations promulgated
thereunder. 


          SECTION
15.06 Payments Due on Saturdays, Sundays and Holidays. If the date of
maturity of interest on or principal of the Securities of a particular series
or the date fixed for redemption of any Security shall not be a Business Day,
then payment of interest or principal with respect to such Securities need not
be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the date of maturity or the date fixed
for redemption, and no interest shall accrue for the period after such date.


          SECTION
15.07 Conflict of Any Provision of Indenture with Trust Indenture Act.
If and to the extent that any provision of this Indenture limits, qualifies or
conflicts with another provision included in this Indenture by operation of
Sections 310 to 317, inclusive, of the Trust Indenture Act (an “incorporated
provision”), such incorporated provision shall control. 


          SECTION
15.08 New York Law to Govern. This Indenture and the Securities of any
series shall each be deemed to be a contract under the laws of the State of New
York, and for all purposes shall be construed in accordance with the laws of
said State. 


          SECTION
15.09 Third Party Beneficiaries. Holders of Securities of the Company
are third party beneficiaries of this Indenture, and any of them (or their
representative) shall have the right to enforce the provisions of this
Indenture that benefit such holders. 


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


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


37






          SECTION
15.12 Severability. If any provision hereof shall be held to be invalid,
illegal or unenforceable under applicable law, then the remaining provisions
hereof shall be construed as though such invalid, illegal or unenforceable
provision were not contained herein. 


          SECTION
15.13 Patriot Act Compliance. The parties hereto acknowledge that in
accordance with Section 326 of the USA Patriot Act the Trustee, like all
financial institutions, is required to obtain, verify, and record information
that identifies each person or legal entity that establishes a relationship or
opens account with Deutsche Bank Trust Company Americas. The parties to this
Indenture agree that they will provide the Trustee with such information as it
may request in order for the Trustee to satisfy the requirements of the USA
Patriot Act.


38






SIGNATURES


          IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed, all as of March 1,
2007.


	
 

	
 

	
 


	
 

	
HONEYWELL INTERNATIONAL INC., as Company


	
 

	
 

	
 


	
 

	
By: 

	
/s/  John J. Tus

	
 

	
 

	



	
 

	
 

	
Name: John J. Tus


	
 

	
 

	
Title:
  Vice President and Treasurer


	
 

	
 

	
 


	
 

	
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee


	
 

	
 

	
 


	
 

	
By:

	
 /s/  Wanda Camacho 

	
 

	
 

	



	
 

	
 

	
Name: Wanda Camacho

	
 

	
 

	
Title: Vice President 


	
 

	
 

	
 


	
 

	
By:

	
 /s/  Richard Buckwalter 

	
 

	
 

	



	
 

	
 

	
Name: Richard Buckwalter

	
 

	
 

	
Title: Vice President 





39