EX-4(a)






Exhibit 4(a)




 





EATON CORPORATION




TO




CHEMICAL BANK,




Trustee




 






Indenture




Dated as of April 1, 1994




 






Senior Debt Securities




 












 



 




EATON CORPORATION




Reconciliation and tie between Trust Indenture Act

of 1939 and Indenture, dated as of March 15, 1994




	 	 	 
	Trust Indenture	 	Indenture
	Act Section	 	Section
	§ 310(a)(1)
	 	607(a)
	(a)(2)
	 	607(a)
	(b)
	 	607(b), 608
	§ 312(c)
	 	701
	§ 314(a)
	 	703
	(a)(4)
	 	1004
	(c)(1)
	 	102
	(c)(2)
	 	102
	(e)
	 	102
	§ 315(b)
	 	601
	§ 316(a)(last sentence)
	 	101 (“Outstanding”)
	(a)(1)(A)
	 	502, 512
	(a)(1)(B)
	 	513
	(b)
	 	508
	(c)
	 	104(e)
	§ 317(a)(1)
	 	503
	(a)(2)
	 	504
	(b)
	 	1003
	§ 318(a)
	 	111








 




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












 



 




TABLE OF CONTENTS




ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION




	 	 	 	 	 
	SECTION 101. Definitions

	 	 	1	 
	SECTION 102. Compliance Certificates and Opinions

	 	 	13	 
	SECTION 103. Form of Documents Delivered to Trustee

	 	 	13	 
	SECTION 104. Acts of Holders

	 	 	14	 
	SECTION 105. Notices, Etc. to Trustee and Company

	 	 	16	 
	SECTION 106. Notice to Holders; Waiver

	 	 	16	 
	SECTION 107. Effect of Headings and Table of Contents

	 	 	17	 
	SECTION 108. Successors and Assigns

	 	 	17	 
	SECTION 109. Separability Clause

	 	 	17	 
	SECTION 110. Benefits of Indenture

	 	 	18	 
	SECTION 111. Governing Law

	 	 	18	 
	SECTION 112. Legal Holidays

	 	 	18	 
	 
	 	 	 	 
	ARTICLE TWO
	 	 	 	 
	 
	 	 	 	 
	SECURITY FORMS
	 	 	 	 
	 
	 	 	 	 
	SECTION 201. Forms Generally

	 	 	18	 
	SECTION 202. Form of Trustee’s Certificate of Authentication

	 	 	19	 
	SECTION 203. Securities Issuable in Global Form

	 	 	19	 
	 
	 	 	 	 
	ARTICLE THREE
	 	 	 	 
	 
	 	 	 	 
	THE SECURITIES
	 	 	 	 
	 
	 	 	 	 
	SECTION 301. Amount Unlimited; Issuable in Series

	 	 	20	 
	SECTION 302. Denominations

	 	 	24	 
	SECTION 303. Execution, Authentication, Delivery and Dating

	 	 	24	 
	SECTION 304. Temporary Securities

	 	 	27	 
	SECTION 305. Registration, Registration of Transfer and Exchange

	 	 	29	 
	SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities

	 	 	32	 












 




ii


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

	 	 	33	 
	SECTION 308. Optional Extension of Maturity

	 	 	36	 
	SECTION 309. Persons Deemed Owners

	 	 	37	 
	SECTION 310. Cancellation

	 	 	38	 
	SECTION 311. Computation of Interest

	 	 	38	 
	SECTION 312. Currency and Manner of Payments in Respect of Securities

	 	 	38	 
	SECTION 313. Appointment and Resignation of Successor Exchange Rate Agent

	 	 	42	 
	 
	ARTICLE FOUR
	 	 	 	 
	 
	 	 	 	 
	SATISFACTION AND DISCHARGE
	 	 	 	 
	 
	 	 	 	 
	SECTION 401. Satisfaction and Discharge of Indenture

	 	 	43	 
	SECTION 402. Application of Trust Money

	 	 	44	 
	 
	 	 	 	 
	ARTICLE FIVE
	 	 	 	 
	 
	 	 	 	 
	REMEDIES
	 	 	 	 
	 
	 	 	 	 
	SECTION 501. Events of Default

	 	 	45	 
	SECTION 502. Acceleration of Maturity; Rescission and Annulment

	 	 	46	 
	SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee

	 	 	47	 
	SECTION 504. Trustee May File Proofs of Claim

	 	 	48	 
	SECTION 505. Trustee May Enforce Claims Without Possession of Securities

	 	 	49	 
	SECTION 506. Application of Money Collected

	 	 	49	 
	SECTION 507. Limitation on Suits

	 	 	50	 
	SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest
	 	 	50	 
	SECTION 509. Restoration of Rights and Remedies

	 	 	51	 
	SECTION 510. Rights and Remedies Cumulative

	 	 	51	 
	SECTION 511. Delay or Omission Not Waiver

	 	 	51	 
	SECTION 512. Control by Holders

	 	 	51	 
	SECTION 513. Waiver of Past Defaults

	 	 	52	 
	SECTION 514. Waiver of Stay or Extension Laws

	 	 	52	 












 



iii


	 	 	 	 	 
	 
	 	 	 	 
	ARTICLE SIX
	 	 	 	 
	 
	 	 	 	 
	THE TRUSTEE
	 	 	 	 
	 
	 	 	 	 
	SECTION 601. Notice of Defaults

	 	 	52	 
	SECTION 602. Certain Rights of Trustee

	 	 	53	 
	SECTION 603. Trustee Not Responsible for Recitals or Issuance of Securities

	 	 	54	 
	SECTION 604. May Hold Securities

	 	 	54	 
	SECTION 605. Money Held in Trust

	 	 	54	 
	SECTION 606. Compensation and Reimbursement

	 	 	54	 
	SECTION 607. Corporate Trustee Required; Eligibility; Conflicting Interests

	 	 	55	 
	SECTION 608. Resignation and Removal; Appointment of Successor

	 	 	56	 
	SECTION 609. Acceptance of Appointment by Successor

	 	 	57	 
	SECTION 610. Merger, Conversion, Consolidation or Succession to Business

	 	 	58	 
	SECTION 611. Appointment of Authenticating Agent

	 	 	59	 
	 
	ARTICLE SEVEN
	 	 	 	 
	 
	 	 	 	 
	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	 	 
	 
	 	 	 	 
	SECTION 701. Disclosure of Names and Addresses of Holders

	 	 	60	 
	SECTION 702. Reports by Trustee

	 	 	61	 
	SECTION 703. Reports by Company

	 	 	61	 
	 
	 	 	 	 
	ARTICLE EIGHT
	 	 	 	 
	 
	 	 	 	 
	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	 	 	 	 
	 
	 	 	 	 
	SECTION 801. Company May Consolidate, Etc., Only on Certain Terms

	 	 	61	 
	SECTION 802. Successor Person Substituted

	 	 	62	 
	SECTION 803. Securities to Be Secured in Certain Events

	 	 	62	 
	SECTION 804. Opinion of Counsel to Trustee

	 	 	63	 
	 
	 	 	 	 












 




iv


	 	 	 	 	 
	 
	 	 	 	 
	ARTICLE NINE
	 	 	 	 
	 
	 	 	 	 
	SUPPLEMENTAL INDENTURES
	 	 	 	 
	 
	 	 	 	 
	SECTION 901. Supplemental Indentures Without Consent of Holders

	 	 	63	 
	SECTION 902. Supplemental Indentures with Consent of Holders

	 	 	65	 
	SECTION 903. Execution of Supplemental Indentures

	 	 	66	 
	SECTION 904. Effect of Supplemental Indentures

	 	 	66	 
	SECTION 905. Conformity with Trust Indenture Act

	 	 	66	 
	SECTION 906. Reference in Securities to Supplemental Indentures

	 	 	66	 
	SECTION 907. Notice of Supplemental Indentures

	 	 	66	 
	 
	 	 	 	 
	ARTICLE TEN
	 	 	 	 
	 
	 	 	 	 
	COVENANTS
	 	 	 	 
	 
	 	 	 	 
	SECTION 1001. Payment of Principal, Premium, if any, and Interest, if any

	 	 	67	 
	SECTION 1002. Maintenance of Office or Agency

	 	 	67	 
	SECTION 1003. Money for Securities Payments to Be Held in Trust

	 	 	68	 
	SECTION 1004. Statement as to Compliance

	 	 	70	 
	SECTION 1005. Additional Amounts

	 	 	70	 
	SECTION 1006. Payment of Taxes and Other Claims

	 	 	71	 
	SECTION 1007. Maintenance of Principal Properties

	 	 	71	 
	SECTION 1008. Corporate Existence

	 	 	71	 
	SECTION 1009. Limitation on Liens

	 	 	72	 
	SECTION 1010. Limitation on Sale and Leaseback Transactions

	 	 	74	 
	SECTION 1011. Waiver of Certain Covenants

	 	 	75	 
	 
	ARTICLE ELEVEN
	 	 	 	 
	 
	 	 	 	 
	REDEMPTION OF SECURITIES
	 	 	 	 
	 
	 	 	 	 
	SECTION 1101. Applicability of Article

	 	 	75	 
	SECTION 1102. Election to Redeem; Notice to Trustee

	 	 	75	 
	SECTION 1103. Selection by Trustee of Securities to Be Redeemed

	 	 	75	 
	SECTION 1104. Notice of Redemption

	 	 	76	 
	SECTION 1105. Deposit of Redemption Price

	 	 	77	 
	SECTION 1106. Securities Payable on Redemption Date

	 	 	77	 
	SECTION 1107. Securities Redeemed in Part

	 	 	78	 
	 
	 	 	 	 












 



v


	 	 	 	 	 
	ARTICLE TWELVE
	 	 	 	 
	 
	 	 	 	 
	SINKING FUNDS
	 	 	 	 
	 
	 	 	 	 
	SECTION 1201. Applicability of Article

	 	 	78	 
	SECTION 1202. Satisfaction of Sinking Fund Payments with Securities

	 	 	79	 
	SECTION 1203. Redemption of Securities for Sinking Fund

	 	 	79	 
	 
	 	 	 	 
	ARTICLE THIRTEEN
	 	 	 	 
	 
	 	 	 	 
	REPAYMENT AT OPTION OF HOLDERS
	 	 	 	 
	 
	 	 	 	 
	SECTION 1301. Applicability of Article

	 	 	80	 
	SECTION 1302. Repayment of Securities

	 	 	81	 
	SECTION 1303. Exercise of Option

	 	 	81	 
	SECTION 1304. When Securities Presented for Repayment Become Due and Payable

	 	 	81	 
	SECTION 1305. Securities Repaid in Part

	 	 	82	 
	 
	 	 	 	 
	ARTICLE FOURTEEN
	 	 	 	 
	 
	 	 	 	 
	DEFEASANCE AND COVENANT DEFEASANCE
	 	 	 	 
	 
	 	 	 	 
	SECTION 1401. Company’s Option to Effect Defeasance or Covenant Defeasance

	 	 	83	 
	SECTION 1402. Defeasance and Discharge

	 	 	83	 
	SECTION 1403. Covenant Defeasance

	 	 	83	 
	SECTION 1404. Conditions to Defeasance or Covenant Defeasance

	 	 	84	 
	SECTION 1405. Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions

	 	 	86	 
	 
	 	 	 	 
	ARTICLE FIFTEEN
	 	 	 	 
	 
	 	 	 	 
	MEETINGS OF HOLDERS OF SECURITIES
	 	 	 	 
	 
	 	 	 	 
	SECTION 1501. Purposes for Which Meetings May Be Called

	 	 	87	 
	SECTION 1502. Call, Notice and Place of Meetings

	 	 	87	 
	SECTION 1503. Persons Entitled to Vote at Meetings

	 	 	87	 
	SECTION 1504. Quorum; Action

	 	 	88	 












 




vi




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

	 	 	89	 
	SECTION 1506. Counting Votes and Recording Action of Meetings

	 	 	90	 
	 
	 	 	 	 
	ARTICLE SIXTEEN
	 	 	 	 
	 
	 	 	 	 
	IMMUNITY
OF INCORPORATORS, STOCKHOLDERS,

OFFICERS, DIRECTORS AND EMPLOYEES
	 	 	 	 
	 
	 	 	 	 
	SECTION 1601. Exemption from Individual Liability

	 	 	90	 











 



 


          INDENTURE, dated as of April 1, 1994 between EATON CORPORATION, a corporation duly organized
and existing under the laws of the State of Ohio (herein called the “Company”), having its
principal office at Eaton Center, 1111 Superior Avenue, Cleveland, Ohio, and CHEMICAL BANK, a
corporation duly organized and existing under the laws of the State of New York, Trustee (herein
called the “Trustee”).




RECITALS OF THE COMPANY




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




          This Indenture is subject to the provisions of the Trust Indenture Act that are required to be
part of this Indenture and shall, to the extent applicable, be governed by such provisions.




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




          NOW, THEREFORE, THIS INDENTURE WITNESSETH:




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




ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION




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





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




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












 



2


and the terms
“cash transaction” and “self-liquidating paper”, as used in TIA Section 311, shall have the
meanings assigned to them in the rules of the Commission adopted under the Trust Indenture
Act;




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




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



          Certain terms, used principally in Articles Three, Six and Fourteen are defined in those
Articles.




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




          “Additional Amounts” has the meaning specified in Section 1005.




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




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




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




          “Bearer Security” means any Security except a Registered Security.












 



3



          “Board of Directors” means either the Board of Directors of the Company or the Executive
Committee of such Board.




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




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




          “CEDEL S.A.” means Centrale de Livraison de Valeurs Mobiliéres, S.A., or its successor.





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




          “Common Depositary” has the meaning specified in Section 304.




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




          “Company Request” or “Company Order” means a written request or order signed in the name of
the Company by its Chairman, its President, any Vice President, its Treasurer or an Assistant
Treasurer, and delivered to the Trustee.




          “Consolidated Net Tangible Assets” means the total assets of the Company and its consolidated
subsidiaries, including the investment in (at equity) and the net amount of advances to and
accounts receivable from corporations which are not consolidated subsidiaries less the following:





     (1) current liabilities of the Company and its consolidated subsidiaries, including an
amount equal to indebtedness required to be redeemed by reason of any sinking fund payment
due in 12 months or less from the date as of which current liabilities are to be determined;











 



4




     (2) all other liabilities of the Company and its consolidated subsidiaries other than
Funded Debt, deferred income taxes and liabilities for employee post-retirement health plans
recognized in accordance with Statement of Financial Accounting Standards No. 106;




     (3) all depreciation and valuation reserves and all other reserves (except for reserves
for contingencies which have not been allocated to any particular purpose) of the Company
and its consolidated subsidiaries;




     (4) the book amount of all segregated intangible assets of the Company and its
consolidated subsidiaries, including, but without limitation, such items as goodwill,
trademarks, trade names, patents and unamortized debt discount and expense less unamortized
debt premium; and




     (5) appropriate adjustments on account of minority interests of other persons holding
stock in subsidiaries.



          Consolidated Net Tangible Assets shall be determined on a consolidated basis in accordance
with generally accepted accounting principles and as provided herein.




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





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




          “Corporate Trust Office” means the principal corporate trust office of the Trustee, at which
at any particular time its corporate trust business shall be administered, which office on the date
of execution of this Indenture is located at 450 West 33rd Street, New York, NY 10001, except that
with respect to presentation of Securities for payment or for registration of transfer or exchange,
such term shall mean the office or agency of the Trustee at which, at any particular time, its
corporate agency business shall be conducted.




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




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



          
 “Currency” means any currency or currencies, composite currency or composite currencies, or
currency unit or currency units, including, without limitation, the














 



5


ECU, issued by the government
of one or more countries or by any recognized confederation or association of such governments.




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




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




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




          “Dollar Equivalent of the Currency Unit” has the meaning specified in Section 312(g).




          “Dollar Equivalent of the Foreign Currency” has the meaning specified in Section 312(f).




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




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




          “Euroclear” means Morgan Guaranty Trust Company of New York, Brussels Office, or its successor
as operator of the Euroclear System.




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




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




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




          “Exchange Date” has the meaning specified in Section 304.




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



           “Exchange Rate Officer’s Certificate” means a tested telex, telecopier notice or a certificate
setting forth (i) the applicable Market Exchange Rate and (ii) the Dollar or Foreign Currency
amounts of principal (and premium, if any) and interest, if any (on an















 



6




aggregate basis and on the
basis of a Security having the lowest denomination principal amount determined in accordance with
Section 302 in the relevant Currency), payable with respect to a Security of any series on the
basis of such Market Exchange Rate, sent (in the case of a telex) or signed (in the case of a
certificate or telecopier notice) by the Treasurer, any Vice President or any Assistant Treasurer
of the Company.




          “Federal Bankruptcy Code” means the Bankruptcy Act of Title 11 of the United States Code, as
amended from time to time.




          “Foreign Currency” means any Currency other than Currency of the United States.




          “Funded Debt” means indebtedness for borrowed money owed or guaranteed by the Company or any
consolidated subsidiary, and any other indebtedness which under generally accepted accounting
principles would appear as debt on the balance sheet of such corporation, which matures by its
terms more than twelve months from the date as of which Funded Debt is to be determined or is
extendible or renewable at the option of the obligor to a date more than twelve months from the
date as of which Funded Debt is to be determined.




          “Government Obligations” means, unless otherwise specified with respect to any series of
Securities pursuant to Section 301, securities which are (i) direct obligations of the government
which issued the Currency in which the Securities of a particular series are payable or
(ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality
of the government which issued the Currency in which the Securities of such series are payable, the
payment of which is unconditionally guaranteed by such government, which, in either case, are full
faith and credit obligations of such government payable in such Currency and are not callable or
redeemable at the option of the issuer thereof and shall also include a depository receipt issued
by a bank or trust company as custodian with respect to any such Government Obligation or a
specific payment of interest on or principal of any such Government Obligation held by such
custodian for the account of the holder of a depository receipt; provided that (except as
required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from any amount
received by the custodian in respect of the Government Obligation or the specific payment of
interest or principal of the Government Obligation evidenced by such depository receipt.





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




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

















 



7


that, if at any time
more than one Person is acting as Trustee under this instrument, “Indenture” shall mean, with
respect to any one or more series of Securities for which such Person is Trustee, this instrument
as originally executed or as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of particular series of Securities for which such Person is Trustee established
as contemplated by Section 301, exclusive, however, of any provisions or terms which relate solely
to other series of Securities for which such Person is not Trustee, regardless of when such terms
or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or
more indentures supplemental hereto executed and delivered after such Person had become such
Trustee but to which such Person, as such Trustee, was not a party.




          “Indexed Security” means a Security for which the amount of principal (and premium, if any)
payable at maturity and/or interest, if any, will be determined with reference to an index, formula
or other method (which index, formula or method established as contemplated by Section 301 may be
based on one or more currencies, commodities, equity indices or other indices).




          “Industrial Development Bonds” means obligations issued by a State, a Commonwealth, a
Territory or a possession of the United States of America, or any political subdivision of any of
the foregoing, or the District of Columbia, the interest on which is excludable from gross income
of the holders thereof pursuant to the provisions of Section 103(a) of the Internal Revenue Code of
1986, as amended (or any similar provision of such Code), as in effect at the time of the issuance
of such obligations.




          “interest”, when used with respect to an Original Issue Discount Security which by its terms
bears interest only after Maturity, means interest payable after Maturity at the rate prescribed in
such Original Issue Discount Security.




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




          “Lien” means any pledge, mortgage, lien, charge, encumbrance or security interest.




          “Market Exchange Rate” means, unless otherwise specified with respect to any Securities
pursuant to Section 301, (i) for any conversion involving a currency unit on the one
hand and Dollars or any Foreign Currency on the other, the exchange rate between the relevant
currency unit and Dollars or such Foreign Currency calculated by the method specified pursuant to
Section 301 for the Securities of the relevant series, (ii) for any conversion of Dollars into any
Foreign Currency, the noon (New York City time) buying rate for such Foreign Currency for cable
transfers quoted in New York City as certified for customs purposes by the Federal Reserve Bank of
New York and (iii) for any conversion of one Foreign Currency into Dollars or another Foreign
Currency, the spot rate at noon local









 



8





time in the relevant market at which, in accordance with
normal banking procedures, the Dollars or Foreign Currency into which conversion is being made
could be purchased with the Foreign Currency from which conversion is being made from major banks
located in either New York City, London or any other principal market for Dollars or such purchased
Foreign Currency, in each case determined by the Exchange Rate Agent. Unless otherwise specified
with respect to any Securities pursuant to Section 301, in the event of the unavailability of any
of the exchange rates provided for in the foregoing clauses (i), (ii) and (iii) the Exchange Rate
Agent shall use, in its sole discretion and without liability on its part, such quotation of the
Federal Reserve Bank of New York as of the most recent available date, or quotations from one or
more major banks in New York City, London or other principal market for such Currency in question,
or such other quotations as the Exchange Rate Agent shall deem appropriate. Unless otherwise
specified by the Exchange Rate Agent, if there is more than one market for dealing in any Currency
by reason of foreign exchange regulations or otherwise, the market to be used in respect of such
Currency shall be that upon which a nonresident issuer of securities designated in such Currency
would purchase such Currency in order to make payments in respect of such securities.




          “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, notice of redemption, notice of
option to elect repayment or otherwise.




          “Officers’ Certificate” means a certificate signed by the Chairman, the President, a Vice
Chairman or a Vice President, and by the Controller or Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary or a Vice President of the Company, and delivered to the
Trustee.




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




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




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





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





     (ii) Securities, or portions thereof, for whose payment or redemption or repayment at
the option of the Holder money in the necessary amount has been 










 



9





theretofore
deposited with the Trustee or any Paying Agent (other than the
Company) in
trust or set aside and
segregated in trust by the Company (if the Company shall act as its own Paying Agent) for
the Holders of such Securities and any coupons appertaining thereto; provided that,
if such Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;




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




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


provided, however, that, in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or are present at a meeting of Holders for quorum
purposes, and for the purpose of making the calculations required by TIA Section 313, (i) the
principal amount of an Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such purpose shall be
equal to the amount of principal thereof that would be (or shall have been declared to be) due and
payable, at the time of such determination, upon a declaration of acceleration of the maturity
thereof pursuant to Section 502, (ii) the principal amount of any Security denominated in a
Foreign Currency that may be counted in making such determination or calculation and that shall be
deemed Outstanding for such purpose shall be equal to the Dollar equivalent, determined as of the
date such Security is originally issued by the Company as set forth in an Exchange Rate Officer’s
Certificate delivered to the Trustee, of the principal amount (or, in the case of an Original Issue
Discount Security, the Dollar equivalent as of such date of original issuance of the amount
determined as provided in clause (i) above), of such Security, (iii) the principal amount of any
Indexed Security that may be counted in making such determination or calculation and that shall be
deemed outstanding for such purpose shall be equal to the principal face amount of such Indexed
Security at original issuance, unless otherwise provided with respect to such Security pursuant to
Section 301, and (iv) Securities owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected in making such
calculation or in relying upon any such request, demand, authorization, direction, notice, consent
or waiver, only Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the 









 



10



satisfaction of the Trustee the pledgee’s right so to act with respect
to such Securities and that the pledgee is not the Company or any other obligor upon the Securities
or any Affiliate of the Company or of such other obligor.




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






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




          “Place of Payment” means, when used with respect to the Securities of or within any series,
the place or places where the principal of (and premium, if any) and interest, if any, on such
Securities are payable as specified as contemplated by Sections 301 and 1002.




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




          “Principal Property” means any manufacturing plant or warehouse, together with the land upon
which it is erected and fixtures comprising a part thereof, owned by the Company or any Restricted
Subsidiary and located in the United States, the gross book value (without deduction of any reserve
for depreciation) of which on the date as of which the determination is being made is an amount
which exceeds 1% of Consolidated Net Tangible Assets, other than any such manufacturing plant or
warehouse or any portion thereof or any such fixture (together with the land upon which it is
erected and fixtures comprising a part thereof) (i) which is financed by Industrial Development
Bonds or (ii) which, in the opinion of the Board of Directors, is not of material importance to the
total business conducted by the Company and its Subsidiaries, taken as a whole.




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




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











 



11


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




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




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




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




          “Responsible Officer”, when used with respect to the Trustee, means the chairman or any
vice-chairman of the board of directors, the chairman or any vice-chairman of the executive
committee of the board of directors, the chairman of the trust committee, the
president, any vice
president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any senior trust officer, any trust officer or assistant trust
officer, the controller or any assistant controller or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above-designated officers, and also
means, with respect to a particular corporate trust matter, any other officer to whom such matter
is referred because of his knowledge of and familiarity with the particular subject.




          “Restricted Subsidiary” means any subsidiary except (1) any subsidiary substantially all of
the assets of which are located, or substantially all of the business of which is carried on,
outside the United States of America, its territories and possessions and Canada, or any subsidiary
substantially all of the assets of which consist of stock or other securities of such a subsidiary,
(2) any subsidiary principally engaged in the business of financing notes and accounts receivable
and any subsidiary substantially all of the assets of which consist of the stock or other
securities of such a subsidiary or (3) any subsidiary acquired or organized after the date hereof;
provided, however, that the term “Restricted Subsidiary” shall mean also any
subsidiary which, subsequent to the date hereof, is designated by the Board of Directors as a
Restricted Subsidiary, if as a result of such designation no covenant or agreement in this
Indenture would be breached.




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










 



12



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




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




          “Stated Maturity”, when used with respect to any Security or any installment of principal
thereof or interest thereon, means the date specified in such Security 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, as such date may be extended pursuant to
the provisions of Section 308.




          “Subsidiary” means any corporation of which more than 50% of the outstanding stock having by
the terms thereof ordinary voting power to elect a majority of the board of directors of such
corporation (excluding, in the computation of such percentage, stock of any
class or classes of such corporation which has or might have voting power by reason of the
happening of any contingency) is at the time owned directly or indirectly by the Company, or by any
subsidiary, or by the Company and one or more subsidiaries.








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




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




          “United States” means, unless otherwise specified with respect to any Securities pursuant to
Section 301, the United States of America (including the states and the District of Columbia), its
territories, its possessions and other areas subject to its jurisdiction which includes Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.




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




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











 



13


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




          “Voting Stock” means stock of the class or classes having general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers or trustees of a
corporation (irrespective of whether or not at the time stock of any other class or classes shall
have or might have voting power by reason of the happening of any contingency).




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




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








          Every certificate or opinion with respect to compliance with a covenant or condition provided
for in this Indenture (other than pursuant to Section 1004) shall include:





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




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




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




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



          SECTION 103. Form of Documents Delivered to Trustee. In any case where several
matters are required to be certified by, or covered by an opinion of, any specified 











 



14


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




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




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




          SECTION 104. Acts of Holders. (a) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders
of the Outstanding Securities of all series or one or more series, as the case may be, may be
embodied in and evidenced by one or more instruments of substantially similar tenor
signed by such Holders in person or by agents duly appointed in writing. If Securities of a
series are issuable as Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken by Holders of such
series may, alternatively, be embodied in and evidenced by the record of Holders of Securities of
such
series voting in favor thereof, either in person or by proxies duly appointed in writing, at
any meeting of Holders of Securities of such series duly called and held in accordance with the
provisions of Article Fifteen, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when such instrument or
instruments or record or both are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments and any such record (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the
Holders signing such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or of the holding by
any Person of a Security, shall be sufficient for any purpose of this Indenture and conclusive in
favor of the Trustee and the Company, if made in the manner provided in this Section. The record
of any meeting of Holders of Securities shall be proved in the manner provided in Section 1506.












 



15

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




          (c) The principal amount and serial numbers of Registered Securities held by any Person, and
the date of holding the same, shall be proved by the Security Register.




          (d) The principal amount and serial numbers of Bearer Securities held by any Person, and the
date of holding the same, may be proved by the production of such Bearer Securities or by a
certificate executed, as depositary, by any trust company, bank, banker or other depositary,
wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory, showing
that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to
it, the Bearer Securities therein described; or such facts may be proved by the certificate or
affidavit of the Person holding such Bearer Securities, if such certificate or affidavit is deemed
by the Trustee to be satisfactory. The Trustee and the Company may assume that such ownership of
any Bearer Security continues until (1) another certificate or affidavit bearing a later date
issued in respect of the same Bearer Security is produced, or (2) such Bearer Security is produced
to the Trustee by some other Person, or (3) such Bearer Security is surrendered in exchange for a
Registered Security, or (4) such Bearer Security is no longer Outstanding. The principal amount
and serial numbers of Bearer Securities held by any Person, and the date of holding the same, may
also be proved in any other manner that the Trustee deems sufficient.




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











 



16




no such authorization, agreement or consent by the Holders on such
record date shall be deemed effective unless it shall become effective pursuant to the provisions
of this Indenture not later than eleven months after the record date.




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




          SECTION 105. Notices, Etc. to Trustee and Company. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other documents provided or
permitted by this Indenture to be made upon, given or furnished to, or filed with,





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




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



          SECTION 106. Notice to Holders; Waiver. Where this Indenture provides for notice of
any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each such Holder affected by such event, at his address as it
appears in the Security Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to Holders of Registered
Securities is given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect
to other Holders of Registered Securities or the sufficiency of any notice to Holders of Bearer
Securities given as provided. Any notice mailed to a Holder in the manner herein prescribed shall
be
conclusively deemed to have been received by such Holder, whether or not such Holder actually
receives such notice.




          In case, by reason of the suspension of or irregularities in regular mail service or by reason
of any other cause, it shall be impractical to mail notice of any event to Holders of Registered
Securities when such notice is required to be given pursuant to any provision of 












 



17




this Indenture,
then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be
sufficient giving of such notice for every purpose hereunder.




          Except as otherwise expressly provided herein or otherwise specified with respect to any
Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer
Securities of any event, such notice shall be sufficiently given to Holders of Bearer Securities if
published in an Authorized Newspaper in the City of New York and in such other city or cities as
may be specified in such Securities on a Business Day at least twice, the first such publication to
be not earlier than the earliest date, and not later than the latest date, prescribed for the
giving of such notice. Any such notice shall be deemed to have been given on the date of the first
such publication.




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




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




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




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




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




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












 



18



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




          SECTION 111. Governing Law. This Indenture and the Securities and coupons shall be
governed by and construed in accordance with the law of the State of New York. This Indenture is
subject to the provisions of the Trust Indenture Act that are required to be part of this Indenture
and shall, to the extent applicable, be governed by such provisions.




          SECTION 112. Legal Holidays. In any case where any Interest Payment Date, Redemption
Date, sinking fund payment date or Stated Maturity or Maturity of any Security shall not be a
Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture
or of any Security or coupon other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu of this Section), payment of principal
(and premium, if any) or interest, if any, need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment with the same force
and effect as if made on the Interest Payment Date or Redemption Date or sinking fund payment date,
or at the Stated Maturity or Maturity; provided that no interest shall accrue for the
period from and after such Interest Payment Date, Redemption Date, sinking fund payment date,
Stated Maturity or Maturity, as the case may be.




ARTICLE TWO




SECURITY FORMS




          SECTION 201. Forms Generally. The Registered Securities, if any, of each series and
the Bearer Securities, if any, of each series and related coupons 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 market or any law or regulation or as may,
consistently herewith, be determined by the officers executing such Securities or coupons, as
evidenced by their execution of the Securities or coupons. If the forms of Securities or coupons
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 Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities or coupons. Any portion of the text of 










 



19


any Security may be set forth on the
reverse thereof, with an appropriate reference thereto on the face of the Security.




          Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall
have interest coupons attached.



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




          The definitive Securities and coupons 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 or coupons.




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




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




	 	 	 	 	 
	 	CHEMICAL BANK, as Trustee

 	 
	 	By  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



          SECTION 203. Securities Issuable in Global Form. If Securities of or within a series
are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding
clause (8) of Section 301, any such Security shall represent such of the Outstanding Securities of
such series as shall be specified therein and may provide that it shall represent the aggregate
amount of Outstanding Securities of such series from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities of such series represented thereby may from time to time
be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to
reflect the amount, or any increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Trustee in such manner and upon instructions given by such
Person or Persons as shall be specified therein or in the Company Order to be delivered to the
Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if
applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global
form in the manner and upon instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or Section 304 has been, or
simultaneously is, delivered, any instructions by the Company with respect to 










 



20


endorsement or
delivery or redelivery of a Security in global form shall be in writing but need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel.




          The provisions of the last sentence of Section 303 shall apply to any Security represented by
a Security in global form if such Security was never issued and sold by the
Company and the Company delivers to the Trustee the Security in global form together with
written instructions (which need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence of Section 303.







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




          Notwithstanding the provisions of Section 309 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the
Holder of such principal amount of Outstanding Securities represented by a permanent global
Security (i) in the case of a permanent global Security in registered form, the Holder of such
permanent global Security in registered form, or (ii) in the case of a permanent global Security in
bearer form, Euroclear or CEDEL.




ARTICLE THREE




THE SECURITIES




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




          The Securities may be issued at any time and from time to time in one or more series. There
shall be established in one or more Board Resolutions or pursuant to authority granted by one or
more Board Resolutions and, subject to Section 303, set forth in, or determined in the manner
provided in, an Officers’ Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series, any or all of the following, as
applicable (each of which (except for the matters set forth in clauses (1), (2) and (17) below), if
so provided, may be determined from time to time by the Company with respect to unissued Securities
of the series and set forth in such Securities of the series when issued from time to time):






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











 



21

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




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




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




     (5) the place or places, if any, other than or in addition to the Borough of Manhattan,
the City of New York, where the principal of (and premium, if any) and interest, if any, on
Securities of the series shall be payable, any Registered Securities of the series may be
surrendered for registration of transfer, Securities of the series may be surrendered for
exchange and, if different than the location specified in Section 106, the place or places
where notices or demands to or upon the Company in respect of the Securities of the series
and this Indenture may be served;




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




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




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











 



22


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




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




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




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




     (13) whether the principal of (and premium, if any) and interest, if any, on the
Securities of the series are to be payable, at the election of the Company or a Holder
thereof, in a Currency other than that in which such Securities are denominated or stated
to
be payable, the period or periods within which (including the Election Date), and the terms
and conditions upon which, such election may be made, and the time and manner of determining
the exchange rate between the Currency in which such Securities are denominated or stated to
be payable and the Currency in which such Securities are to be so payable, in each case in
accordance with, in addition to or in lieu of any of the provisions of Section 312;




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




     (15) any provisions in modification of, in addition to or in lieu of the provisions of
Article Fourteen that shall be applicable to the Securities of the series;




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




     (17) any deletions from, modifications of or additions to the Events of Default or
covenants of the Company with respect to Securities of the series, whether or not such
Events of Default or covenants (including deletions from, modifications of or additions to
Section 1011) are consistent with the Events of Default or covenants set forth herein;











 



23


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




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




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






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




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




     (23) whether and under what circumstances and the Currency in which the Company will
pay Additional Amounts as contemplated by Section 1005 on the Securities of the series to
any Holder who is not a United States person (including any modification to the definition
of such term) in respect of any tax, assessment or governmental charge and, if so, whether
the Company will have the option to redeem 










 



24



such Securities rather than pay such Additional
Amounts (and the terms of any such option); and




     (24) any other terms, conditions, rights and preferences (or limitations on such rights
and preferences) relating to the series (which terms shall not be inconsistent with the
requirements of the Trust Indenture Act or the provisions of this Indenture).



          All Securities of any one series and the coupons, if any, appertaining to any Bearer
Securities of such series shall be substantially identical except, in the case of Registered
Securities, as to denomination and except as may otherwise be provided in or pursuant to such Board
Resolution (subject to Section 303) and set forth in such Officers’ Certificate or in any such
indenture supplemental hereto. Not all Securities of any one series need be issued at the same
time, and, unless otherwise provided, a series may be reopened for issuances of additional
Securities of such series.




          If any of the terms of the series are established by action taken pursuant to one or more
Board Resolutions, such Board Resolutions shall be delivered to the Trustee at or prior to the
delivery of the Officers’ Certificate setting forth the terms of the series.




          SECTION 302. Denominations. All Securities shall be issuable in such denominations as
shall be specified as contemplated by Section 301. With respect to Securities of any series
denominated in Dollars, in the absence of any such provisions, the Registered Securities of such
series, other than Registered Securities issued in global form (which may be of any denomination),
shall be issuable in denominations of $1,000 and any integral multiple thereof and the Bearer
Securities of such series, other than the Bearer Securities issued in global form (which may be of
any denomination), shall be issuable in a denomination of $5,000.




          SECTION 303. Execution, Authentication, Delivery and Dating. The Securities and any
coupons appertaining thereto shall be executed on behalf of the Company by its Chairman, its
President or a Vice President, under its corporate seal reproduced thereon attested by its
Secretary or an Assistant Secretary. The signature of any of these officers on the Securities or
coupons may be the manual or facsimile signatures of the present or any future such authorized
officer and may be imprinted or otherwise reproduced on the Securities.









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












 



25



          At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series together with any coupons appertaining thereto,
executed by the Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that, in
connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to
any location in the United States; and provided further that, unless otherwise
specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may
be delivered in connection with its original issuance only if the Person entitled to receive such
Bearer Security shall have furnished a certificate in the form set forth in Exhibit A-1 to this
Indenture, dated no earlier than 15 days prior to the earlier of the date on which such Bearer
Security is delivered and the date on which any temporary Security first becomes exchangeable for
such Bearer Security in accordance with the terms of such temporary Security and this Indenture.
If any Security shall be represented by a permanent global Bearer Security, then, for purposes of
this Section and Section 304, the notation of a beneficial owner’s interest therein upon original
issuance of such Security or upon exchange of a portion of a temporary global Security shall be
deemed to be delivery in connection with its original issuance of such beneficial owner’s interest
in such permanent global Security. Except as permitted by Section 306, the Trustee shall not
authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then
matured have been detached and cancelled. If not all the Securities of any series are to be issued
at one time and if the Board Resolution or supplemental indenture establishing such series shall so
permit, such Company Order may set forth procedures reasonably acceptable to the Trustee for the
issuance of such Securities and determining terms of particular Securities of such series such as,
but not limited to, interest rate, Stated Maturity, date of issuance and date from which interest
shall accrue.




          In authenticating such Securities, and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to
TIA Section 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel
stating:





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




     (b) in the case of an underwritten offering of the Securities, that the terms of such
Securities and any coupons have been duly authorized and established in conformity with the
provisions of this Indenture;




     (c) in the case of an offering of the Securities that is not underwritten, certain
terms of the Securities and any coupons have been established pursuant to a Board
Resolution, an Officers’ Certificate or an indenture supplemental hereto in accordance
with
this Indenture, and when such other terms as are to be established pursuant to procedures
set forth in a Company Order shall have been established, all 











 



26


such terms will have been duly
authorized by the Company and will have been established in conformity with the provisions
of this Indenture;




     (d) that such Securities, together with any coupons appertaining thereto, when
completed by appropriate insertions and executed and delivered by the Company to the Trustee
for authentication in accordance with this Indenture, authenticated and delivered by the
Trustee in accordance with this Indenture and issued by the Company in the manner and
subject to any conditions specified in such Opinion of Counsel, will be duly issued under
this Indenture and will constitute the legal, valid and binding obligations of the Company,
enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency,
reorganization and other similar laws of general applicability relating to or affecting the
enforcement of creditors’ rights, to general equitable principles and to such other
qualifications as such counsel shall conclude do not materially affect the rights of Holders
of such Securities and any coupons;




     (e) that all laws and requirements in respect of the execution and delivery by the
Company of such Securities, any coupons and of the supplemental indentures, if any, have
been complied with and that authentication and delivery of such Securities and any coupons
and the execution and delivery of the supplemental indenture, if any, by the Trustee will
not violate the terms of the Indenture;




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




     (g) that the issuance of such Securities and any coupons will not contravene the
articles of incorporation or regulations of the Company or result in any violation of any of
the terms or provisions of any law or regulation or of any indenture, mortgage or other
agreement known to such Counsel by which the Company is bound.



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




          The Trustee shall not be required to authenticate and deliver any such Securities if the
issuance of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties
or immunities under the Securities and this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee.











 



27

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








          No Security or coupon shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein, executed by the Trustee by manual signature, and
such certificate upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to the benefits of
this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 310 together with a written
statement (which need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the Company, for all purposes
of this Indenture such Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.




          SECTION 304. Temporary Securities. Pending the preparation of definitive Securities
of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form
with one or more coupons or without coupons, and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities. In the case of Securities of any series, such
temporary Securities may be in global form.




          Except in the case of temporary Securities in global form (which shall be exchanged in
accordance with the provisions of the following paragraphs), if temporary Securities of any series
are issued, the Company will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of such series, upon
surrender of the temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Securities of any series (accompanied by any unmatured coupons
appertaining thereto) the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a like principal amount of definitive Securities of the same series and tenor of
authorized denominations; provided, however, that no definitive Bearer Security
shall be delivered in exchange for a temporary Registered Security; and provided
further that a definitive Bearer Security shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth in Section 303. Until
so exchanged the temporary Securities of any series shall in 











 



28


all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series.



          If temporary Securities of any series are issued in global form, any such temporary global
Security shall, unless otherwise provided therein, be delivered to the London office of a
depositary or common depositary (the “Common Depositary”), for the benefit of Euroclear and CEDEL
S.A., for credit to the respective accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).







          Without unnecessary delay but in any event not later than the date specified in, or determined
pursuant to the terms of, any such temporary global Security (the “Exchange Date”), the Company
shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the
principal amount of such temporary global Security, executed by the Company. On or after the
Exchange Date such temporary global Security shall be surrendered by the Common Depositary to the
Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in
part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in
exchange for each portion of such temporary global Security, an equal aggregate principal amount of
definitive Securities of the same series of authorized denominations and of like tenor as the
portion of such temporary global Security to be exchanged. The definitive Securities to be
delivered in exchange for any such temporary global Security shall be in bearer form, registered
form, permanent global bearer form or permanent global registered form, or any combination thereof,
as specified as contemplated by Section 301, and, if any combination thereof is so specified, as
requested by the beneficial owner thereof; provided, however, that, unless
otherwise specified in such temporary global Security, upon such presentation by the Common
Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date
or a subsequent date and signed by Euroclear as to the portion of such temporary global Security
held for its account then to be exchanged and a certificate dated the Exchange Date or a subsequent
date and signed by CEDEL S.A. as to the portion of such temporary global Security held for its
account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture (or in
such other form as may be established pursuant to Section 301); and provided
further that definitive Bearer Securities shall be delivered in exchange for a portion of a
temporary global Security only in compliance with the requirements of Section 303.




          Unless otherwise specified in such temporary global Security, the interest of a beneficial
owner of Securities of a series in a temporary global Security shall be exchanged for definitive
Securities of the same series and of like tenor following the Exchange Date when the account holder
instructs Euroclear or CEDEL S.A., as the case may be, to request such exchange on his behalf and
delivers to Euroclear or CEDEL S.A., as the case may be, a certificate in the form set forth in
Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to
Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate
shall be available from the offices of Euroclear and CEDEL S.A., the Trustee, any Authenticating
Agent appointed for such series of 













 



29


Securities and each Paying Agent. Unless otherwise specified in
such temporary global Security, any such exchange shall be made free of charge to the beneficial
owners of such temporary global Security, except that a Person receiving definitive Securities must
bear the cost of insurance, postage, transportation and the like in the event that such Person does
not take delivery of such definitive Securities in person at the offices
of Euroclear or CEDEL S.A. Definitive Securities in bearer form to be delivered in exchange
for any portion of a temporary global Security shall be delivered only outside the United States.




          Until exchanged in full as hereinabove provided, the temporary Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as definitive Securities of
the same series and of like tenor authenticated and delivered hereunder, except that, unless
otherwise specified as contemplated by Section 301, interest payable on a temporary global Security
on an Interest Payment Date for Securities of such series occurring prior to the applicable
Exchange Date shall be payable to Euroclear and CEDEL S.A. on such Interest
Payment Date upon
delivery by Euroclear and CEDEL S.A. to the Trustee of a certificate or certificates in the form
set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to
Section 301), for credit without further interest thereon on or after such Interest Payment Date to
the respective accounts of the Persons who are the beneficial owners of such temporary global
Security on such Interest Payment Date and who have each delivered to Euroclear or CEDEL S.A., as
the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date
occurring prior to such Exchange Date in the form set forth in Exhibit A-1 to this Indenture (or in
such other form as may be established pursuant to Section 301). Notwithstanding anything to the
contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the
certification requirements of the preceding two paragraphs of this Section and of the third
paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial
owners of the temporary global Security with respect to which such certification was made will be
exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or
the date of certification if such date occurs after the Exchange Date, without further act or deed
by such beneficial owners. Except as otherwise provided in this paragraph, no payments of
principal (and premium, if any) or interest, if any, owing with respect to a beneficial interest in
a temporary global Security will be made unless and until such interest in such temporary global
Security shall have been exchanged for an interest in a definitive Security. Any interest so
received by Euroclear and CEDEL S.A. and not paid as herein provided shall be returned to the
Trustee immediately prior to the expiration of two years after such Interest Payment Date in order
to be repaid to the Company in accordance with Section 1003.




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









 



30



Registered Securities. The Security
Register shall be in written form or any other form capable of being converted into written form
within a reasonable time. At all reasonable times, the Security Register shall be open to
inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the
“Security Registrar”) for the purpose of registering Registered Securities and transfers of
Registered Securities as herein provided.




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




          At the option of the Holder, Registered Securities of any series may be exchanged for other
Registered Securities of the same series and tenor, of any authorized denominations and of a like
aggregate principal amount, upon surrender of the Registered Securities to be exchanged at such
office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the
Holder making the exchange is entitled to receive. Unless
otherwise specified with respect to any
series of Securities as contemplated by Section 301, Bearer Securities may not be issued in
exchange for Registered Securities.




          If (but only if) expressly permitted in or pursuant to the applicable Board Resolution and
(subject to Section 303) set forth in the applicable Officers’ Certificate, or in any indenture
supplemental hereto, delivered as contemplated by Section 301, at the option of the Holder, Bearer
Securities of any series may be exchanged for Registered Securities of the same series of any
authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the
Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all
matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to
produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such
permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons,
or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if
there is furnished to them such security or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying
Agent any such missing coupon in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment; provided, however, that,
except as otherwise provided in Section 1002, interest represented by coupons shall be payable only
upon presentation and surrender of those coupons at an office or agency located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at
any such office or agency in a permitted exchange for a Registered Security of the same series and
like tenor after the close of business at such office or agency on (i) any Regular Record Date and
before the opening of business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and










 



31



before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date or proposed date for payment, as the case
may be, and interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in respect of the
Registered Security issued in exchange for such Bearer Security, but will be payable only to the
Holder of such coupon when due in accordance with the provisions of this Indenture.




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




          Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301,
any permanent global Security shall be exchangeable only as provided in this paragraph. If any
beneficial owner of an interest in a permanent global Security is entitled to exchange such
interest for Securities of such series and of like tenor and principal amount of another authorized
form and denomination, as specified as contemplated by Section 301 and provided that any applicable
notice provided in the permanent global Security shall have been given, then without unnecessary
delay but in any event not later than the earliest date on which such interest may be so exchanged,
the Company shall deliver to the Trustee definitive Securities in aggregate principal amount equal
to the principal amount of such beneficial owner’s interest in
such permanent global Security,
executed by the Company. On or after the earliest date on which such interests may be so
exchanged, such permanent global Security shall be surrendered by the Common Depositary or such
other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as
the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for
definitive Securities without charge, and the Trustee shall authenticate and deliver in accordance
with instructions from the applicable depositary (including instructions as to the registration of
Registered Securities), in exchange for each portion of such permanent global Security, an equal
aggregate principal amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such permanent global Security to be exchanged which, unless
the Securities of the series are not issuable both as Bearer Securities and as Registered
Securities, as specified as contemplated by Section 301, shall be in the form of Bearer Securities
or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner
thereof; provided, however, that no such exchanges may occur during a period
beginning at the opening of business 15 days before any selection of Securities to be redeemed and
ending on the relevant Redemption Date, if the Security for which exchange is requested may be
among those selected for redemption; and provided further that no Bearer Security
delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise
delivered to any location in the United States. If a Registered Security is issued in exchange for
any portion of a permanent global Security after the close of business at the office or agency
where such exchange occurs on (i) any Regular Record Date and before the opening of business at
such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and
before the opening of business at 









 



32


such office or agency on the related proposed date for payment of
Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in respect of such
Registered Security, but will be payable on such Interest Payment Date or proposed date for
payment, as the case may be, only to the Person to whom interest in respect of such portion of such
permanent global Security is payable in accordance with the provisions of this Indenture.




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




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




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






          The Company shall not be required (i) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15 days before the
day of the selection for redemption of Securities of that series under Section 1103 or 1203 and
ending at the close of business on (A) if Securities of the series are issuable only as Registered
Securities, the day of the mailing of the relevant notice of redemption and (B) if Securities of
the series are issuable as Bearer Securities, the day of the first publication of the relevant
notice of redemption or, if Securities of the series are also issuable as Registered Securities and
there is no publication, the mailing of the relevant notice of redemption, or (ii) to register the
transfer of or exchange any Registered Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part, or (iii) to exchange any
Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for
a Registered Security of that series and like tenor; provided that such Registered Security
shall be simultaneously surrendered for redemption, or (iv) to issue, register the transfer of or
exchange any Security which has been surrendered for repayment at the option of the Holder, except
the portion, if any, of such Security not to be so repaid.




          SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated
Security or a Security with a mutilated coupon appertaining to it is surrendered to the Trustee,
the Company shall execute and the Trustee shall authenticate and deliver in 









 



33


exchange therefor a new
Security of the same series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to
the surrendered Security, or, in case any such mutilated Security or coupon has become or is about
to become due and payable, the Company in its discretion may, instead of issuing a new Security,
with coupons corresponding to the coupons, if any, appertaining to the surrendered Security, pay
such Security or coupon.




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




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







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




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




          SECTION 307. Payment of Interest; Interest Rights Preserved; Optional Interest Reset.
(a) Unless otherwise provided as contemplated by Section 301 with respect 











 



34

to any series of
Securities, interest on any Registered Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose name such Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest at the office or agency of the Company maintained for such purpose
pursuant to Section 1002; provided, however, that each installment of interest on
any Registered Security may at the Company’s option be paid by (i) mailing a check for such
interest, payable to or upon the written order of the Person entitled thereto pursuant to
Section 309, to the address of such Person as it appears on the Security Register or (ii) transfer
to an account maintained by the payee located inside the United States.




          Unless otherwise provided as contemplated by Section 301 with respect to the Securities of any
series, payment of interest may be made, in the case of a Bearer Security, by transfer to an
account maintained by the payee with a bank located outside the United States.




          Unless otherwise provided as contemplated by Section 301, every permanent global Security will
provide that interest payable on any Interest Payment Date will be paid to each of Euroclear and
CEDEL, S.A. with respect to that portion of such permanent global Security held for its account by
the Common Depositary, for the purpose of permitting each of Euroclear and CEDEL, S.A. to credit
the interest received by it in respect of such permanent global Security to the accounts of the
beneficial owners thereof.




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





     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each Registered Security of such series and the date of the
proposed payment, and at the
same time the Company shall deposit with the Trustee an amount of money in the Currency in
which the Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series and except, if applicable, as provided in
Sections 312(b), 312(d) and 312(e)) equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee
for such deposit on or prior to the date of the proposed payment, such money when deposited
to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in
this clause provided. Thereupon the Trustee shall fix a Special Record 









 




35


Date for the payment
of such Defaulted Interest which shall be not more than 15 days and not less than 10 days
prior to the date of the proposed payment and not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor to be mailed, first-class postage prepaid, to each Holder of Registered
Securities of such series at his address as it appears in the Security Register, not less
than 10 days prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose name the Registered Securities of
such series (or their respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to the
following clause (2).




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



          (b) The provisions of this Section 307(b) may be made applicable to any series of Securities
pursuant to Section 301 (with such modifications, additions, deletions or substitutions as may be
specified pursuant to such Section 301). The interest rate (or the spread or spread multiplier,
index, formula or method used to calculate such interest rate, if applicable) on any Security of
such series may be reset by the Company on the date or dates specified on the face of such Security
(each an “Optional Reset Date”). The Company may exercise such option with respect to such
Security by notifying the Trustee of such exercise at least 50 but not more than 60 days prior to
an Optional Reset Date for such Note. Not later than 40 days prior to each
Optional Reset Date, the Trustee shall transmit, in the manner provided for in Section 106, to
the Holder of any such Security a notice (the “Reset Notice”) indicating whether the Company has
elected to reset the interest rate (or the spread or spread multiplier, index, formula or method
used to calculate such interest rate, if applicable), and if so (i) such new interest rate (or such
new spread or spread multiplier, index, formula or method if applicable) and (ii) the provisions,
if any, for redemption during the period from such Optional Reset Date to the next Optional Reset
Date or if there is no such next Optional Reset Date, to the Stated Maturity Date of such Security
(each such period a “Subsequent Interest Period”), including the date or dates on which or the
period or periods during which and the price or prices at which such redemption may occur during
the Subsequent Interest Period.







          Notwithstanding the foregoing, not later than 20 days prior to the Optional Reset Date, the
Company may, at its option, revoke the interest rate (or the spread or spread 










 



36



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




          The Holder of any such Security will, if so provided pursuant to Section 301, have the option
to elect repayment by the Company of the principal of such Security on each Optional Reset Date at
a price equal to the principal amount thereof plus interest, if any, accrued to such Optional
Reset Date. In order to obtain repayment on an Optional Reset Date, the Holder must follow the
procedures set forth in Article Thirteen for repayment at the option of Holders except that the
period for delivery or notification to the Trustee shall be at least 25 but not more than 35 days
prior to such Optional Reset Date and except that, if the Holder has tendered any Security for
repayment pursuant to the Reset Notice, the Holder may, by written notice to the Trustee, revoke
such tender or repayment until the close of business on the tenth day before such Optional Reset
Date.




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




          SECTION 308. Optional Extension of Maturity. The provisions of this Section 308 may
be made applicable to any series of Securities pursuant to Section 301 (with such modifications,
additions or substitutions as may be specified pursuant to such Section 301). The Stated Maturity
of any Security of such series may be extended at the option of the
Company for the period or periods specified on the face of such Security (each an “Extension
Period”) up to but not beyond the date (the “Final Maturity”) set forth on the face of such
Security. The Company may exercise such option with respect to any Security by notifying the
Trustee of such exercise at least 50 but not more than 60 days prior to the Stated Maturity of such
Security in effect prior to the exercise of such option (the “Original Stated Maturity”). If the
Company exercises such option, the Trustee shall transmit, in the manner provided for in
Section 106, to the Holder of such Security not later than 40 days prior to the Original Stated
Maturity a notice (the “Extension Notice”) indicating (i) the election of the Company to extend the
Maturity, (ii) the new Stated Maturity, (iii) the interest 










 



37


rate, if any, applicable to the
Extension Period and (iv) the provisions, if any, for redemption during such Extension Period.
Upon the Trustee’s transmittal of the Extension Notice, the Stated Maturity of such Security
shall
be extended automatically and, except as modified by the Extension Notice and as described in the
next paragraph, such Security will have the same terms as prior to the transmittal of such
Extension Notice.




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




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




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




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




          None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or 










 



38

payments made on account
of beneficial ownership interests of a Security in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.




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




          SECTION 310. Cancellation. All Securities and coupons surrendered for payment,
redemption, repayment at the option of the Holder, registration of transfer or exchange or for
credit against any current or future sinking fund payment shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee. All Securities and coupons so delivered to the
Trustee shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder which the Company may
have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which
the Company has not issued and sold, and all Securities so delivered, shall be promptly cancelled
by the Trustee. If the Company shall so acquire any of the Securities, however, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness represented by such
Securities unless and until the same are surrendered to the Trustee for cancellation. No
Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture. Unless by Company Order
the Company directs the return of any cancelled Securities to it, all cancelled Securities shall be
disposed of by the Trustee in accordance with its customary procedures and the Trustee shall
deliver its certificate of such disposition to the Company.




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




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









 



39

payable. The
provisions of this Section 312 may be modified or superseded with respect to any Securities
pursuant to Section 301.




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




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










 



40


otherwise specified pursuant to
Section 301, the Dollar or Foreign Currency amount receivable by Holders of Registered Securities
who have elected payment in a Currency as provided in paragraph (b) above shall be determined by
the Company on the basis of the applicable Market Exchange Rate in effect on the third Business Day
(the “Valuation Date”) immediately preceding
each payment date, and such determination shall be conclusive and binding for all purposes,
absent manifest error.




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




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




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




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




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












 



41



     A “Component Currency” shall mean any Currency which, on the Conversion Date, was a
component currency of the relevant currency unit, including, but not limited to, the ECU.




     A “Specified Amount” of a Component Currency shall mean the number of units of such
Component Currency or fractions thereof which were represented in the relevant currency
unit, including, but not limited to, the ECU, on the Conversion Date. If after the
Conversion Date the official unit of any Component Currency is altered by way of
combination or subdivision, the Specified Amount of such Component Currency shall be
divided or multiplied in the same proportion. If after the Conversion Date two or more
Component Currencies are consolidated into a single Currency, the respective Specified
Amounts of such Component Currencies shall be replaced by an amount in such single Currency
equal to the sum of the respective Specified Amounts of such consolidated Component
Currencies expressed in such single Currency, and such amount shall thereafter be a
Specified Amount and such single Currency shall thereafter be a Component Currency. If
after the Conversion Date any Component Currency shall be divided into two or more
Currencies, the Specified Amount of such Component Currency shall be replaced by amounts of
such two or more Currencies, having an aggregate Dollar Equivalent value at the Market
Exchange Rate on the date of such replacement equal to the Dollar Equivalent of the
Specified Amount of such former Component Currency at
the Market Exchange Rate immediately
before such division and such amounts shall thereafter be Specified Amounts and such
currencies shall thereafter be Component Currencies. If, after the Conversion Date of the
relevant currency unit, including, but not limited to, the ECU, a Conversion Event (other
than any event referred to above in this definition of “Specified Amount”) occurs with
respect to any Component Currency of such currency unit and is continuing on the applicable
Valuation Date, the Specified Amount of such Component Currency shall, for purposes of
calculating the Dollar Equivalent of the currency unit, be converted into Dollars at the
Market Exchange Rate in effect on the Conversion Date of such Component Currency.




     “Election Date” shall mean the date for any series of Registered Securities as
specified pursuant to clause (13) of Section 301 by which the written election referred to
in paragraph (b) above may be made.



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











 



42



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




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




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




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




          (c) If the Exchange Rate Agent shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of the Exchange Rate Agent for any cause, with respect to the
Securities of one or more series, the Company, by or pursuant to a Board Resolution, shall promptly
appoint a successor Exchange Rate Agent or Exchange 









 



43


Rate Agents with respect to the Securities of
that or those series (it being understood that any such successor Exchange Rate Agent may be
appointed with respect to the Securities of one or more or all of such series and that, unless
otherwise specified pursuant to Section 301, at any time there shall only be one Exchange Rate
Agent with respect to the Securities of any particular series that are originally issued by the
Company on the same date and that are initially denominated and/or payable in the same Currency).




ARTICLE FOUR




SATISFACTION AND DISCHARGE




          SECTION 401. Satisfaction and Discharge of Indenture. This Indenture shall upon
Company Request cease to be of further effect with respect to any series of Securities specified in
such Company Request (except as to any surviving rights of registration of transfer or exchange of
Securities of such series expressly provided for herein or pursuant hereto and the
obligation of the Company to pay any Additional Amounts as contemplated by Section 1005) and
the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series when




          (1) either





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




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




     (i) have become due and payable, or




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











 



44


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




and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to
be deposited with the Trustee as trust funds in trust for such purpose an amount, in
the Currency or Currencies 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;




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




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



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




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











 



45


ARTICLE FIVE




REMEDIES




          SECTION 501. Events of Default. “Event of Default”, wherever used herein with respect
to Securities of any series for which there are Securities Outstanding, means any of the following
events which shall have occurred (unless the Event of Default is either inapplicable to a
particular series or is specifically deleted or modified in the supplemental indenture under which
such series of Securities is issued or in the form of Security for such series):





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




     (2) default in the payment of the principal of (and premium, if any, on) any Security
of such series as and when the same shall become due and payable either at Maturity, upon
redemption, by declaration or otherwise; or




     (3) default in the making or satisfaction of any sinking fund payment or analogous
obligation when the same becomes due by the terms of the Securities of such series, and
continuance of such default for a period of 30 days; or




     (4) failure on the part of the Company duly to observe or perform in any material
respect any other of the covenants or agreements on the part of the Company in the
Outstanding Securities of such series or in this Indenture contained for a period of 60 days
after the date on which notice of such failure, requiring the same to be remedied, shall
have been given to the Company by the Trustee, or to the Company and the Trustee by the
Holders of at least 25% in principal amount of the Outstanding Securities of such series; or




     (5) a decree or order by a court having jurisdiction in the premises shall have been
entered for relief in respect to the Company in an involuntary case under the Federal
Bankruptcy Code, as now constituted or hereafter amended, or adjudging the Company a
bankrupt or insolvent, or approving as properly filed a petition seeking reorganization of
the Company under the Federal Bankruptcy Code or any other similar applicable Federal or
State law, and such decree or order shall have continued undischarged, undismissed or
unstayed for a period of 90 consecutive days; or a decree or order of a court having
jurisdiction in the premises for the appointment of a receiver, liquidator, trustee,
assignee, custodian or sequestrator (or similar official) in bankruptcy or insolvency of the
Company or any substantial part of its property, or for the winding up or liquidation of its
affairs, shall have been entered, and such decree or order shall have remained in force
undischarged, undismissed and unstayed for a period of 90 consecutive days; or











 



46



     (6) the Company shall institute proceedings to be adjudicated a voluntary bankrupt, or
shall consent to the filing of a bankruptcy or insolvency proceeding against it, or shall
have filed a petition or answer or consent seeking reorganization under the Federal
Bankruptcy Code, as now constituted or hereof amended, or any other similar applicable
Federal or State law, or shall consent to the filing of any such petition or to the entry of
any order for relief in an involuntary case under any such law, or shall consent to the
appointment of or taking possessions by a receiver, liquidator, trustee, assignee, custodian
or sequestrator (or other similar official) in bankruptcy or insolvency of the Company or of
any substantial part of its property, or shall make an assignment for the benefit of
creditors, or shall admit in writing its inability to pay its debts generally as they become
due and its willingness to be adjudged bankrupt; or




     (7) any other Event of Default provided in the supplemental indenture under which such
series of Securities is issued or in the form of Security for such series.



          No Event of Default with respect to a particular series of Securities issued under this
Indenture necessarily constitutes an Event of Default with respect to any other series of
Securities issued hereunder.




          SECTION 502. Acceleration of Maturity; Rescission and Annulment. If an Event of
Default with respect to Securities of any series at the time Outstanding occurs and is continuing,
then in every such case the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series (or, in the case of an Event of Default specified in
clauses (5), (6) or (7) of Section 501, the Holders of not less than 25% in principal amount of the
Outstanding Securities) may declare the principal amount (or, if the Securities of that series are
Original Issue Discount Securities or Indexed Securities, such portion of the principal amount as
may be specified in the terms of that series) of all of the Securities of that series (or of all
series, as the case may be) to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration such principal
amount (or specified portion thereof) shall become immediately due and payable.




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





     (1) the Company has paid or deposited with the Trustee a sum sufficient to pay in the
Currency in which the Securities of such series are payable (except as 









 



47


otherwise specified
pursuant to Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)),




     (A) all overdue interest, if any, on all Outstanding Securities of that series
(or of all series, as the case may be) and all related coupons, if any,




     (B) all unpaid principal of (and premium, if any, on) any Outstanding
Securities of that series (or of all series, as the case may be) which has become
due otherwise than by such declaration of acceleration, and interest on such unpaid
principal at the rate or rates prescribed therefor in such Securities,




     (C) interest, if any, upon overdue interest, if any, at the rate or rates
prescribed therefor in such Securities, and




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




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



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




          In case the Trustee or Holders shall have proceeded to enforce any right under this Indenture
and such proceedings shall have been discontinued or abandoned because of such rescission or
annulment or for any other reason or shall have been determined adversely to the Trustee or such
Holders, then in every such case the Company, the Trustee and the Holders of the Securities shall
be restored respectively to their former positions and rights hereunder, and all rights, remedies
and powers of the Company and the Trustee shall continue as though no such proceedings had been
taken.




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





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











 







48


     (2) default is made in the payment of the principal of (or premium, if any, on) any
Security at the Maturity thereof, or upon redemption or upon declaration or otherwise,


then the Company will, upon demand of the Trustee, pay to the Trustee for the benefit of the
Holders of such Securities and coupons, if any, the whole amount then due and payable on such
Securities and coupons, if any, for principal (and premium, if any) and/or interest, and interest,
if any, on any overdue principal (and premium, if any) and on any overdue interest, if any, at the
rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount
as shall be sufficient to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and
any
expenses, advances or liabilities incurred by the Trustee hereunder other than through its
negligence or bad faith.




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




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




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





     (i) to file and prove a claim for the whole amount of principal (and premium, if any),
or such portion of the principal amount of any series of Original Issue Discount Securities
or Indexed Securities as may be specified in the terms of such series, and interest, if any,
owing and unpaid in respect of the Securities and to 



















 



49


file such other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and of the Holders allowed in such judicial proceeding, and




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


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, 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 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 606.






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



          SECTION 505. Trustee May Enforce Claims Without Possession of Securities. All rights
of action and claims under this Indenture or the Securities or coupons, if any, may be prosecuted
and enforced by the Trustee without the possession of any of the Securities or coupons or the
production thereof in any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities and coupons in respect of which such judgment has been recovered.




          SECTION 506. Application of Money Collected. Any money collected by the Trustee
pursuant to this Article shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal (or premium, if any)
or interest, if any, upon presentation of the Securities or coupons, if any, or both, as the case
may be, and the notation thereon of the payment if only partially paid and upon surrender thereof
if fully paid:




          First: To the payment of all amounts due the Trustee under Section 606;





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









 



50



on such
Securities and coupons, if any, for principal (and premium, if any) and interest, if any,
respectively; and




     Third: The balance, if any, to the Person or Persons entitled thereto.



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





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




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




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





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




     (5) no direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of not less than a majority in principal amount of
the Outstanding Securities of that series;


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




          SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and
Interest. Notwithstanding any other provision in this Indenture, the Holder of any Security
shall have the right, which is absolute and unconditional, to receive payment, as provided herein
(including, if applicable, Article Fourteen) and in such Security, of the principal of (and
premium, if any) and (subject to Section 307) interest, if any, on, such Security or payment of
such coupon, if any, on the respective due dates expressed in such Security or coupon, if any (or,
in the case of redemption, on the Redemption Date) and to









 



51


 institute suit for the enforcement of any
such payment, and such rights shall not be impaired without the consent of such Holder.




          SECTION 509. Restoration of Rights and Remedies. If the Trustee or any Holder has
instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding
has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee
or to such Holder, then and in every such case, subject to any determination in such proceeding,
the Company, the Trustee and the Holders of Securities and coupons 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 had been instituted.




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




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




          SECTION 512. Control by Holders. With respect to the Securities of any series, the
Holders of not less than a majority in principal amount of the Outstanding Securities of such
series shall have the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee,
with respect to the Securities of such series, provided that





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




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











 



52


     (3) the Trustee need not take any action which might involve it in personal liability
or be unjustly prejudicial to the Holders of Securities of such series not consenting.



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





     (1) in respect of the payment of the principal of (or premium, if any) or interest, if
any, on any Security or any related coupon, or




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



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




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






ARTICLE SIX




THE TRUSTEE




          SECTION 601. Notice of Defaults. Within 90 days after the occurrence of any default
hereunder with respect to the Securities of any series, the Trustee shall transmit in the manner
and to the extent provided in TIA Section 313(c), notice of such default hereunder known to the
Trustee, unless such default shall have been cured or waived; provided, however,
that, except in the case of a default in the payment of the principal of (or premium, if any) or
interest, if any, on any Security of such series or in the payment of any sinking 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 











 



53

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 and any related
coupons; and provided further that, in the case of any default or breach of the
character specified in Section 501(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of
this Section, the term “default” means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.




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





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




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




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




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




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




     (6) the Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or
other paper or document, but the Trustee, in its discretion, may make









 



54


such further inquiry
or investigation into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney;




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




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



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




          SECTION 603. Trustee Not Responsible for Recitals or Issuance of Securities. The
recitals contained herein and in the Securities, except for the Trustee’s certificates of
authentication, and in any coupons shall be taken as the statements of the Company, and the Trustee
or any Authenticating Agent assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities or
coupons, except that the Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Securities and perform its obligations hereunder and that the
statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true
and accurate, subject to the qualifications set forth therein. The Trustee or any Authenticating
Agent shall not be accountable for the use or application by the Company of Securities or the
proceeds thereof.




          SECTION 604. May Hold Securities. The Trustee, any Authenticating Agent, any Paying
Agent, any Security Registrar or any other agent of the Company or of the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities and coupons and,
subject to TIA Sections 310(b) and 311, may otherwise deal with the Company with the
same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.




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




          SECTION 606. Compensation and Reimbursement. The Company agrees:












 



55


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




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




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



          The obligations of the Company under this Section to compensate the Trustee, to pay or
reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless
the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture. As security for the performance of such obligations of the
Company, the Trustee shall have a claim prior to the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the payment of principal of (and
premium, if any) or interest, if any, on particular Securities or any coupons.




          SECTION 607. Corporate Trustee Required; Eligibility; Conflicting Interests. (a)
There shall at all times be a Trustee hereunder which shall be eligible to act as Trustee under TIA
Section 310(a)(1) and (5) and shall have a combined capital and surplus of at least 5 million
Dollars. If such corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of Federal, State, Territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.




          (b) The following indentures shall be deemed to be specifically described herein for the
purposes of clause (i) of the first proviso contained in TIA Section 310(b):
Indenture dated as of August 15, 1986 between the Company and the Trustee and Indenture dated
as of February 1, 1991 among Eaton ETN Offshore Ltd., the Company and the Trustee.











 



56



          SECTION 608. Resignation and Removal; Appointment of Successor. (a) No resignation
or removal of the Trustee and no appointment of a successor Trustee pursuant to this
Article shall
become effective until the acceptance of appointment by the successor Trustee in accordance with
the applicable requirements of Section 609.




          (b) The Trustee may resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 609 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series.




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




          (d) If at any time:





     (1) the Trustee shall fail to comply with the provisions of TIA Section 310(b) after
written request therefor by the Company or by any Holder who has been a bona fide Holder of
a Security for at least six months, or




     (2) the Trustee shall cease to be eligible under Section 607 and shall fail to resign
after written request therefor by the Company or by any Holder who has been a bona fide
Holder of a Security for at least six months, or




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


then, in any such case, (i) the Company, by a Board Resolution, may remove the Trustee with respect
to all Securities, or (ii) subject to TIA Section 315(e), any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the Trustee with respect
to all Securities and the appointment of a successor Trustee or Trustees.




          (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the Securities of one or more
series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of such series and
that at any time there shall be only one Trustee with respect to the Securities of any particular
series). If, within one year after such 








 



57



resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment become the successor Trustee
with respect to the Securities of such series and to that extent supersede the successor Trustee
appointed by the Company. If no successor Trustee with respect to the Securities of any
series
shall have been so appointed by the Company or the Holders and accepted appointment in the manner
hereinafter provided, any Holder who has been a bona fide Holder of a Security of such series for
at least six months may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities
of such series.




          (f) 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 to the Holders of Securities of such series in the manner provided for
in Section 106. Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.




          SECTION 609. Acceptance of Appointment by Successor. (a) In case of the appointment
hereunder of a successor Trustee with respect to all Securities, every such successor Trustee 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, trusts and duties 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 









 



58


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 Trustee 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. Whenever there is a successor Trustee with respect to one or
more (but less than all) series of securities issued pursuant to this Indenture, the terms
“Indenture” and “Securities” shall have the meanings specified in the provisos to the respective
definitions of those terms in Section 101 which contemplate such situation.




          (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
rights, powers, trusts and duties referred to in paragraph (a) or (b) of this Section, as the case
may be.




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




          SECTION 610. Merger, Conversion, Consolidation or Succession to Business. Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation
shall be otherwise qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto. In case any Securities
shall have been authenticated, but not delivered, by the Trustee then in office, any successor by
merger, conversion or consolidation to such authenticating Trustee may adopt such authentication
and deliver the Securities so authenticated with the same effect as if such successor Trustee had
itself authenticated such Securities; and in case at that time any of the Securities shall not have
been authenticated, any successor 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
certificates shall have the full force which it is anywhere in the Securities or in this Indenture
provided that the certificate of the Trustee shall have; provided, however, that
the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate
Securities in the 









 



59

name of any predecessor Trustee shall apply only to its successor or successors
by merger, conversion or consolidation.




          SECTION 611. Appointment of Authenticating Agent. At any time when any of the
Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series and the Trustee shall give written notice of such
appointment to all Holders of Securities of the series with respect to which such Authenticating
Agent will serve, in the manner provided for in Section 106. Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument
in writing signed by a Responsible Officer of the Trustee, and a copy
of such instrument shall be promptly furnished to the Company. Wherever reference is made in
this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall
be
acceptable to the Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of
not less than 5 million Dollars and subject to supervision or examination by Federal or State
authority. If such corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of said supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any
time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect specified in this Section.




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




          An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in 









 



60


accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give
written notice of such appointment to all Holders of Securities of the series with respect to which
such Authenticating Agent will serve, in the manner provided for in Section 106. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section.




          The Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section, and the Trustee shall be entitled to be
reimbursed for such payments, subject to the provisions of Section 606.




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




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






	 	 	 	 	 
	 	CHEMICAL BANK, as Trustee

 	 
	 	By  	 	 
	 	 	as Authenticating Agent 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By  	
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



ARTICLE SEVEN




HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




          SECTION 701. Disclosure of Names and Addresses of Holders. Every Holder of Securities
or coupons, by receiving and holding the same, agrees with the Company and the Trustee that neither
the Company nor the Trustee nor any 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 TIA Section 312, regardless of the source from which such information was derived, and that
the Trustee shall not be held accountable by reason of mailing any material pursuant to a request
made under TIA Section 312(b).











 



61

          SECTION 702. Reports by Trustee. Within 60 days after May 15 of each year commencing
with the first May 15 after the first issuance of Securities pursuant to this Indenture, the
Trustee shall transmit to the Holders of Securities, in the manner and to the extent provided in
TIA Section 313(c), a brief report dated as of such May 15 if required by TIA Section 313(a).




          SECTION 703. Reports by Company. The Company shall:






     (1) file with the Trustee, within 15 days after the Company is required to file the
same with the Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) which the Company may be required to file
with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934, as amended, or, if the Company is not required to file information, documents or
reports pursuant to either of such Sections, then it shall file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents and reports which
may be required pursuant to Section 13 of the Securities Exchange Act of 1934, as amended,
in respect of a security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations;




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





     (3) transmit to all Holders, in the manner and to the extent provided in TIA
Section 313(c), within 30 days after the filing thereof with the Trustee, such summaries of
any information, documents and reports required to be filed by the Company pursuant to
paragraphs (1) and (2) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission.



ARTICLE EIGHT




CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE




          SECTION 801. Company May Consolidate, Etc., Only on Certain Terms. The Company shall
not consolidate with or merge into any other corporation and no other corporation shall consolidate
with or merge into the Company, and the Company shall not









 



62

convey, transfer or lease its properties
and assets substantially as an entirety to any Person, unless:





     (1) the corporation formed by such consolidation or merger (if other than the Company)
or the Person which acquires by conveyance or transfer, or which leases, the properties and
assets of the Company substantially as an entirety shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the
Trustee, the Company’s obligation for the due and punctual payment of the principal of (and
premium, if any) and interest, if any, on all the Securities and the performance of every
covenant of this Indenture on the part of the Company to be performed or observed and, if a
corporation, shall be a corporation organized and existing under the laws of the United
States of America, any State thereof or the District of Columbia;




     (2) 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




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



          SECTION 802. Successor Person Substituted. Upon any consolidation by the Company with
or merger by the Company into any other corporation or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance with Section 801,
the successor corporation formed by such consolidation or into which the Company is merged or the
successor Person to which such conveyance, transfer or lease is made
shall succeed to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor had been named as the
Company herein, and in the event of any such conveyance or transfer, the Company (which term shall
for this purpose mean the Person named as the “Company” in the first paragraph of this Indenture or
any successor corporation which shall theretofore become such in the manner described in
Section 801), except in the case of a lease, shall be discharged of all obligations and covenants
under this Indenture and the Securities and the coupons and may be dissolved and liquidated.




          SECTION 803. Securities to Be Secured in Certain Events. If, upon any such
consolidation of the Company with or merger of the Company into any other corporation, or upon any
conveyance, lease or transfer of the property of the Company as an entirety or substantially as an
entirety to any other Person, any property or assets of the Company or of any Restricted Subsidiary
would thereupon become subject to any Lien, then unless such Lien could be created pursuant to
Section 1009 without equally and ratably 









 




63

securing the Securities, the Company, prior to or
simultaneously with such consolidation, merger, conveyance, lease or transfer, will, as to such
property or assets, secure the Securities Outstanding hereunder (together with, if the Company
shall so determine, any other Debt of the Company now existing or hereafter created which is not
subordinate to the Securities) equally and ratably with (or prior to) the Debt which upon such
consolidation, merger, conveyance, lease or transfer is to become secured as to such property or
assets by such Lien, or will cause such Securities to be so secured; provided that, for the
purpose of providing such equal and ratable security, the principal amount of Original Issue
Discount Securities and Indexed Securities shall mean that amount which would at the time of making
such effective provision be due and payable pursuant to Section 502 and the terms of such Original
Issue Discount Securities and Indexed Securities upon a declaration of acceleration of the Maturity
thereof, and the extent of such equal and ratable security shall be adjusted, to the extent
permitted by law, as and when said amount changes over time pursuant to the terms of such Original
Issue Discount Securities and Indexed Securities.




          SECTION 804. Opinion of Counsel to Trustee. The Trustee, subject to the provisions of
Section 602, may receive an Opinion of Counsel, prepared in accordance with Section 102, as
conclusive evidence that any such consolidation, merger, sale or conveyance, and any such
assumption, and any such liquidation or dissolution, complies with the applicable provisions of
this Indenture.




ARTICLE NINE




SUPPLEMENTAL INDENTURES




          SECTION 901. Supplemental Indentures Without Consent of Holders. Without the consent
of any Holders, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee,
at any time and from time to time, may enter into one or more indentures supplemental hereto, in
form satisfactory to the Trustee, for any of the following purposes:





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




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




     (3) to add any additional Events of Default (and if such Events of Default are to be
for the benefit of less than all series of Securities, stating that such Events of Default
are being included solely for the benefit of such series); or











 



64


     (4) to add to or change any of the provisions of this Indenture to provide that Bearer
Securities may be registrable as to principal, to change or eliminate any restrictions on
the payment of principal of or any premium or interest on Bearer Securities, to permit
Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer
Securities to be issued in exchange for Bearer Securities of other authorized denominations
or to permit or facilitate the issuance of Securities in uncertificated form;
provided that any such action shall not adversely affect the interests of the
Holders of Securities of any series or any related coupons in any material respect; or




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




     (6) to secure the Securities pursuant to the requirements of Section 803 or 1009 or
otherwise; or




     (7) to establish the form or terms of Securities of any series as permitted by
Sections 201 and 301; or




     (8) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or change any of
the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 609(b); or




     (9) to close this Indenture with respect to the authentication and delivery of
additional series of Securities, to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other provision herein, or to make any
other provisions with respect to matters or questions arising under this Indenture;
provided such action shall not adversely affect the interests of the Holders of
Securities of any particular series and any related coupons, if any, in any material
respect; or




     (10) to supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of Securities
pursuant to Sections 401, 1402 and 1403; provided that any such action shall
not adversely affect the interests of the Holders of Securities of such series and any
related coupons or any other series of Securities in any material respect.











 



65


          SECTION 902. Supplemental Indentures with Consent of Holders. With the consent of the
Holders of not less than a majority in principal amount of all Outstanding Securities of any
series, by Act of said Holders delivered to the Company and the Trustee, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture which affect such series of
Securities or of modifying in any manner the rights of the Holders of Securities of such series
under this Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Security of such series,





     (1) change the Stated Maturity of the principal of, or any installment of interest on,
any Security of such series, or reduce the principal amount thereof or the rate of interest,
if any, thereon or any premium payable upon the redemption thereof, or change any
obligation of the Company to pay Additional Amounts contemplated by Section 1005 (except as
contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the amount of the
principal of an Original Issue Discount Security or Indexed Security of such series that
would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant
to Section 502 or the amount thereof provable in bankruptcy pursuant to Section 504, or
adversely affect any right of repayment at the option of any Holder of any Security of such
series, or change any Place of Payment where, or the Currency in which, any Security of such
series or any premium or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in
the case of redemption or repayment at the option of the Holder, on or after the Redemption
Date or Repayment Date, as the case may be), or




     (2) reduce the percentage in principal amount of the Outstanding Securities of any
series, the consent of whose Holders is required for any such supplemental indenture, or
the consent of whose Holders is required for any waiver of compliance with certain
provisions of this Indenture which affect such series or certain defaults applicable to such
series hereunder and their consequences provided for in this Indenture, or reduce the
requirements of Section 1504 for quorum or voting with respect to Securities of such series,
or




     (3) modify any of the provisions of this Section, Section 513 or Section 1011, except
to increase any such percentage or to provide that certain other provisions of this
Indenture which affect such series cannot be modified or waived without the consent of the
Holder of each Outstanding Security of such series.



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









 



66


the rights under this
Indenture of the Holders of Securities of any other series. Any such
supplemental indenture adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture, or modifying in any manner the rights of the Holders of
Securities of such series, shall not affect the rights under this Indenture of the Holders of
Securities of any other series.




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




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




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




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




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




          SECTION 907. Notice of Supplemental Indentures. Promptly after the execution by the
Company and the Trustee of any supplemental indenture pursuant to the provisions of Section 902,
the Company shall give notice thereof to the Holders of each Outstanding Security so affected,
pursuant to Section 106, setting forth in general terms the substance of such supplemental
indenture.











 



67

ARTICLE TEN




COVENANTS




          SECTION 1001. Payment of Principal, Premium, if any, and Interest, if any. The
Company covenants and agrees for the benefit of each series of Securities that it will duly
and punctually pay the principal of (and premium, if any) and interest, if any, on the
Securities of that series in accordance with the terms of the Securities, any coupons appertaining
thereto and
this Indenture. Unless otherwise specified as contemplated by Section 301 with respect
to any series of Securities, any interest due on Bearer Securities on or before Maturity shall be
payable only upon presentation and surrender of the several coupons for such interest installments
as are evidenced thereby as they severally mature.




          SECTION 1002. Maintenance of Office or Agency. If the Securities of a series are
issuable only as Registered Securities, the Company will maintain in each Place of Payment for any
series of Securities an office or agency where Securities of that series may be presented or
surrendered for payment, where Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served.




          If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in
the City of New York, an office or agency where any Registered Securities of that series may be
presented or surrendered for payment, where any Registered Securities of that series may be
surrendered for registration of transfer, where Securities of that series may be surrendered for
exchange, where notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be served and where Bearer Securities of that series and related
coupons may be presented or surrendered for payment in the circumstances described in the following
paragraph (and not otherwise); (B) subject to any laws or regulations applicable thereto, in a
Place of Payment for that series which is located outside the United States, an office or agency
where Securities of that series and related coupons may be presented and surrendered for payment;
provided, however, that, if the Securities of that series are listed on any stock
exchange located outside the United States and such stock exchange shall so require, the Company
will maintain a Paying Agent for the Securities of that series in any required city located outside
the United States so long as the Securities of that series are listed on such exchange, and
(C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series
located outside the United States an office or agency where any Registered Securities of that
series may be surrendered for registration of transfer, where Securities of that series may be
surrendered for exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of 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, 









 



68


except that Bearer
Securities of that series and the related coupons may be presented and surrendered for payment at
the offices specified in the Security, in London, England, and the Company hereby appoints the same
as its agent to receive such respective presentations, surrenders, notices and demands.




          Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment
of principal, premium or interest on Bearer Securities shall be made at any office or agency of the
Company in the United States or by check mailed to any address in the United States or by transfer
to an account maintained with a bank located in the United States; provided,
however, that, if the Securities of a series are payable in Dollars, payment of principal
of and any
premium and interest on any Bearer Security shall be made at the office of the Company’s
Paying Agent in the city of New York, if (but only if) payment in Dollars of the full amount of
such principal (or premium , if any) or interest if any as the case may be, at all offices or
agencies outside the United States maintained for the purpose by the Company in accordance with
this Indenture is illegal or effectively precluded by exchange controls or other similar
restrictions.




          The Company may 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. Unless otherwise specified with respect to any Securities as contemplated by Section 301
with respect to a series of Securities, the Company hereby designates as a Place of Payment for
each series of Securities the office or agency of the Company in the Borough of Manhattan, the City
of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in
such city and as its agent to receive all such presentations, surrenders, notices and demands.




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




          SECTION 1003. Money for Securities Payments to Be Held in Trust. If the Company shall
at any time act as its own Paying Agent with respect to any series of Securities and any related
coupons, it will, on or before each due date of the principal of (and premium, if any) or interest,
if any, on any of the Securities of that series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum in the Currency in which the Securities of such series are payable
(except as otherwise specified pursuant to
















 



69


Section 301 for the Securities of such series and
except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the
principal (and premium, if any) or interest, if any, so becoming due until such sums shall be paid
to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of
its action or failure so to act.




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




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





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




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




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



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




          Except as provided in the Securities of any series, any money deposited with the Trustee or
any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and
premium, if any) or interest, if any, on any Security of any series and remaining unclaimed for two
years after such principal (and premium, if any) or interest, if 









 




70


any, has become due and payable
shall be paid to the Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such Paying
Agent, before being required to make any such repayment, may at the expense of the Company cause to
be published once, in an Authorized Newspaper, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid to the Company.




          SECTION 1004. Statement as to Compliance. The Company will deliver to the Trustee,
within 120 days after the end of each fiscal year, a brief certificate from the principal executive
officer, principal financial officer or principal accounting officer as to his or her knowledge of
the Company’s compliance with all conditions and covenants under this Indenture. For purposes of
this Section 1004, such compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.




          SECTION 1005. Additional Amounts. If any Securities of a series provide for the
payment of additional amounts to any Holder who is not a United States person in respect of
any
tax, assessment or governmental charge (“Additional Amounts”), the Company will pay to the Holder
of any Security of such series or any coupon appertaining thereto such Additional Amounts as may be
specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any
context, the payment of the principal of (or premium, if any) or interest, if any, on, or in
respect of, any Security of a series or payment of any related coupon or the net proceeds received
on the sale or exchange of any security of a series, such mention shall be deemed to include
mention of the payment of Additional Amounts provided for by the terms of such series established
pursuant to Section 301 to the extent that, in such context, Additional Amounts are, were or would
be payable in respect thereof pursuant to such terms and express mention of the payment of
Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not made.




          Except as otherwise specified as contemplated by Section 301, if the Securities of a series
provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment
Date with respect to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal and any premium is made),
and at least 10 days prior to each date of payment of principal (and premium, if any) and interest,
if any, if there has been any change with respect to the matters set forth in the below-mentioned
Officers’ Certificate, the Company will furnish the Trustee and the Company’s principal Paying
Agent or Paying Agents, if other than the Trustee, with an Officers’ Certificate instructing the
Trustee and such Paying Agent or Paying Agents whether such payment of principal of (and premium,
if any) or interest, if any, on the Securities of that series shall be made to Holders of
Securities of that series or 










 



71


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




          SECTION 1006. Payment of Taxes and Other Claims. The Company will pay or discharge or
cause to be paid or discharged, before the same shall become delinquent, (1) all material taxes,
assessments and governmental charges levied or imposed upon the Company or
any Restricted Subsidiary or upon the income, profits or property of the Company or any
Restricted Subsidiary, and (2) all material lawful claims for labor, materials and supplies which,
if unpaid, might by law become a Lien upon any Principal Property of the Company or any Restricted
Subsidiary; provided, however, that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate proceedings.




          SECTION 1007. Maintenance of Principal Properties. The Company will cause all
Principal Properties to be maintained and kept in good condition, repair and working order and
supplied with all necessary equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of the Company may be
necessary so that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in this
Section shall prevent or restrict the sale, abandonment or other disposition of any of such
Principal Properties if such action is, in the judgment of the Company, desirable in the conduct of
the business of the Company and its Subsidiaries as a whole and not disadvantageous in any material
respect to the Holders.




          SECTION 1008. Corporate Existence. Subject to Article Eight, the Company will do or
cause to be done all things necessary to preserve and keep in full force and effect its corporate
existence and the rights (charter and statutory) and franchises of the Company 









 



72


and any Restricted
Subsidiary; provided, however, that the Company shall not be required to preserve
any such right or franchise if the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and its Subsidiaries as a whole and
not disadvantageous in any material respect to the Holders.




          SECTION 1009. Limitation on Liens. The Company will not, directly or indirectly,
create or assume, and will not permit any Restricted Subsidiary to create or assume, any mortgage,
pledge or other lien of or upon any of its or their assets, real or personal, now owned or
hereafter acquired, or of or upon any income or profits therefrom, without making effective, and
the Company covenants that in any such case it will make or cause to be made effective provision,
whereby all of the Outstanding Securities of each series shall be secured by such mortgage, pledge
or lien equally and ratably with any and all other obligations and indebtedness thereby secured;
provided that the foregoing covenant shall not apply to any of the following:





     (1) the creation of any mortgage or other lien on any property of the Company or any
Restricted Subsidiary to secure indebtedness incurred prior to, at the time of, or within
120 days after the later of the acquisition, the completion of construction or the
commencement of full operation of such property; provided that such indebtedness so secured
shall have been incurred for the purpose of financing all or any part of the acquisition or
construction of any such property;




     (2) the creation of a mortgage or other lien for the sole purpose of renewing or
refunding any mortgage or lien referred to in clause (1) of this Section 1009, provided that
the principal amount of indebtedness so secured at the time of such renewal or refunding is
less than or equal to the indebtedness renewing or refunding such
indebtedness, and that such renewal or refunding mortgage or lien shall be limited to
all or any part of the same property which secured the mortgage or lien renewed or refunded;




     (3) mortgages or liens on any property hereafter acquired by the Company or any
Restricted Subsidiary existing at the time of such acquisition;




     (4) liens of carriers, warehousemen, mechanics and materialmen incurred in the ordinary
course of business for sums not yet due or being contested in good faith;




     (5) liens in favor of the United States of America, or any State or subdivision
thereof, or any other country or subdivision thereof where the Company or any Restricted
Subsidiary may transact any of its business, or any governmental agency, incurred in the
ordinary course of business;




     (6) liens for property taxes or assessments or governmental charges or levies on
property owned by the Company or any Restricted Subsidiary, if such taxes, 









 



73


assessments,
governmental charges or levies shall not at the time be due and payable, or if the same
thereafter can be paid without penalty, or if the same are being contested in good faith;




     (7) pledges or deposits to secure payment of workmen’s compensation or insurance
premiums, or in connection with tenders, bids or contracts (other than contracts for the
payment of money) or leases, deposits to secure surety or appeal bonds, pledges or deposits
in connection with contracts made with or at the request or deposits in connection with
contracts made with or at the request of the United States of America or any agency thereof,
and pledges or deposits for purposes similar to any of the above in the ordinary course of
business;




     (8) liens created by or resulting from any litigation or legal proceeding which at the
time is currently being contested in good faith by appropriate proceedings; liens arising
out of judgments or awards as to which the time for prosecuting an appeal or proceeding for
review has not expired; leases made or existing on property acquired in the ordinary course
of business; landlord’s liens on property held under lease; or




     (9) any mortgage, pledge or other lien executed by any Restricted Subsidiary and
exclusively securing any indebtedness incurred by such Restricted Subsidiary to the Company
or to one or more wholly-owned Restricted Subsidiaries.



     Notwithstanding the foregoing provisions of this Section 1009, the Company or any Restricted
Subsidiary (a) may create, assume or permit to exist any mortgage, pledge or other lien which would
otherwise be prohibited by the foregoing covenants for the purpose of securing indebtedness or
other obligations if the sum of (x) the aggregate amount thereof, (y) the aggregate amount of all
other indebtedness or other obligations of the Company and its Restricted Subsidiaries then
outstanding and secured by mortgages, pledges or other liens which would otherwise be prohibited by
the foregoing covenants (not including indebtedness or other obligations permitted to be secured
under clauses (1) through (9) above) and (z) the aggregate value (determined as provided in
Section 1010) of manufacturing plants theretofore sold or transferred and leased pursuant to Sale
and Leaseback Transactions which were permitted solely
by reason of the provisions of Section 1010 (d) does not at such time exceed 10% of
Consolidated Net Tangible Assets, and (b) may extend, renew or refund any such mortgage,
pledge or
other lien if the provisions of clause (a) of this paragraph were not violated at the time such
mortgage, pledge or other lien was created, assumed or permitted to exist, if the principal amount
of indebtedness so secured thereby shall not exceed the unpaid principal amount of indebtedness so
secured at the time of such extension, renewal or refunding, and if such extension, renewal or
refunding mortgage, pledge or other lien shall be limited to all or any part of the same property
that was subject to the mortgage, pledge or other lien extended, renewed or refunded.













 



74


          If at any time the Company or any Restricted Subsidiary shall create or assume any mortgage,
pledge or other lien not excepted from this Section 1009 as above provided, the Company will
promptly deliver to the Trustee (i) an Officers’ Certificate stating that the covenant of the
Company contained in the first paragraph of this Section 1009 has been complied with, and (ii) an
Opinion of Counsel stating that, in the opinion of such counsel, such covenant has been complied
with and that any instruments executed by the Company in performance of such covenant comply with
the requirements thereof.




          In the event that the Company shall hereafter secure the Securities of any series equally and
ratably with other obligation or indebtedness pursuant to the provisions of this Section 1009, the
Trustee is hereby authorized to enter into an indenture or agreement supplemental hereto and to
take such action, if any, as it may deem advisable to enable it to enforce effectively the rights
of the holders of the Securities so secured equally and ratably with such other obligations or
indebtedness. Subject to the provisions of Section 602 hereof, the Trustee may receive an Opinion
of Counsel as conclusive evidence that any supplemental indenture or steps taken to secure the
Securities equally and ratably comply with the provisions of this Section 1009.




          SECTION 1010. Limitation on Sale and Leaseback Transactions. The Company will not and
will not permit any Restricted Subsidiary to sell or transfer (except to the Company or one or more
Restricted Subsidiaries, or both) any manufacturing plant owned by the Company or any Restricted
Subsidiary with the intention of taking back a lease on such property (herein referred to as a
“Sale and Leaseback Transaction”) unless (a) the sale or transfer of the property is made within
120 days after the later of the date of (i) the acquisition of the property, (ii) the completion of
construction or (iii) the commencement of full operation thereof, or (b) such lease has a term,
including all permitted extensions and renewals, of not more than three years, and it is intended
that the use by the Company or such Restricted Subsidiary of the manufacturing plant covered by
such lease will be discontinued on or before the expiration of such term, or (c) at such time the
Company or such Restricted Subsidiary could, pursuant to the provisions of Section 1009, create,
assume or permit to exist a mortgage on the manufacturing plant to be sold or transferred and
leased securing indebtedness or other obligations in an aggregate amount equal to the amount
realized or to be realized upon the sale or transfer of such manufacturing plan in connection with
the Sale and Leaseback Transaction without retiring Securities or other indebtedness by redemption
or without equally and ratably securing all the Outstanding Securities of each series by such
mortgage, as provided in Section 1009, or (d) at such time the Company shall cause an amount equal
to the value of the manufacturing plant to be sold or transferred and leased to be applied to the
retirement (other than any mandatory retirement),
within 120 days of the effective date of the Sale and Leaseback Transaction, of either the
Securities or other Funded Debt of the Company which is equal in rank to the Securities, or both
(for which purpose previously acquired Securities may be used). For the purposes of Section 1009
and subsection (d) of this Section 1010, the term “value” with respect to any manufacturing plant
to be sold or transferred and leased pursuant to a Sale and Leaseback Transaction shall mean as of
any particular time, the amount equal to the greater of (1) the net proceeds of the sale 










 



75

or
transfer of such manufacturing plant or (2) the fair value of such manufacturing plant at the time
of entering into such Sale and Leaseback Transaction, as determined by the Board of Directors, in
either case divided first by the number of full years of the term of the lease which is part of
such Sale and Leaseback Transaction 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 such lease.




          SECTION 1011. Waiver of Certain Covenants. The Company may, with respect to any
series of Securities, omit in any particular instance to comply with any term, provision or
condition which affects such series set forth in Section 803 or Sections 1006 to 1010, inclusive,
if before the time for such compliance the Holders of at least a majority in principal amount of
all Outstanding Securities of any series, by Act of such Holders, waive such compliance in such
instance with such term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee to Holders of
Securities of such series in respect of any such term, provision or condition shall remain in full
force and effect.




ARTICLE ELEVEN




REDEMPTION OF SECURITIES




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




          SECTION 1102. Election to Redeem; Notice to Trustee. The election of the Company to
redeem any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any
redemption at the election of the Company of less than all the Securities of any series, the
Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter
notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the
principal amount of Securities of such series to be redeemed and shall deliver to the Trustee such
documentation and records as shall enable the Trustee to select the Securities to be redeemed
pursuant to Section 1103. In the case of any redemption of Securities prior to the expiration of
any restriction on such redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing
compliance with such restriction.




          SECTION 1103. Selection by Trustee of Securities to Be Redeemed. If less than all the
Securities of any series are to be redeemed, the particular Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series not previously called for redemption, 









 




76


by such method as
the
Trustee shall deem fair and appropriate and which may provide for the selection for redemption of
portions of the principal of Securities of such series; provided, however, that no
such partial redemption shall reduce the portion of the principal amount of a Security not redeemed
to less than the minimum authorized denomination for Securities of such series established pursuant
to Section 301.




          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
relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to
be redeemed only in part, to the portion of the principal amount of such Securities which has been
or is to be redeemed.




          SECTION 1104. Notice of Redemption. Except as otherwise specified as contemplated by
Section 301, notice of redemption shall be given in the manner provided in Section 106 not less
than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be
redeemed.




          All notices of redemption shall state:





     (1) the Redemption Date,




     (2) the Redemption Price,




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




     (4) that on the Redemption Date the Redemption Price (together with accrued
interest, if any, to the Redemption Date payable as provided in Section 1106) will
become due and payable upon each such Security, or the portion thereof, to be
redeemed and, if applicable, that interest thereon will cease to accrue on and after
said date,




     (5) the place or places where such Securities, together in the case of Bearer
Securities with all coupons appertaining thereto, if any, maturing after the
Redemption Date, are to be surrendered for payment of the Redemption Price,




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










 



77



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






     (8) if Bearer Securities of any series are to be redeemed and any Registered
Securities of such series are not to be redeemed, and if such Bearer Securities may
be exchanged for Registered Securities not subject to redemption on this Redemption
Date pursuant to Section 305 or otherwise, the last date, as determined by the
Company, on which such exchanges may be made.



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




          SECTION 1105. Deposit of Redemption Price. Prior to any Redemption Date, the Company
shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money in the
Currency in which the Securities of such series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of such Series and except, if applicable, as provided in
Sections 312(b), 312(d) and 312(e)) sufficient to pay the Redemption Price of, and accrued interest
on, all the Securities which are to be redeemed on that date.




          SECTION 1106. Securities Payable on Redemption Date. Notice of redemption having been
given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified in the Currency in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for the Securities of
such Series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) (together
with accrued interest, if any, to the Redemption Date), and from and after such date (unless the
Company shall default in the payment of the Redemption Price and any accrued interest) such
Securities shall, if the same were interest-bearing, cease to bear interest and any coupons for
such interest appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void. Upon surrender of any such Security for redemption in accordance
with said notice, together with all coupons, if any, appertaining thereto maturing after the
Redemption Date, such Security shall be paid by the Company at the Redemption Price, together with
accrued interest, if any, to the Redemption Date; provided, however, that
installments of interest on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by
Section 301, 









 



78

only upon presentation and surrender of coupons for such interest; and
provided  further that installments of interest on Registered Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable (but without interest
thereon, unless the Company shall default in the payment thereof) to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the close of business on
the relevant Record Dates according to their terms and the provisions of Section 307.




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




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




          SECTION 1107. Securities Redeemed in Part. Any Security which is to be redeemed only
in part (pursuant to the provisions of this Article or of Article Twelve) shall be surrendered at a
Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or
a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series and tenor, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Security so surrendered.




ARTICLE TWELVE




SINKING FUNDS




          SECTION 1201. Applicability of Article. Retirements of Securities of any series
pursuant to any sinking fund shall be made in accordance with the terms of such 








 



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Securities and
(except as otherwise specified as contemplated by Section 301 for Securities of any series) in
accordance with this Article.




          The minimum amount of any sinking fund payment provided for by the terms of Securities of any
series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of
such minimum amount provided for by the terms of Securities of any series is herein referred to as
an “optional sinking fund payment”. If provided for by the terms of Securities of any series, the
cash amount of any mandatory sinking fund payment may be subject to reduction as provided in
Section 1202. Each sinking fund payment shall be applied to the redemption of Securities of any
series as provided for by the terms of Securities of such series.




          SECTION 1202. Satisfaction of Sinking Fund Payments with Securities. Subject to
Section 1203, in lieu of making all or any part of any mandatory sinking fund payment with respect
to any Securities of a series in cash, the Company may at its option (1) deliver to the Trustee
Outstanding Securities of a series (other than any previously called for redemption) theretofore
purchased or otherwise acquired by the Company together in the case of any Bearer Securities of
such series with all unmatured coupons appertaining thereto, and/or (2) receive credit for the
principal amount of Securities of such series which have been previously delivered
to the Trustee by the Company or for Securities of such series which have been redeemed either
at the election of the Company pursuant to the terms of such Securities or through the application
of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case
in satisfaction of all or any part of any mandatory sinking fund payment with respect to the
Securities of the same series required to be made pursuant to the terms of such Securities as
provided for by the terms of such series; provided, however, that such Securities
have not been previously so credited. Such Securities shall be received and credited for such
purpose by the Trustee at the Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such mandatory sinking fund payment shall be
reduced accordingly.




          SECTION 1203. Redemption of Securities for Sinking Fund. Not less than 60 days prior
to each sinking fund payment date for any series of Securities, the Company will deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any, which is to be
satisfied by payment of cash in the Currency in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of such Series and
except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) and the portion thereof,
if any, which is to be satisfied by delivering or crediting Securities of that series pursuant to
Section 1202 (which Securities will, if not previously delivered, accompany such certificate) and
whether the Company intends to exercise its right to make a permitted optional sinking fund payment
with respect to such series. Such certificate shall be irrevocable and upon its delivery the
Company shall be obligated to make the cash payment or payments therein referred to, if any, on or
before the next succeeding sinking fund payment date. In the case of the failure of the Company to
deliver such 








 



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certificate, the sinking fund payment due on the next succeeding sinking fund payment
date for that series shall be paid entirely in cash and shall be sufficient to redeem the principal
amount of such Securities subject to a mandatory sinking fund payment without the option to deliver
or credit Securities as provided in Section 1202 and without the right to make any optional sinking
fund payment, if any, with respect to such series.




          Not more than 60 days before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner specified in
Section 1103 and cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 1104. Such notice having been duly given,
the redemption of such Securities shall be made upon the terms and in the manner stated in
Sections 1106 and 1107.




          Prior to any sinking fund payment date, the Company shall pay to the Trustee or a Paying Agent
(or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) in cash a sum equal to any interest that will accrue to the date fixed for redemption
of Securities or portions thereof to be redeemed on such sinking fund payment date pursuant to this
Section 1203.




          Notwithstanding the foregoing, with respect to a sinking fund for any series of Securities, if
at any time the amount of cash to be paid into such sinking fund on the next succeeding sinking
fund payment date, together with any unused balance of any preceding sinking fund payment or
payments for such series, does not exceed in the aggregate $100,000,
the Trustee, unless requested by the Company, shall not give the next succeeding notice of the
redemption of Securities of such series through the operation of the sinking fund. Any such unused
balance of moneys deposited in such sinking fund shall be added to the sinking fund payment for
such series to be made in cash on the next succeeding sinking fund payment date or, at the request
of the Company, shall be applied at any time or from time to time to the purchase of Securities of
such series, by public or private purchase, in the open market or otherwise, at a purchase price
for such Securities (excluding accrued interest and brokerage commissions, for which the Trustee or
any paying agent will be reimbursed by the Company) not in excess of the principal amount thereof.




ARTICLE THIRTEEN




REPAYMENT AT OPTION OF HOLDERS




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











 



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          SECTION 1302. Repayment of Securities. Securities of any series subject to repayment
in whole or in part at the option of the Holders thereof will, unless otherwise provided in the
terms of such Securities, be repaid at a price equal to the principal amount thereof, together with
interest, if any, thereon accrued to the Repayment Date specified in or pursuant to the terms of
such Securities. The Company covenants that on or before the Repayment Date it will deposit with
the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 1003) an amount of money in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and
312(e)) sufficient to pay the principal (or, if so provided by the terms of the Securities of any
series, a percentage of the principal) of, and (except if the Repayment Date shall be an Interest
Payment Date) accrued interest, if any, on, all the Securities or portions thereof, as the case may
be, to be repaid on such date.




          SECTION 1303. Exercise of Option. Securities of any series subject to repayment at
the option of the Holders thereof will contain an “Option to Elect Repayment” form on the reverse
of such Securities. To be repaid at the option of the Holder, any Security so providing for such
repayment, with the “Option to Elect Repayment” form on the reverse of such Security duly completed
by the Holder (or by the Holder’s attorney duly authorized in writing), must be received by the
Company at the Place of Payment therefor specified in the terms of such Security (or at such other
place or places of which the Company shall from time to time notify the Holders of such Securities)
not earlier than 45 days nor later than 30 days prior to the Repayment Date. If less than the
entire principal amount of such Security is to be repaid in accordance with the terms of such
Security, the principal amount of such Security to be repaid, in increments of the minimum
denomination for Securities of such series, and the denomination or denominations of the Security
or Securities to be issued to the Holder for the portion of the principal amount of such Security
surrendered that is not to be repaid, must be specified. The principal amount of any Security
providing for repayment at the option of the Holder thereof
may not be repaid in part if, following such repayment, the unpaid principal amount of such
Security would be less than the minimum authorized denomination of Securities of the series of
which such Security to be repaid is a part. Except as otherwise may be provided by the terms of
any Security providing for repayment at the option of the Holder thereof, exercise of the repayment
option by the Holder shall be irrevocable unless waived by the Company.




          SECTION 1304. When Securities Presented for Repayment Become Due and Payable. If
Securities of any series providing for repayment at the option of the Holders thereof shall have
been surrendered as provided in this Article and as provided by or pursuant to the terms of such
Securities, such Securities or the portions thereof, as the case may be, to be repaid shall become
due and payable and shall be paid by the Company on the Repayment Date therein specified, and on
and after such Repayment Date (unless the Company shall default in the payment of such Securities
on such Repayment Date) such Securities shall, if the same were interest-bearing, cease to bear
interest and the coupons for 









 



82




such interest appertaining to any Bearer Securities so to be repaid,
except to the extent provided below, shall be void. Upon surrender of any such Security for
repayment in accordance with such provisions, together with all coupons, if any, appertaining
thereto maturing after the Repayment Date, the principal amount of such Security so to be repaid
shall be paid by the Company, together with accrued interest, if any, to the Repayment Date;
provided, however, that coupons whose Stated Maturity is on or prior to the
Repayment Date shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise specified pursuant to
Section 301, only upon presentation and surrender of such coupons, and provided
further that, in the case of Registered Securities, installments of interest, if any, whose
Stated Maturity is on or prior to the Repayment Date shall be payable (but without interest
thereon, unless the Company shall default in the payment thereof) to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the close of business on
the relevant Record Dates according to their terms and the provisions of Section 307.




          If any Bearer Security surrendered for repayment shall not be accompanied by all appurtenant
coupons maturing after the Repayment Date, such Security may be paid after deducting from the
amount payable therefor as provided in Section 1302 an amount equal to the face amount of all such
missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company
and the Trustee if there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a
deduction shall have been made as provided in the preceding sentence, such Holder shall be entitled
to receive the amount so deducted; provided, however, that interest represented by
coupons shall be payable only at an office or agency located outside the United States (except as
otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of those coupons.




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








          SECTION 1305. Securities Repaid in Part. Upon surrender of any Registered Security
which is to be repaid in part only, the Company shall execute and the Trustee shall authenticate
and deliver to the Holder of such Security, without service charge and at the expense of the
Company, a new Registered Security or Securities of the same series, of any authorized denomination
specified by the Holder, in an aggregate principal amount equal to and in exchange for the portion
of the principal of such Security so surrendered which is not to be repaid.












































 



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ARTICLE FOURTEEN




DEFEASANCE AND COVENANT DEFEASANCE




          SECTION 1401. Company’s Option to Effect Defeasance or Covenant Defeasance. Except as
otherwise specified as contemplated by Section 301 for Securities of any series, defeasance of the
Securities of or within a series under Section 1402, or covenant defeasance of or within a series
under Section 1403 shall be made in accordance with the terms of such Securities and in accordance
with this Article.




          SECTION 1402. Defeasance and Discharge. Upon the Company’s exercise of the above
option applicable to this Section with respect to any Securities of or within a series, the Company
shall be deemed to have been discharged from its obligations with respect to such Outstanding
Securities and any related coupons on the date the conditions set forth in Section 1404 are
satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding
Securities and any related coupons, which shall thereafter be deemed to be “Outstanding” only for
the purposes of Section 1405 and the other Sections of this Indenture referred to in (A) and
(B) below, and to have satisfied all its other obligations under such Securities and any related
coupons and this Indenture insofar as such Securities and any related coupons are concerned (and
the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the
same, such instrument to be based (where trust funds have been deposited with another trustee in
accordance with Section 1404) solely and without independent investigation on the certification of
that trustee that all conditions set forth in Section 1404 have been satisfied), except for the
following which shall survive until otherwise terminated or discharged hereunder: (A) the rights
of Holders of such Outstanding Securities and any related coupons to receive, solely from the trust
fund described in Section 1404 and as more fully set forth in such Section, payments in respect of
the principal of (and premium, if any) and interest, if any, on such Securities and any related
coupons when such payments are due, (B) the Company’s obligations with respect to such Securities
under Sections 305, 306, 1002 and 1003 and with respect to the payment of Additional Amounts, if
any, on such Securities as contemplated by Section 1005, (C) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and (D) this Article Fourteen. Subject to compliance with this
Article Fourteen, the Company may exercise its option under this Section 1402 notwithstanding the
prior exercise of its option under Section 1403 with respect to such Securities and any related
coupons.




          SECTION 1403. Covenant Defeasance. Upon the Company’s exercise of the above option
applicable to this Section with respect to any Securities of or within a series, the Company shall
be released from its obligations under Sections 1009 and 1010, and, if specified pursuant to
Section 301, its obligations under any other covenant so specified, with respect to
such Outstanding Securities and any related coupons on and after the date the conditions set
forth in Section 1404 are satisfied (hereinafter, “covenant defeasance”), and such Securities and
any related coupons shall thereafter be deemed to be not “Outstanding” 








 



84



for the purposes of any
direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof)
in connection with Sections 1009 and 1010, or such other covenant, but shall continue to be deemed
“Outstanding” for all other purposes hereunder. For this purpose, such covenant defeasance means
that, with respect to such Outstanding Securities and any related coupons, the Company may omit to
comply with and shall have no liability in respect of any term, condition or limitation set forth
in any such Section or such other covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such Section or such other covenant or by reason of reference in
any such Section or such other covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a default or an Event of Default under Section 501(4)
or Section 501(7) or otherwise, as the case may be, but, except as specified above, the remainder
of this Indenture and such Securities and any related coupons shall be unaffected thereby.




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





     (1) The Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to
comply with the provisions of this Article Fourteen applicable to it) as trust funds in
trust for the purpose of making the following payments, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of such Securities and any related
coupons, (A) an amount (in such Currency in which such Securities and any related coupons
are then specified as payable at Stated Maturity), or (B) Government Obligations applicable
to such Securities (determined on the basis of the Currency in which such Securities are
then specified as payable at Stated Maturity) which through the scheduled payment of
principal and interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment of principal (including any premium)
and interest, if any, under such Securities and any related coupons, money in an amount, or
(C) a combination thereof, 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 another trustee
satisfying the requirements of Section 607) to pay and discharge, (i) the principal of (and
premium, if any) and interest, if any, on such Outstanding Securities and any related
coupons on the Maturity of such principal or installment of principal or interest and
(ii) any mandatory sinking fund payments or analogous payments applicable to such
Outstanding Securities and any related coupons on the day on which such payments are due and
payable in accordance with the terms of this Indenture and of such Securities and any
related coupons.




     (2) No Event of Default or event which with notice or lapse of time or both would
become an Event of Default with respect to such Securities and any 












 



85








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




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




     (4) In the case of an election under Section 1402, the Company shall have delivered to
the Trustee an Opinion of Counsel stating that (x) the Company has received from, or there
has been published by, the Internal Revenue Service a ruling, or (y) since the date of
execution of this Indenture, there has been a change in the applicable Federal income tax
law, in either case to the effect that, and based thereon such opinion shall confirm that,
the Holders of such Outstanding Securities and any related coupons will not recognize
income, gain or loss for Federal income tax purposes as a result of such defeasance and will
be subject to Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such defeasance had not occurred.




     (5) In the case of an election under Section 1403, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding
Securities and any related coupons 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.




     (6) Notwithstanding any other provisions of this Section, such defeasance or covenant
defeasance shall be effected in compliance with any additional or substitute terms,
conditions or limitations in connection therewith pursuant to Section 301.




     (7) If the Securities are to be optionally redeemed, either notice of such redemption
shall have been given or the Company shall have given the Trustee irrevocable instructions
to give such notice.




     (8) 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 defeasance under Section 1402 or the covenant defeasance under Section 1403 (as
the case may be) have been complied with and an Opinion of Counsel to the effect that either
(i) as a result of a deposit pursuant to paragraph (1) above and the related exercise of the
Company’s option under Section 1402 or Section 1403 (as the case may be), registration is
not required 









 



86




under the Investment Company Act of 1940, as amended, by the Company, with
respect to the trust funds representing such deposit, or by the trustee for such trust funds
or (ii) all necessary registrations under said Act have been effected.



          SECTION 1405. Deposited Money and Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations (or other property as may be provided
pursuant to Section 301) (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 1405, the “Trustee”) pursuant to
Section 1404 in respect of any Outstanding Securities and any related coupons of such series shall
be held in trust and applied by the Trustee, in accordance with the provisions of such Securities
and any related coupons and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the
Holders of such Securities and any related coupons of all sums due and to become due thereon in
respect of principal (and premium, if any) and interest, if any, but such money need not be
segregated from other funds except to the extent required by law.




          Unless otherwise specified with respect to any Security pursuant to Section 301, if, after a
deposit referred to in Section 1404(1) has been made, (a) the Holder of a Security in respect of
which such deposit was made is entitled to, and does, elect pursuant to Section 312(b) or the terms
of such Security to receive payment in a Currency other than that in which the deposit pursuant to
Section 1404(1) has been made in respect of such Security, or (b) a Conversion Event occurs as
contemplated in Section 312(d) or 312(e) or by the terms of any Security in respect of which the
deposit pursuant to Section 1404(1) has been made, the indebtedness represented by such Security
and any related coupons shall be deemed to have been, and will be, fully discharged and satisfied
through the payment of the principal of (premium, if any, on), and interest, if any, on such
Security as they become due out of the proceeds yielded by converting (from time to time as
specified below in the case of any such election) the amount or other property deposited in respect
of such Security into the Currency in which such Security becomes payable as a result of such
election or Conversion Event based on the applicable Market Exchange Rate for such Currency in
effect on the second Business Day prior to each payment date, except, with respect to a Conversion
Event, for such Currency in effect (as nearly as feasible) at the time of the Conversion Event.




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




          Anything in this Article Fourteen to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon Company Request any money or 








 




87




Government Obligations
(or other property and any proceeds therefrom) held by it as provided in Section 1404 which, in the
opinion of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount thereof which would
then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as
applicable, in accordance with this Article.




ARTICLE FIFTEEN




MEETINGS OF HOLDERS OF SECURITIES




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




          SECTION 1502. Call, Notice and Place of Meetings. (a) The Trustee may at any time
call a meeting of Holders of Securities of any series for any purpose specified in Section 1501, to
be held at such time and at such place in the city of New York, or in London as the Trustee shall
determine. Notice of every meeting of Holders of Securities of any series, setting forth the time
and the place of such meeting and in general terms the action proposed to be taken at such meeting,
shall be given, in the manner provided in Section 106, not less than 21 nor more than 180 days
prior to the date fixed for the meeting.




          (b) In case at any time the Company, pursuant to a Board Resolution, or the Holders of at
least 10% in principal amount of the Outstanding Securities of any series shall have requested the
Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in
Section 1501, by written request setting forth in reasonable detail the action proposed to be taken
at the meeting, and the Trustee shall not have made the first publication of the notice of such
meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the
meeting to be held as provided herein, then the Company or the Holders of Securities of such series
in the amount above specified, as the case may be, may determine the time and the place in the city
of New York, or in London for such meeting and may call such meeting for such purposes by giving
notice thereof as provided in subsection (a) of this Section.




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








 



88







speak at any meeting of
Holders of Securities of any series shall be the Person entitled to vote at such meeting and their
counsel, any representatives of the Trustee and its counsel and any representatives of the Company
and its counsel.




          SECTION 1504. Quorum; Action. The Persons entitled to vote a majority in principal
amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders
of Securities of such series; provided, however, that, if any action is to be taken
at such meeting with respect to a consent or waiver which this Indenture expressly provides may be
given by the Holders of not less than a specified percentage in principal amount of the Outstanding
Securities of a series, the Persons entitled to vote such specified percentage in principal amount
of the Outstanding Securities of such series shall constitute a quorum. In the absence of a quorum
within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the
request of Holders of Securities of such series, be dissolved. In any other case the meeting may
be adjourned for a period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned
meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in Section 1502(a),
except that such notice need be given only once
not less than five days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of any adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the Outstanding Securities of such series which shall
constitute a quorum.




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




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




          Notwithstanding the foregoing provisions of this Section 1504, if any action is to be taken at
a meeting of Holders of Securities of any series with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action that this Indenture 








 



89



expressly
provides may be made, given or taken by the Holders of a specified percentage in principal amount
of all Outstanding Securities affected thereby, or of the Holders of such series and one or more
additional series:





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




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



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




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




          (c) At any meeting each Holder of a Security of such series or proxy shall be entitled to one
vote for each $1,000 principal amount of Outstanding Securities of such series held or represented
by him (determined as specified in the definition of “Outstanding” in Section 101);
provided, however, that no vote shall be cast or counted at any meeting in respect
of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not
Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a
Security of such series or proxy.









 



90





          (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 1502 at
which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority
in principal amount of the Outstanding Securities of such series represented at the meeting; and
the meeting may be held as so adjourned without further notice.




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




ARTICLE SIXTEEN




IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

OFFICERS, DIRECTORS AND EMPLOYEES




          SECTION 1601. Exemption from Individual Liability. No recourse under or upon any
obligation, covenant or agreement of this Indenture, or of any Security, or for any claim based
thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder,
officer, director or employee, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company, whether by virtue of any constitution, statute
or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely corporate
obligations of the Company, and that no such personal liability whatever shall attach to, or is or
shall be incurred by, the incorporators, stockholders, officers, directors or employees, as such,
of the Company or of any successor corporation, or any of them, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities or implied therefrom; and that any and all
such personal liability, 








 




91



either at common law or in equity or by constitution or statute, of, and
any and all such rights and claims against, every such incorporator, stockholder, officer, director
or employee, as such, because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture or in any of the
Securities or implied therefrom, are hereby expressly waived and released as a condition of, and as
a consideration for, the execution of this Indenture and the issue of such Securities.




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








 




 







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




	 	 	 	 	 
	 	EATON CORPORATION

 	 
	 	By:  	/s/ Stephen R. Hardis
 	 
	 	 	Name:  	Stephen R. Hardis  	 
	 	 	Title:  	Vice Chairman and Chief Financial and
and Administrative Officer 	 
	 
	 	 	 
	 	By:  	                                              /s/ Earl R. Franklin
 	 
	 	 	Name:  	Earl R. Franklin  	 
	 	 	Title:  	Secretary and Associate General
Counsel 	 
	 



[Seal]




	 	 	 	 	 
	Attest:

	 	/s/ J. Robert Horst
	 	 
	 

	 	 	 	 
	 

	 	J. Robert Horst	 	 
	 

	 	Assistant Secretary	 	 






(signatures continued on next page)










 



 


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




	 	 	 	 	 
	 	CHEMICAL BANK

 	 
	 	By:  	/s/ P. Kelly
 	 
	 	 	Name:  	P. Kelly 	 
	 	 	Title:  	Trust Officer 	 
	 



[Seal]




	 	 	 	 	 
	Attest:

	 	/s/
	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	End of Signatures	 	 












 



 


	 	 	 	 	 	 	 
	STATE OF NEW YORK

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss.:
	COUNTY OF NEW YORK

	 	 	)	 	 	 






          On the 5th day of April, 1994, before me personally came P.
Kelly, to me known, who, being by me duly sworn, did depose and say that he is a Trust
Officer of Chemical Bank, one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is
the seal of such corporation; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.




[Notarial Seal]




	 	 	 	 	 
	 	 	 
	 	                                                                          /s/ Yvonne D. Benn
 	 
	 	Notary Public 	 
	 	 	 
	 










 



 


	 	 	 	 	 	 	 
	STATE OF OHIO

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss.:
	COUNTY OF CUYAHOGA

	 	 	)	 	 	 






          On the 5th day of April, 1994 , before me personally came Stephen R. Hardis, to me
known, who, being by me duly sworn, did depose and say that he is Vice Chairman and Chief Financial
and Administrative Officer of Eaton Corporation, one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said corporation, that the seal
affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board
of Directors of said corporation, and that he signed his name thereto by like authority.




[Notarial Seal]




	 	 	 	 	 
	 	 	 
	 	                                                   /s/ James Doan
 	 
	 	      Notary Public 	 
	 	 	 
	 



	 	 	 	 	 	 	 
	STATE OF OHIO

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss.:
	COUNTY OF CUYAHOGA

	 	 	)	 	 	 






          On the 5th day of April, 1994 , before me personally came Earl R. Franklin, to me
known, who, being by me duly sworn, did depose and say that he is Secretary and Associate General
Counsel of Eaton Corporation, one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation, that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.




[Notarial Seal]




	 	 	 	 	 
	 	 	 
	 	                                              /s/ James Doan
 	 
	 	Notary Public 	 
	 	 	 
	 










 





EXHIBIT A




FORMS OF CERTIFICATION




EXHIBIT A-1




FORM OF CERTIFICATE TO BE GIVEN BY

PERSON ENTITLED TO RECEIVE BEARER SECURITY

OR TO OBTAIN INTEREST PAYABLE PRIOR

TO THE EXCHANGE DATE




CERTIFICATE




[Insert title or sufficient description

of Securities to be delivered]




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


A-1-1








 





addition, if the owner is a United States or foreign
financial institution described in clause (iii) above (whether or not also described in clause (i)
or (ii)), this is to further certify that such financial institution has not acquired the
Securities for purposes of resale directly or indirectly to a United States person or to a person
within the United States or its possessions.




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




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






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




          We understand that this certificate may be required in connection with certain tax legislation
in the United States. If administrative or legal proceedings are commenced




or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate or a copy thereof to any interested party in such
proceedings.







A-1-2









 



Dated: ____________ , 19___




[To be dated no earlier than the 15th

day prior to (i) the Exchange Date or (ii) the

relevant Interest Payment Date occurring

prior to the Exchange Date, as applicable]




[Name of Person Making

Certification]





	 	 	 	 	 
	 
	 

	 	 

	 	 
	(Authorized Signatory)
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 




A-1-3










 







EXHIBIT A-2




FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR

AND CEDEL S.A. IN

CONNECTION WITH THE EXCHANGE OF A PORTION OF A

TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST

PAYABLE PRIOR TO THE EXCHANGE DATE




CERTIFICATE




[Insert title or sufficient description

of Securities to be delivered]




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


A-2-1








 






Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by United
States or foreign financial institution(s) for purposes of resale during the restricted period (as
defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)) and, to the further
effect, that financial institutions described in clause (iii) above (whether or not also described
in clause (i) or (ii)) have certified that they have not acquired the Securities for purposes of
resale directly or indirectly to a United States person or to a person within the United States or
its possessions.




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




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





          We understand that this certification is required in connection with certain tax legislation
in the United States. If administrative or legal proceedings are commenced or



A-2-2






 






threatened in
connection with which this certificate is or would be relevant, we irrevocably authorize you to
produce this certificate or a copy thereof to any interested party in such proceedings.




Dated: ___________ , 19___




[To be dated no earlier than

the Exchange Date or the

relevant Interest Payment Date

occurring prior to the Exchange

Date, as applicable]




	 	 	 	 	 	 	 
	 	 	[MORGAN GUARANTY TRUST COMPANY OF NEW YORK, BRUSSELS
OFFICE, as

Operator of the Euroclear System] [CEDEL S.A.]	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 







A-2-3