Exhibit 4.1




 





 


THE INTERPUBLIC GROUP OF COMPANIES, INC.


and


THE BANK
OF NEW YORK


Trustee


__________________________


Form of Senior Debt Indenture


Dated as
of [                        ],  2003


____________________________




 




















 


TABLE OF
CONTENTS


 


PAGE


	
  Article 1

  
	
  Definitions And Other
  Provisions Of General Application

  
	
   

  
	
  Section 1.01.

  	
  Definitions

  	
  3

  
	
  Section 1.02.

  	
  Compliance Certificates and Opinions

  	
  13

  
	
  Section 1.03.

  	
  Form of Documents Delivered to Trustee

  	
  13

  
	
  Section 1.04.

  	
  Acts of Holders

  	
  14

  
	
  Section 1.05.

  	
  Notices, Etc., to Trustee and Company

  	
  16

  
	
  Section 1.06.

  	
  Notice to Holders; Waiver

  	
  16

  
	
  Section 1.07.

  	
  Conflict with Trust Indenture Act

  	
  17

  
	
  Section 1.08.

  	
  Effect of Headings and Table of Contents

  	
  17

  
	
  Section 1.09.

  	
  Successors and Assigns

  	
  17

  
	
  Section 1.10.

  	
  Separability Clause

  	
  17

  
	
  Section 1.11.

  	
  Benefits of Indenture

  	
  17

  
	
  Section 1.12.

  	
  Governing Law

  	
  17

  
	
  Section 1.13.

  	
  Legal Holidays

  	
  17

  
	
  Section 1.14.

  	
  No Recourse Against Others

  	
  18

  
	
  Section 1.15.

  	
  Judgment Currency

  	
  18

  
	
  Section 1.16.

  	
  Counterparts

  	
  18

  
	
  Section 1.17.

  	
  Waiver of Jury Trial

  	
  18

  
	
   

  	
   

  	
   

  
	
  Article 2

  
	
  Security Forms

  
	
   

  
	
  Section 2.01.

  	
  Forms Generally

  	
  19

  
	
  Section 2.02.

  	
  Form of Face of Security

  	
  19

  
	
  Section 2.03.

  	
  Form of Reverse of Security

  	
  22

  
	
  Section 2.04.

  	
  Form of Trustee’s Certificate of Authentication

  	
  26

  
	
  Section 2.05.

  	
  Securities in Global Form

  	
  26

  
	
  Section 2.06.

  	
  Form of Legend for the Securities in Global Form

  	
  27

  
	
   

  	
   

  	
   

  
	
  Article
  3

  
	
  The
  Securities

  
	
   

  
	
  Section 3.01.

  	
  Amount Unlimited; Issuable in Series

  	
  28

  
	
  Section 3.02.

  	
  Denominations

  	
  30

  
	
  Section 3.03.

  	
  Execution, Authentication, Delivery and Dating

  	
  30

  
	
  Section 3.04.

  	
  Temporary Securities

  	
  33

  
	
  Section 3.05.

  	
  Registration, Registration of Transfer and Exchange

  	
  33

  



 


i

















Table of
Contents


(Continued)


 


PAGE


 


	
  Section 3.06.

  	
  Mutilated, Destroyed, Lost and Stolen Securities

  	
  36

  
	
  Section 3.07.

  	
  Payment of Interest; Interest Rights Preserved

  	
  37

  
	
  Section 3.08.

  	
  Persons Deemed Owners

  	
  38

  
	
  Section 3.09.

  	
  Cancellation

  	
  38

  
	
  Section 3.10.

  	
  Computation of Interest

  	
  38

  
	
  Section 3.11.

  	
  CUSIP Number

  	
  39

  
	
  Section 3.12.

  	
  Wire Transfers

  	
  39

  
	
  Section 3.13.

  	
  Original Issue Discount

  	
  39

  
	
   

  	
   

  	
   

  
	
  Article
  4

  
	
  Satisfaction
  and Discharge

  
	
   

  
	
  Section 4.01.

  	
  Satisfaction and Discharge of Indenture

  	
  39

  
	
  Section 4.02.

  	
  Application of Trust Money

  	
  40

  
	
   

  	
   

  	
   

  
	
  Article
  5

  
	
  Remedies

  
	
   

  
	
  Section 5.01.

  	
  Events of Default

  	
  40

  
	
  Section 5.02.

  	
  Acceleration of Maturity; Rescission and Annulment

  	
  42

  
	
  Section 5.03.

  	
  Collection of Indebtedness and Suits for Enforcement by Trustee

  	
  43

  
	
  Section 5.04.

  	
  Trustee May File Proofs of Claim

  	
  44

  
	
  Section 5.05.

  	
  Trustee May Enforce Claims Without Possession of Securities

  	
  45

  
	
  Section 5.06.

  	
  Application of Money Collected

  	
  45

  
	
  Section 5.07.

  	
  Limitation on Suits

  	
  45

  
	
  Section 5.08.

  	
  Unconditional Right of Holders to Receive Principal, Premium and
  Interest

  	
  46

  
	
  Section 5.09.

  	
  Restoration of Rights and Remedies

  	
  46

  
	
  Section 5.10.

  	
  Rights and Remedies Cumulative

  	
  46

  
	
  Section 5.11.

  	
  Delay or Omission Not Waiver

  	
  47

  
	
  Section 5.12.

  	
  Control by Holders

  	
  47

  
	
  Section 5.13.

  	
  Waiver of Past Defaults

  	
  47

  
	
  Section 5.14.

  	
  Undertaking for Costs

  	
  47

  



 


ii

















Table of
Contents


(Continued)


 


PAGE


 


	
  Article
  6

  
	
  The
  Trustee

  
	
   

  
	
  Section 6.01.

  	
  Certain Duties and Responsibilities of the Trustee

  	
  48

  
	
  Section 6.02.

  	
  Notice of Defaults

  	
  48

  
	
  Section 6.03.

  	
  Certain Rights of Trustee

  	
  49

  
	
  Section 6.04.

  	
  Not Responsible for Recitals or Issuance of Securities

  	
  50

  
	
  Section 6.05.

  	
  May Hold Securities

  	
  50

  
	
  Section 6.06.

  	
  Money Held in Trust

  	
  50

  
	
  Section 6.07.

  	
  Compensation and Reimbursement

  	
  51

  
	
  Section 6.08.

  	
  Disqualification; Conflicting Interests

  	
  51

  
	
  Section 6.09.

  	
  Corporate Trustee Required; Eligibility

  	
  51

  
	
  Section 6.10.

  	
  Resignation and Removal; Appointment of Successor

  	
  52

  
	
  Section 6.11.

  	
  Acceptance of Appointment by Successor

  	
  53

  
	
  Section 6.12.

  	
  Merger, Conversion, Consolidation or Succession to Business

  	
  54

  
	
  Section 6.13.

  	
  Preferential Collection of Claims Against Company

  	
  55

  
	
  Section 6.14.

  	
  Appointment of Authenticating Agent

  	
  55

  
	
  Section 6.15.

  	
  Compliance with Tax Laws

  	
  56

  
	
   

  	
   

  	
   

  
	
  Article
  7

  
	
  Holders’
  Lists and Reports by Trustee and Company

  
	
   

  
	
  Section 7.01.

  	
  Company to Furnish Trustee Names and Addresses of Holders

  	
  57

  
	
  Section 7.02.

  	
  Preservation of Information; Communications to Holders

  	
  57

  
	
  Section 7.03.

  	
  Reports by Trustee

  	
  58

  
	
  Section 7.04.

  	
  Reports by Company

  	
  58

  
	
   

  	
   

  	
   

  
	
  Article
  8

  
	
  Consolidation,
  Merger, Lease, Sale or Transfer

  
	
   

  
	
  Section 8.01.

  	
  When Company May Merge, Etc

  	
  59

  
	
  Section 8.02.

  	
  Opinion of Counsel

  	
  60

  
	
  Section 8.03.

  	
  Successor Corporation Substituted

  	
  60

  



 


iii

















Table of
Contents


(Continued)


 


PAGE


 


	
  Article
  9

  
	
  Supplemental
  Indentures

  
	
   

  
	
  Section 9.01.

  	
  Supplemental Indentures without Consent of Holders

  	
  60

  
	
  Section 9.02.

  	
  Supplemental Indentures with Consent of Holders

  	
  61

  
	
  Section 9.03.

  	
  Execution of Supplemental Indentures

  	
  62

  
	
  Section 9.04.

  	
  Effect of Supplemental Indentures

  	
  63

  
	
  Section 9.05.

  	
  Conformity with Trust Indenture Act

  	
  63

  
	
  Section 9.06.

  	
  Reference in Securities to Supplemental Indentures

  	
  63

  
	
   

  	
   

  	
   

  
	
  Article
  10

  
	
  Covenants

  
	
   

  
	
  Section 10.01.

  	
  Payments of Securities

  	
  63

  
	
  Section 10.02.

  	
  Maintenance of Office or Agency

  	
  63

  
	
  Section 10.03.

  	
  Corporate Existence

  	
  64

  
	
  Section 10.04.

  	
  Payment of Taxes and Other Claims

  	
  64

  
	
  Section 10.05.

  	
  Maintenance of Properties

  	
  64

  
	
  Section 10.06.

  	
  Compliance Certificates

  	
  64

  
	
  Section 10.07.

  	
  Waiver of Stay, Extension or Usury Laws

  	
  65

  
	
  Section 10.08.

  	
  Money for Securities Payments to be Held in Trust

  	
  65

  
	
  Section 10.09.

  	
  Limitations on Liens

  	
  66

  
	
  Section 10.10.

  	
  Limitations on Sale and Lease-back Transactions

  	
  67

  
	
  Section 10.11.

  	
  Waiver of Certain Covenants

  	
  68

  
	
   

  	
   

  	
   

  
	
  Article
  11

  
	
  Redemption
  of Securities

  
	
   

  
	
  Section 11.01.

  	
  Applicability of Article

  	
  68

  
	
  Section 11.02.

  	
  Election to Redeem; Notice to Trustee

  	
  68

  
	
  Section 11.03.

  	
  Selection by Trustee of Securities to be Redeemed

  	
  68

  
	
  Section 11.04.

  	
  Notice of Redemption

  	
  69

  
	
  Section 11.05.

  	
  Deposit of Redemption Price

  	
  69

  
	
  Section 11.06.

  	
  Securities Payable on Redemption Date

  	
  70

  
	
  Section 11.07.

  	
  Securities Redeemed in Part

  	
  70

  



 


iv

















Table of
Contents


(Continued)


 


PAGE


 


	
  Article
  12

  
	
  Sinking
  Funds

  
	
   

  
	
  Section 12.01.

  	
  Applicability of Article

  	
  70

  
	
  Section 12.02.

  	
  Satisfaction of Sinking Fund Payments with Securities

  	
  71

  
	
  Section 12.03.

  	
  Redemption of Securities for Sinking Fund

  	
  71

  
	
   

  	
   

  	
   

  
	
  Article
  13

  
	
  Defeasance
  and Covenant Defeasance

  
	
   

  
	
  Section 13.01.

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

  	
  71

  
	
  Section 13.02.

  	
  Defeasance and Discharge

  	
  72

  
	
  Section 13.03.

  	
  Covenant Defeasance

  	
  72

  
	
  Section 13.04.

  	
  Conditions to Defeasance or Covenant Defeasance

  	
  72

  
	
  Section 13.05.

  	
  Deposited Money and Government Obligations to be Held in Trust

  	
  74

  
	
  Section 13.06.

  	
  Reinstatement

  	
  75

  



 


v

















 


THE
INTERPUBLIC GROUP OF COMPANIES, INC.


Reconciliation and tie
between Trust Indenture Act of 1939

and Indenture, dated as of [                               ],
2003


	
  Trust Indenture Act Section

  	
   

  	
  Indenture 

  Section

  	
   

  
	
  § 310

  	
  (a)(1)

  	
   

  	
  6.09

  	
   

  
	
   

  	
  (a)(2)

  	
   

  	
  6.09

  	
   

  
	
   

  	
  (a)(3)

  	
   

  	
  Not Applicable

  	
   

  
	
   

  	
  (a)(4)

  	
   

  	
  Not Applicable

  	
   

  
	
   

  	
  (b)

  	
   

  	
  6.08, 6.10

  	
   

  
	
  § 311

  	
  (a)

  	
   

  	
  6.13

  	
   

  
	
   

  	
  (b)

  	
   

  	
  6.13

  	
   

  
	
   

  	
  (b)(2)

  	
   

  	
  6.13

  	
   

  
	
  § 312

  	
  (a)

  	
   

  	
  7.01, 7.02(a)

  	
   

  
	
   

  	
  (b)

  	
   

  	
  7.02(b)

  	
   

  
	
   

  	
  (c)

  	
   

  	
  7.02(c)

  	
   

  
	
  § 313

  	
  (a)

  	
   

  	
  7.03(a)

  	
   

  
	
   

  	
  (b)

  	
   

  	
  7.03(a)

  	
   

  
	
   

  	
  (c)

  	
   

  	
  7.03(a), 7.03(b)

  	
   

  
	
   

  	
  (d)

  	
   

  	
  7.03(b)

  	
   

  
	
  § 314

  	
  (a)

  	
   

  	
  7.04, 10.06

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Not Applicable

  	
   

  
	
   

  	
  (c)(1)

  	
   

  	
  1.02

  	
   

  
	
   

  	
  (c)(2)

  	
   

  	
  1.02

  	
   

  
	
   

  	
  (c)(3)

  	
   

  	
  Not Applicable

  	
   

  
	
   

  	
  (d)

  	
   

  	
  Not Applicable

  	
   

  
	
   

  	
  (e)

  	
   

  	
  1.02

  	
   

  
	
  § 315

  	
  (a)

  	
   

  	
  6.01(a)

  	
   

  
	
   

  	
  (b)

  	
   

  	
  6.02, 7.03(a)

  	
   

  
	
   

  	
  (c)

  	
   

  	
  6.01(b)

  	
   

  
	
   

  	
  (d)

  	
   

  	
  6.01(c), 6.07

  	
   

  
	
   

  	
  (d)(1)

  	
   

  	
  6.01(a), 6.01(c)

  	
   

  
	
   

  	
  (d)(2)

  	
   

  	
  6.01(c)

  	
   

  
	
   

  	
  (d)(3)

  	
   

  	
  6.01(c)

  	
   

  
	
   

  	
  (e)

  	
   

  	
  5.14, 6.10(d)

  	
   

  
	
  § 316

  	
  (a)(1)(A)

  	
   

  	
  5.12

  	
   

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  5.02, 5.13

  	
   

  
	
   

  	
  (a)(2)

  	
   

  	
  Not Applicable

  	
   

  
	
   

  	
  (b)

  	
   

  	
  5.08

  	
   

  
	
   

  	
  (c)

  	
   

  	
  1.04(e)

  	
   

  
	
  § 317

  	
  (a)(1)

  	
   

  	
  5.03

  	
   

  
	
   

  	
  (a)(2)

  	
   

  	
  5.04

  	
   

  
	
   

  	
  (b)

  	
   

  	
  10.08

  	
   

  



 


1

















 


	
  Trust Indenture Act Section

  	
   

  	
  Indenture

  Section

  	
   

  
	
  § 318(a)

  	
   

  	
  1.07

  	
   

  



 


2

















 


INDENTURE, dated as of [                 ], 2003, between THE INTERPUBLIC GROUP OF COMPANIES,
INC., a Delaware corporation (herein called the “Company”), and THE BANK OF
NEW YORK, a New York banking corporation, as 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
senior unsecured debentures, notes or other evidences of indebtedness (herein
called the “Securities”), to be issued in one or more series as in this
Indenture provided.


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 ratable benefit of the Holders of the Securities,
as follows:


ARTICLE 1

Definitions And Other Provisions Of
General Application


SECTION 1.01.      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, or
defined by Commission rule and not otherwise defined herein, have the meanings
assigned to them therein;


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


(4)           the word “including” (and with
correlative meaning “include”) means including, without
limiting the generality of, any description preceding such term; and


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


“Act,” when used with respect to any Holder,
has the meaning specified in Section 1.04.


 


3

















 


“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.


“Attributable
Debt” when used
in connection with a Sale and Lease-Back Transaction means, at the time of
determination, the lesser of (a) the fair market value of the property involved
(as determined in good faith by the Company’s Board of Directors), (b) the
present value of the total net amount of rent required to be paid under the
lease during the remaining term thereof (including any renewal term or period
for which such lease has been extended) computed by discounting from the
respective due dates to such date such total net amount of rent at the rate of
interest set forth or implicit in the terms of such lease or (c) if the
obligation with respect to the Sale and Lease-Back Transaction constitutes an
obligation that is required to be classified and accounted for as a capitalized
lease for financial reporting purposes in accordance with generally accepted
accounting principles, the amount equal to the capitalized amount of such
obligation determined in accordance with generally accepted accounting
principles and included in the financial statements of the lessee. For purposes
of the foregoing definition, rent shall not include amounts required to be paid
by the lessee, whether or not designated as rent or additional rent, on account
of or contingent upon maintenance and repairs, insurance, taxes, assessments,
water rates and similar charges. In the case of any lease that is terminable by
the lessee upon the payment of a penalty, such net amount shall be the lesser
of the net amount determined assuming termination upon the first date such
lease may be terminated (in which case the net amount shall also include the
amount of the penalty, but no rent shall be considered as required to be paid
under such lease subsequent to the first date upon which it may be so
terminated) or the net amount determined assuming no such termination.


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


“Bankruptcy
Law” means Title
11, U.S. Code or any similar federal or state law for the relief of debtors.


“Board
of Directors”
means the board of directors of the Company; provided, however,
that when the context refers to actions or resolutions of the Board of
Directors, then the term “Board of Directors” shall also mean any
duly authorized committee of the Board of Directors of the Company authorized
to act with respect to any particular matter to exercise the power of the Board
of Directors of the Company.


“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.


 


4

















 


“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 of any series, means each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment are authorized or obligated by law or
regulation to close.


“Capital
Stock” means,
with respect to any Person, any and all shares, interests, participations,
warrants, rights, options or other equivalents (however designated) of capital
stock or any other equity interest of such Person, including each class of
common stock and preferred stock.


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


“Company” means the Person named as the “Company” in the first paragraph of
this 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 any two Officers, at least one of whom must be its Chairman of the
Board and President, its Chief Financial Officer, its Chief Accounting Officer,
its Treasurer, an Assistant Treasurer or its Controller, and delivered to the
Trustee.


“Consolidated
Net Worth” means,
at any date of determination, (a) total assets of the Company and its
Subsidiaries (including, without limitation, all items that are treated as
intangible in accordance with GAAP) at such date less (b) total liabilities of
the Company and its Subsidiaries (including, without limitation, all deferred
taxes) at such date, in each case determined on a consolidated basis and in
accordance with GAAP for such period; provided, however, that the term
“Consolidated Net Worth” shall not give effect to any cumulative translation
adjustments (whether positive or negative) at any such date.


“Corporate
Trust Office”
means the office of the Trustee at which at any particular time its corporate
trust business shall be principally administered, which office at the date
hereof is located at 101 Barclay Street, 8th Floor West, New York,
New York 10286; Attn: Corporate Trust Administration.


“covenant
defeasance” has
the meaning specified in Section 13.03.


“currency
unit” or “currency
units” shall mean any composite currency.


“Custodian” means any receiver, custodian, trustee,
assignee, liquidator, sequestrator or similar official under any Bankruptcy
Law.


 


5

















 


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


“Defaulted
Interest” has the
meaning specified in Section 3.07.


“defeasance” has the meaning specified in Section 13.02.


“Depositary” means, with respect to the Securities of
any series issuable or issued in whole or in part in the form of one or more
global Securities, the Person designated as Depositary by the Company pursuant
to Section 3.01, which must be a clearing
agency registered under the Exchange Act, until a successor Depositary shall
have become such pursuant to the applicable provisions of this Indenture, and
thereafter “Depositary” shall mean or include each Person who is then a
Depositary hereunder, and if at any time there is more than one such Person,
“Depositary” shall mean the Depositary with respect to the Securities of that
series.


“dollars” and “$” means lawful money of the United States
of America.


“Event
of Default” has
the meaning specified in Section 5.01.


“Exchange
Act” means the
Securities Exchange Act of 1934, as amended from time to time, and the rules
and regulations promulgated thereunder.


“GAAP” means such accounting principles as are
generally accepted in the United States of America on the date or time of any
computation required hereunder.


“Holder” or “Securityholder” means a Person in whose
name a Security is registered in the Security Register.


“Indebtedness” means, with respect to any Person
(without duplication for indebtedness or other obligations of such Person), any
indebtedness of such Person for money borrowed, whether incurred, assumed or
guaranteed, and including obligations under capitalized leases.


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


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


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


“Judgment
Currency” has the
meaning specified in Section 1.15.


 


6

















 


“L/C
Cash Deposit Account” means an interest bearing cash deposit account to be established and
maintained by Citibank N.A., as agent for the lenders under the 364-Day Credit
Agreement, dated May 15, 2003, entered into by and among the Company and a
syndicate of banks, over which the agent shall have sole dominion and control,
upon terms as may be satisfactory to the agent.


“lien” and “liens” have the meaning specified in
Section 10.09.


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


“New
York Banking Day”
has the meaning specified in Section 1.15.


“NYSE” means the New York Stock Exchange, Inc.


“Officer” means the Chairman of the Board and
President, any Vice President, the Chief Financial Officer, the Chief
Accounting Officer, the Treasurer, any Assistant Treasurer, the Controller, any
Assistant Controller, the Secretary or any Assistant Secretary of the Company.


“Officers’
Certificate”
means a certificate signed by any two Officers of the Company, at least one of
whom must be its Chairman of the Board and President, its Chief Financial
Officer, its Chief Accounting Officer, its Treasurer or its Controller, and
delivered to the Trustee.


“Opinion
of Counsel” means
a written opinion of counsel, who may be an employee of or counsel for the
Company, and who shall be reasonably 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 5.02.


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


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


(ii)           Securities, or portions thereof, for
whose payment or redemption money in the necessary amount has been theretofore
deposited with the Trustee or any Paying Agent (other than the Company) in
trust or set aside and segregated in trust by the Company (if the Company shall
act as its own Paying Agent) for the Holders of such Securities; provided
that, if such Securities are to be redeemed, 


 


7

















 


notice
of such redemption has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made;


(iii)          Securities which have been paid
pursuant to Section 3.06 or in exchange for or
in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Securities in respect of which
there shall have been presented to the Trustee proof satisfactory to it that
such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company; and


(iv)          Securities which have been defeased
pursuant to Section 13.02;


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 whether sufficient funds are available for redemption or for any
other purpose and for the purpose of making the calculations required by
Section 313 of the Trust Indenture Act, (a) the principal amount of any
Original Issue Discount Security that shall be deemed to be Outstanding for
such purposes shall be that portion of the principal amount thereof that could
be declared to be due and payable upon the occurrence of an Event of Default
and the continuation thereof pursuant to the terms of such Original Issue
Discount Security as of the date of such determination, (b) the principal
amount of a Security denominated in one or more foreign currencies or currency
units shall be the dollar equivalent, determined in the manner provided as
contemplated by Section 3.01 on the date of
original issuance of such Security, of the principal amount (or, in the case of
an Original Issue Discount Security, the dollar equivalent on the date of
original issuance of such Security of the amount determined as provided in (a)
above) of such Security, and (c) 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 relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which a Responsible Officer of the Trustee knows to be so owned
shall be so disregarded. Securities so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor.


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


“Permitted
Liens” means (a)
liens (including liens arising from sale and lease-back transactions) on
property or assets acquired or held by the Company or a Restricted Subsidiary
incurred to secure the payment of all or any part of the purchase price thereof
or to secure any Indebtedness incurred prior to, at the time of, or within 180
days after the acquisition for the purpose of financing all or any part of the
purchase price thereof, or 


 


8

















 


liens (including liens
arising from sale and lease-back transactions) on property or assets existing
at the time of acquisition thereof by the Company or a Restricted Subsidiary,
other than liens created in contemplation of such acquisition that were not
incurred for the purpose of financing all or any part of the purchase price
thereof, provided,
however,
that the lien does not extend to or cover any property or assets of any
character other than the property or assets being acquired; (b) liens on
property or assets of a Person, other than the Company or a Restricted
Subsidiary, existing at the time of acquisition of such property and assets by
the Company or a Restricted Subsidiary, provided, that the liens were not created
in contemplation of such acquisition and do not extend to any property or
assets of any character other than the property or assets being acquired; (c)
liens affecting property or assets of a person, other than the Company or any
Restricted Subsidiaries, existing at the time the person merges into or
consolidates with the Company or a Restricted Subsidiary or becomes a
Restricted Subsidiary or at the time of sale, lease or other disposition of the
property or assets as an entirety or substantially as an entirety to the
Company or a Restricted subsidiary, provided, however, that the liens were
not created in contemplation of the merger, consolidation or acquisition and do
not extend to any property or assets other than those of the person so merged
into or consolidated with, or acquired by, the Company or such Restricted
Subsidiary; (d) liens securing Indebtedness owing by a Restricted Subsidiary of
the Company to the Company or to a Restricted Subsidiary of the Company; (e)
liens existing on the date of initial issuance of the Securities of such
series; (f) liens in favor of the United States of America or any State,
territory or possession thereof (or the District of Columbia), or any
department, agency, instrumentality or political subdivision of the United
States of America or any state, territory or possession thereof (or the
District of Columbia), to secure partial, progress, advance or other payments;
(g) liens on any property to secure all or part of the cost of alteration,
repair or improvement thereon or Indebtedness incurred to provide funds for
such purpose in a principal amount not exceeding the cost of such improvements
or construction; (h) purchase money liens on personal property; (i) liens
created in connection with capitalized lease obligations, but only to the
extent that such liens encumber property financed by such capital lease
obligation and the principal component of such capitalized lease obligation is
not increased; (j) liens on property arising in connection with a securities
repurchase transaction; (k) liens (including judgment liens) arising in
connection with legal proceedings, taxes, fees, assessments or other
governmental charges, so long as such proceedings, taxes, fees, assessments or
other governmental charges are being contested in good faith and, in the case
of judgment liens, execution thereon is stayed and for which any reserves
required in accordance with generally accepted accounting principles have been
established; (l) carriers’, warehousemen’s, mechanics’, landlords’,
materialmens’, repairmens’ or other similar liens arising in the ordinary
course of business which are not overdue for a period of more than 90 days or
are being contested in good faith by appropriate proceedings diligently
pursued, provided,
however,
that (i) any proceedings commenced for the enforcement of such liens shall have
been stayed or suspended within 30 days of the commencement thereof and (ii)
provision for the payment of such liens has been made on the books of the
Company to the extent required by generally accepted accounting principles; (m)
easements, rights-of-way, zoning restrictions and other similar encumbrances
incurred in the ordinary course of business which, in the aggregate, are not 


 


9

















 


substantial in amount,
and which do not in any case materially detract from the value of the property
subject thereto or interfere with the ordinary conduct of the business of the Company
or any Restricted Subsidiary; (n) pledges or deposits to secure obligations
under workers’ compensation laws or other similar legislation (other than in
respect of employee benefit plans subject to the Employee Retirement Security
Act of 1974, as amended) or to secure public or statutory obligations; (o)
liens securing the performance of, or payment in respect of, bids, tenders,
government contracts (other than for the repayment of borrowed money), surety
and appeal bonds and other obligations of a similar nature incurred in the
ordinary course of business; (p) any interest or title of a lessor or sublessor
and any restriction or encumbrance to which the interest or title of such
lessor or sublessor may be subject that is incurred in the ordinary course of
business; (q) any extension, renewal, refinancing or replacement (or successive
extensions, renewals or replacements), in whole or in part, of any lien
referred to in the foregoing clauses (a) to (q), inclusive, provided,
however,
that any lien permitted by any of the foregoing clauses (a) through (q) shall
not extend to or cover any property of the Company or such Restricted
Subsidiary, as the case may be, other than the property specified in such
clauses and improvements thereto; (r) any contractual right of set-off or any
contractual right to charge or contractual security interest in or lien on the
accounts of the Company or a Restricted Subsidiary to effect the payment of
amounts to such depositary institution whether or not due and payable in respect
of any Indebtedness or financing arrangement and any other lien arising solely
by virtue of any statutory or common law provision relating to banker’s liens,
rights of set-off or similar rights; (s) liens arising in the ordinary course
of banking transactions and securing Indebtedness in an aggregate amount of not
more than $15,000,000 that matures not more than one year after the date on
which it is originally incurred; (t) any Liens on assets of Subsidiaries
organized outside of the United States in favor of lenders under short-term
working capital lines of credit entered into in the ordinary course of
business; and (u) any Lien arising out of the L/C Cash Deposit Account.


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


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


“Predecessor
Security” of any
particular Security means every previous Security evidencing all or a portion
of the same debt as that evidenced by such particular Security and, for the
purposes of this definition, any Security authenticated and delivered under
Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.


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


 


10

















 


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


“Registered
Security” means
any Security issued hereunder and registered in the Security Register.


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


“Required
Currency” has the
meaning specified in Section 1.15.


“Responsible
Officer,” shall
mean, when used with respect to the Trustee, any officer within the corporate
trust department of the Trustee, including any vice president, assistant vice
president, assistant treasurer, trust officer or any other officer of the
Trustee who customarily performs functions similar to those performed by the
Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of such person’s knowledge of and
familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.


“Restricted
Subsidiary” means
any Subsidiary, including its Subsidiaries, which meets any of the following
conditions: (a) the Company’s and its other Subsidiaries’ investments in and
advances to the Subsidiary exceed ten percent of the total assets of the
Company and its Subsidiaries consolidated as of the end of the most recently
completed fiscal year (for a proposed business combination to be accounted for
as a pooling of interests, this condition is also met when the number of shares
of common stock exchanged or to be exchanged by the Company exceeds ten percent
of the total number of shares of its common stock outstanding at the date the
combination is initiated); or (b) the Company’s and its other Subsidiaries’
proportionate share of the total assets (after intercompany eliminations) of
the Subsidiary exceeds ten percent of the total assets of the Company and its subsidiaries
consolidated as of the end of the most recently completed fiscal year; or (c)
the Company’s and its other Subsidiaries’ equity in the income from continuing
operations before income taxes, extraordinary items and cumulative effect of a
change in accounting principle of the Subsidiary exceeds ten percent of such
income of the Company and its subsidiaries consolidated for the most recently
completed fiscal year.


“Sale
and Lease-Back Transaction” means any arrangement with any Person providing for
the leasing by the Company or any Restricted Subsidiary of any assets, which
assets have been or are to be sold or transferred by the Company or such
Restricted Subsidiary to such Person, other than (a) any such transaction
involving a lease for a term of not more than three years, (b) any such
transaction between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries, or (c) any such transaction executed by the time of or
within one year after the latest of the acquisition, the completion of
construction or improvement or the commencement of commercial operation of such
assets.


 


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


“Security
Register” and “Security
Registrar” have the respective meanings specified in Section 3.05.


“Special
Record Date” for
the payment of any Defaulted Interest means a date fixed by the Trustee
pursuant to Section 3.07.


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


“Subsidiary” means, with respect to any Person, any
corporation, partnership, joint venture, limited or unlimited liability
company, trust or estate of which (or in which) more than fifty percent of:


(a)           the issued and outstanding shares of
capital stock having ordinary voting power to elect directors of such
corporation (irrespective of whether at the time shares of capital stock of any
other class or classes of such corporation shall or might have voting power
upon the occurrence of any contingency);


(b)           the interest in the capital or
profits of such limited or unlimited liability company, partnership or joint
venture; or


(c)           the beneficial interest in such trust
or estate is at the time, directly or indirectly, owned by such Person, by such
Person and one or more of its other Subsidiaries or by one or more of such
Person’s other Subsidiaries.


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


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


“U.S.
Government Obligations” means securities which are (i) direct obligations of the United States
of America for the payment of which its full faith and credit is pledged or
(ii) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America the timely payment of
which is unconditionally guaranteed by the full faith and credit of the United
States of 


 


12

















 


America which, in either
case, are not callable or redeemable at the option of the issuer thereof or otherwise
subject to prepayment, and shall also include a depository receipt issued by a
New York Clearing House bank or trust company as custodian with respect to any
such U.S. Government Obligation, or a specific payment of interest on or
principal of any such U.S. 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
held by the custodian in respect of the U.S. Government Obligation or the
specific payment of interest on or principal of the U.S. Government Obligation
evidenced by such depository receipt.


“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.”


SECTION 1.02.  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 condition or covenant provided for in this Indenture shall
include:


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


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


(c)           a statement that, in the opinion of
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


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


SECTION 1.03.  Form of Documents Delivered to Trustee.  In any case where several matters are
required to be certified by, or covered by an opinion of, any specified Person,
it is not necessary that all such matters be certified by, or covered by the
opinion of, only one such Person, or that they be so certified or covered by
only one document, but one such Person may certify or give an opinion with
respect to some matters and one 


 


13

















 


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 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.


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


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


SECTION 1.04.  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 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; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.01)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.


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


 


14

















 


authority of the Person executing the same, may also
be proved in any other manner which the Trustee deems sufficient.


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


(d)           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.


(e)           If the Company shall solicit from the
Holders 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, provided
that the Company may not set a record date for, and the provisions of this
paragraph shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the immediately following
paragraph. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after
such record date, but only the Holders of record at the close of business on
such record date shall be deemed to be Holders for the purposes of determining
whether Holders of the requisite proportion of Outstanding Securities have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for that purpose the
Outstanding Securities shall be computed as of such record date; provided
that no such authorization, agreement or consent by the Holders on such record
date shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record date.


(f)            The Trustee shall set a record date,
which shall not be more than 15 days prior to the date of commencement of
solicitation of such action contemplated by this section 1.04(f), for the
purpose of determining the Holders of Securities of any series entitled to join
in the giving or making of (i) any Notice of
Default, (ii) any declaration of acceleration
referred to in Section 5.02, (iii) any direction referred to in Section 5.12, (iv) any request to
institute proceedings referred to in Section 5.07(2),
or (v) any waiver of past defaults pursuant to
Section 5.13, in each case with respect to
Securities of such series. If such a record date is fixed pursuant to this
paragraph, the relevant action may be taken or 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 of Securities of a series for the
purpose of determining whether Holders of the requisite proportion of
Outstanding Securities of such series have authorized or agreed or consented to
such action, and for that purpose the Outstanding Securities of such series
shall be computed as of such record date; provided that no such action by Holders on
such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not 


 


15

















 


later than six months after the record date. Nothing
in this paragraph shall be construed to prevent the Trustee from setting a new
record date for any action for which a record date has been set pursuant to
this paragraph (whereupon the record date previously set shall automatically
and with no action by any Person be canceled and of no effect), and nothing in
this paragraph shall be construed to render ineffective any action taken by
Holders of the requisite principal amount of Outstanding Securities of the
relevant series on the date such action is taken. Promptly after any record
date is set pursuant to this paragraph, the Trustee, at the Company’s expense,
shall cause notice of such record date and the proposed action by Holders to be
given to the Company in writing and to each Holder of Securities of the
relevant series in the manner set forth in Section
1.06.


SECTION 1.05.  Notices, Etc., to Trustee and Company.  Any request, demand, authorization,
direction, notice, consent, waiver or Act of Holders or other document provided
or permitted by this Indenture to be made upon, given or furnished to, or filed
with,


(a)           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 101 Barclay Street, 8th
Floor West, New York, New York 10286, Attn: Corporate Trust Administration, or


(b)           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 Interpublic Group of Companies, Inc., 1271 Avenue
of the Americas, New York, New York 10020, Attention: Secretary, or at any
other address previously furnished in writing to the Trustee by the Company.


SECTION 1.06.  Notice to Holders; Waiver.  Where this Indenture or any Security
provides for notice to Holders of any event, such notice shall be deemed
sufficiently given (unless otherwise herein or in such Security expressly
provided) if in writing and mailed, first-class postage prepaid, to each 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
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 or the validity of the proceedings to
which such notice relates.


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


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.


 


16

















 


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


SECTION 1.07.  Conflict with Trust Indenture Act.  If any provision hereof limits, qualifies or
conflicts with another provision hereof which is required to be included or
deemed included in this Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that
may be so modified or excluded, such provision of the Trust Indenture Act shall
be deemed to apply to this Indenture as so modified or shall be excluded, as
the case may be.


SECTION 1.08.  Effect of Headings and Table of Contents.  The Article and Section headings herein and
the Table of Contents are for convenience only and shall not affect the
construction hereof.


SECTION 1.09.  Successors and Assigns.  All covenants and agreements in this
Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.


SECTION 1.10.  Separability Clause.  In case any provision in this Indenture or
in the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.


SECTION 1.11.  Benefits of Indenture.  Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.


SECTION 1.12.  Governing Law.  This Indenture and the Securities shall be
governed by and construed in accordance with the laws (other than the choice of
law provisions) of the State of New York.


SECTION 1.13.  Legal Holidays.  In any case where any Interest Payment Date,
Redemption Date, sinking fund payment date, Stated Maturity or Maturity of any
Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities
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
interest or principal (and premium, if any) need not be made at such Place of
Payment on such date, but may be made on the next succeeding Business Day or on
such other day as may be set out in the Officers’ Certificate pursuant to Section 3.01 at such Place of Payment with the same force
and effect as if made on the Interest Payment Date, Redemption Date, sinking
fund payment date, Stated Maturity or Maturity, as the case may be, provided
that no interest shall accrue on the amount so 


 


17

















 


payable 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, if payment is made on such next succeeding Business
Day or other day set out in such Officers’ Certificate.


SECTION 1.14.  No Recourse Against Others.  A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. Each Securityholder, by accepting a Security, waives and releases all
such liability. Such waivers and releases are part of the consideration for the
issuance of the Securities.


SECTION 1.15.  Judgment Currency.  The Company agrees, to the fullest extent
that it may effectively do so under applicable law, that
(a) if for the purpose of obtaining judgment in any court it is
necessary to convert the sum due in respect of the principal of, or premium or
interest, if any, on the Securities of any series (the “Required Currency”) into a
currency in which a judgment will be rendered (the “Judgment Currency”), the
rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in the City of New York the
Required Currency with the Judgment Currency on the New York Banking Day
preceding that on which a final unappealable judgment is given and (b) its obligations under this Indenture to make payments
in the Required Currency (i) shall not be discharged
or satisfied by any tender, or any recovery pursuant to any judgment (whether
or not entered in accordance with subsection (a)), in any currency other than
the Required Currency, except to the extent that such tender or recovery shall
result in the actual receipt, by the payee, of the full amount of the Required
Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional
cause of action for the purpose of recovering in the Required Currency the
amount, if any, by which such actual receipt shall fall short of the full
amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained
for any other sum due under this Indenture. For purposes of the foregoing, “New York
Banking Day” means any day except a Saturday, Sunday or a legal
holiday in the City of New York or a day on which banking institutions in the
City of New York are authorized or required by law or executive order to close.


SECTION 1.16.  Counterparts.  This instrument may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.


SECTION 1.17.  Waiver of Jury Trial.  Each of the Company and the Trustee hereby
irrevocably waives, to the fullest extent permitted by applicable law, any and
all rights to trial by jury in any legal proceeding arising out of or relating
to the Indenture, the Securities or the transactions contemplated hereby.


 


18

















 


ARTICLE 2

Security Forms


SECTION 2.01.  Forms Generally.  The Securities of each series shall be in
substantially the form set forth in this Article, or in such other form as
shall be established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the Officers executing such Securities,
as evidenced by their execution of the Securities. If the form of Securities of
any series is established by action taken pursuant to a Board Resolution, a
copy of an appropriate record of such action shall be certified by the
Secretary or an Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 3.03 for the authentication and delivery of such
Securities.


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


SECTION 2.02.  Form of Face
of Security.


[If the Security is an Original Issue Discount
Security, insert— FOR PURPOSES OF SECTION 1272 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT (AS DEFINED IN SECTION 1273(a)(1) OF THE CODE AND TREASURY REGULATION
SECTION 1.1273-1(a)) WITH RESPECT TO THIS SECURITY IS ________, THE ISSUE DATE
(AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION
1.1273-2(a)(2)) OF THIS SECURITY IS ________, THE ISSUE PRICE (AS DEFINED IN
SECTION 1273(b) OF THE CODE AND TREASURY REGULATION 1.1273-2(a)) OF THIS
SECURITY IS ________ AND THE YIELD TO MATURITY (AS DEFINED IN TREASURY
REGULATION SECTION 1.1272-1(b)) OF THIS SECURITY IS ________ — or insert other
legend required by the Internal Revenue Code and the regulations thereunder.


THE INTERPUBLIC GROUP OF
COMPANIES, INC.


.............................................


	
   

  	
  CUSIP No.
  _________

  
	
  No.
  _______

  	
  [$]_________

  



The Interpublic Group of Companies, Inc., a
corporation duly organized and existing under the laws of Delaware (herein
called the “Company,” which term includes any successor corporation under
the Indenture hereinafter referred to), for value received, 


 


19

















 


hereby promises to pay to
_______________, or registered assigns, the principal sum of _______________
[Dollars] on _______________ [if the Security is to bear interest prior to
Maturity, insert— and to pay interest thereon from _______________
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semi-annually on _______________ and _______________ in
each year [if other than semi-annual payments, insert frequency of payments and
payment dates], commencing _____________________, at [if the Security is to
bear interest at a fixed rate, insert— the rate of _____% per annum], [if the
Security is to bear interest at a variable or floating rate and if determined
with reference to an index, refer to description of index below] until the
principal hereof is paid or made available for payment [if applicable insert—, and
(to the extent that the payment of such interest shall be legally enforceable)
at the rate of _____% per annum on any overdue principal and premium and on any
overdue installment of interest]. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the __________ or __________
(whether or not a Business Day), as the case may be, next preceding such Interest
Payment Date. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture].


[If the Securities are floating or adjustable rate
securities with respect to which the principal of or any premium or interest
may be determined with reference to an index, insert the text of the floating
or adjustable rate provision.]


[If the Security is not to bear interest prior to
Maturity, insert— The principal of this Security shall not bear
interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity and in such case the
overdue principal of this Security shall bear interest at the rate of _____%
per annum (to the extent that the payment of such interest shall be legally
enforceable), which shall accrue from the date of such default in payment to
the date payment of such principal has been made or duly provided for. Interest
on any overdue principal shall be payable on demand. Any such interest on any
overdue principal that is not so paid on demand shall bear interest at the rate
of _____% per annum (to the extent that the payment of such interest shall be
legally enforceable), which shall accrue from the date of such demand for
payment to the date payment of such interest has been made or duly provided
for, and such interest shall also be payable on demand.]


Payment of the principal of (and premium, if any) and
[if
applicable, insert—any such] interest on this Security will be made
at the office or agency of the Company 


 


20

















 


maintained for that
purpose in _______________, in dollars [if applicable, insert—; provided,
however,
that at the option of the Company, payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register].


[If applicable, insert— So long as all of the
Securities of this series are represented by Securities in global form, the
principal of, premium, if any, and interest, if any, on this global Security
shall be paid in same day funds to the Depositary, or to such name or entity as
is requested by an authorized representative of the Depositary. If at any time
the Securities of this series are no longer represented by global Securities
and are issued in definitive certificated form, then the principal of, premium,
if any, and interest, if any, on each certificated Security at Maturity shall
be paid in same day funds to the Holder upon surrender of such certificated
Security at the Corporate Trust Office of the Trustee, or at such other place
or places as may be designated in or pursuant to the Indenture, provided
that such certificated Security is surrendered to the Trustee, or at such other
place or places as may be designated in or pursuant to the Indenture, provided
that such certificated Security is surrendered to the Trustee, acting as Paying
Agent, in time for the Paying Agent to make such payments in such funds in
accordance with its normal procedures. Payments of interest with respect to
such certificated Securities other than at Maturity may, at the option of the
Company, be made by check mailed to the address of the Person entitled thereto
as it appears on the Security Register on the relevant Regular or Special
Record Date or by wire transfer in same day funds to such account as may have
been appropriately designated to the Paying Agent by such Person in writing not
later than such relevant Regular or Special Record Date.]


Reference is hereby made to the further provisions of
this Security set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.


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


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


	
   

  	
  THE
  INTERPUBLIC GROUP OF COMPANIES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
  Attest:

  	
   

  



 


21

















 


	
   

  	
   

  	
  [SEAL]

  
	
   

  	
   

  
	
   

  	
  2003

  



 


SECTION 2.03.  Form of
Reverse of Security.


This Security is one of a duly authorized issue of
securities of the Company (herein called the “Securities”), issued and to
be issued in one or more series under an Indenture, dated as of
_______________, 2003 (herein called the “Indenture”), between the Company and The
Bank of New York, as Trustee (herein called the “Trustee,” which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [, limited in
aggregate principal amount to $__________].


[If applicable, insert— The Securities of
this series are subject to redemption upon not less than 30 nor more than 60
days’ notice by first class mail, [if applicable, insert— (1) on __________
in any year commencing with the year __________ and ending with the year
__________ through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time
[on or after __________, _____], as a whole or in part, at the election of the
Company, at the following Redemption Prices (expressed as percentages of the
principal amount):


If redeemed [on or before _______________, _____%, and
if redeemed] during the 12-month period beginning _______________ of the years
indicated,


	
  Year

  	
   

  	
  Redemption

  Price

  	
   

  	
  Year

  	
   

  	
  Redemption

  Price

  



 


and thereafter at a Redemption Price equal to _____%
of the principal amount, together in the case of any such redemption [if
applicable, insert— (whether through operation of the sinking fund
or otherwise)] with accrued and unpaid interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]


[If applicable, insert— The Securities of
this series are subject to redemption upon not less than 30 nor more than 60
days’ notice by first class mail, (1) on _______________ in any year commencing
with the year __________ and ending with the year __________ through operation
of the sinking fund for this series at the Redemption Prices for redemption
through operation of the sinking fund (expressed as 


 


22

















 


percentages of the
principal amount) set forth in the table below, and (2) at any time [on or
after __________], as a whole or in part, at the election of the Company, at
the Redemption Prices for redemption otherwise than through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in
the table below:


If redeemed during a 12-month period beginning
_________________ of the years indicated,


	
  Redemption Price

  for Redemption 

  Through Operation 

  of the 

  Sinking Fund

  	
   

  	
  Redemption Price 

  for Redemption 

  Otherwise Than 

  Through Operation 

  of the 

  Sinking Fund

  	
   

  	
  Year

  	
   

  



 


and thereafter at a Redemption Price equal to _____%
of the principal amount, together in the case of any such redemption (whether
through operation of the sinking fund or otherwise) with accrued and unpaid
interest to the Redemption Date, but interest installments whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holders
of such Securities, or one or more Predecessor Securities, of record at the
close of business on the relevant Record Dates referred to on the face hereof,
all as provided in the Indenture.]


[Notwithstanding the foregoing, the Company may not,
prior to __________, redeem any Securities of this series as contemplated by
[clause (2) of] the preceding paragraph as a part of, or in anticipation of,
any refunding operation by the application, directly or indirectly, of moneys
borrowed having an interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than _____% per annum.]


[The sinking fund for this series provides for the
redemption on __________ in each year beginning with the year _____ and ending
with the year _____ of [not less than] $_______________ [(“mandatory sinking fund”) and
not more than $____________] aggregate principal amount of Securities of this
series.] [Securities of this series acquired or redeemed by the Company
otherwise than through [mandatory] sinking fund payments may be credited
against subsequent [mandatory] sinking fund payments otherwise required to be
made—in the inverse order in which they become due.]


[In the event of redemption of this Security in part
only, a new Security or Securities of this series for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.]


 


23

















 


[If the Security is not an Original Issue Discount
Security, insert— If any Event of Default with respect to Securities
of this series shall occur and be continuing, the principal of the Securities
of this series may be declared due and payable in the manner and with the
effect provided in the Indenture.]


[If the Security is an Original Issue Discount
Security, insert— If an Event of Default with respect to Securities
of this series shall occur and be continuing, an amount of principal of the
Securities of this series may be declared due and payable in the manner and
with the effect provided in the Indenture. Such amount shall be equal —insert
formula for determining the amount. Upon payment (i) of the amount
of principal so declared due and payable and (ii) of interest on any overdue
principal and overdue interest (in each case to the extent that the payment of
such interest shall be legally enforceable), all of the Company’s obligations in
respect of the payment of the principal of and interest, if any, on the
Securities of this series shall terminate.]


[This Security is subject to defeasance as described
in the Indenture.]


The Indenture may be modified by the Company and the
Trustee without consent of any Holder with respect to certain matters as
described in the Indenture. In addition, the Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of a
majority in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall bind such Holder and all
future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.


As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the
principal of (and premium, if any) and interest on this Security are payable,
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more
new Securities of this series, of authorized denominations and for the same
Stated Maturity and aggregate principal amount, will be issued to the
designated transferee or transferees.


 


24

















 


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


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


Prior to due presentment of this 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 this Security is registered
as the owner hereof for all purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.


The Indenture imposes certain limitations on the
ability of the Company to, among other things, merge or consolidate with any
other Person or sell, assign, transfer or lease all or substantially all of its
properties or assets [If other covenants are applicable pursuant to the
provisions of Section 3.01, insert here].
All such covenants and limitations are subject to a number of important
qualifications and exceptions. The Company must report periodically to the
Trustee on compliance with the covenants in the Indenture.


A director, officer, employee or stockholder, as such,
of the Company shall not have any liability for any obligations of the Company
under this Security or the Indenture or for any claim based on, in respect of
or by reason of, such obligations or their creation. Each Holder, by accepting
a Security, waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of this Security.


[If applicable, insert— Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures (“CUSIP”), the Company has caused CUSIP numbers to be printed
on the Securities of this series as a convenience to the Holders of the
Securities of this series. No representation is made as to the correctness or
accuracy of such numbers as printed on the Securities of this series and
reliance may be placed only on the other identification numbers printed
hereon.]


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


This Security shall be governed by and construed in
accordance with the laws (other than the choice of law provisions) of the State
of New York.


ASSIGNMENT FORM


To assign this Security, fill in the form below: (I)
or (we) assign and transfer this Security to


 


25

















 


_____________________________________________

(Insert
assignee’s social security or tax I.D. number)

_____________________________________________

_____________________________________________

_____________________________________________

_____________________________________________

(Print or
type assignee’s name, address and zip code)


and irrevocably appoint
___________________________________ agent to transfer this Security on the
books of the Company. The agent may substitute another to act for him.


	
  Dated: 

  	
   

  	
  Your Signature:

  	
   

  
	
  (Sign
  exactly as your name appears on the other side of this Security)

  
	
   

  
	
  Signature
  Guaranty:

  	
   

  
	
   

  	
  [Signatures
  must be guaranteed by an “eligible guarantor institution” meeting the
  requirements of the Transfer Agent, which requirements will include
  membership or participation in STAMP or such other “signature guarantee
  program” as may be determined by the Transfer Agent in addition to, or in
  substitution for, STAMP, all in accordance with the Exchange Act.]

  



 


Social Security Number or

Taxpayer Identification Number:                                                                                                                                   


SECTION 2.04.  Form of Trustee’s Certificate of Authentication.  The Trustee’s certificate of authentication
shall be in substantially the following form:


Dated:    _______________


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


	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
  As Trustee

  
	
  By

  	
   

  
	
   

  	
  Authorized Signatory

  



 


SECTION 2.05.  Securities in Global Form.  If Securities of or within a series are
issuable in whole or in part in global form, then any such Security of such
series may provide that it shall represent the aggregate or a specified amount
of the Outstanding Securities of such series from time to time endorsed thereon
and may also provide that the aggregate amount of Outstanding Securities of
such series represented thereby may from time to time be reduced or increased
to reflect exchanges. Any endorsement of a Security in global form to reflect
the amount, or any increase or decrease in the amount, 


 


26

















 


or changes in the rights of Holders, of Outstanding
Securities represented thereby shall be made in such manner and upon
instructions given by such Person or Persons as shall be specified therein or
in the Company Order to be delivered to the Trustee pursuant to Section 3.03 or Section 3.04.  Subject to the provisions of Section 3.03 and, if applicable, Section 3.04, the Trustee shall deliver and redeliver any
Security in permanent global form in the manner and upon instructions given by
the Person or Persons specified therein or in the applicable Company
Order.  If a Company Order pursuant to
Section 3.03 or 3.04
has been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement or delivery or redelivery of a Security in global form
shall be in writing but need not comply with Section
1.02 and need not be accompanied by an Opinion of Counsel.


The provisions of the last paragraph of Section 3.03 shall apply to any Security represented by a
Security in global form if such Security was never issued and sold by the
Company and the Company delivers to the Trustee the Security in global form
together with written instructions (which need not comply with Section 1.02 and need not be accompanied by an Opinion of
Counsel) with regard to the reduction in the principal amount of Securities
represented thereby.


Notwithstanding the provisions of Sections 2.01 and 3.07,
unless otherwise specified as contemplated by Section
3.01, payment of principal of and premium, if any, and interest on any
Security in permanent global form shall be made to the Person or Persons
specified therein.


SECTION 2.06.  Form of Legend for the Securities in Global
Form.  Any Security in global
form authenticated and delivered hereunder shall bear a legend in substantially
the following form, or in such other form as may be necessary or appropriate to
reflect the arrangements with or to comply with the requirements of any
Depositary:


“THIS SECURITY IS IN
GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND
UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, THIS SECURITY MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.”


 


27

















 


ARTICLE 3

The Securities


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


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


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


(2)           the purchase price, denomination and
any limit upon the aggregate principal amount of the Securities of the series
which may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of the series pursuant to
Sections 3.04, 3.05, 3.06, 9.06 or 11.07);


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


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


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


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


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


(8)           the obligation, if any, of the
Company to redeem or purchase Securities of the series in whole or in part
pursuant to any sinking fund or 


 


28

















 


analogous provisions or
upon the happening of a specified event or at the option of a Holder thereof
and the period or periods within which, the price or prices at which, and the
other terms and conditions upon which Securities of the series shall be redeemed
or purchased, in whole or in part, pursuant to such obligation;


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


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


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


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


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


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


(15)         if either or both of Section 13.02 and Section 13.03
shall be inapplicable to the Securities of the series (provided that if no such
inapplicability shall be specified, then both Section
13.02 and Section 13.03 shall be
applicable to the Securities of the series);


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


 


29

















 


(17)         if the Securities of the series shall
be issued in whole or in part in global form, (i) the Depositary for such
global Securities, (ii) the form of any legend in addition to or in lieu of
that in Section 2.06 which shall be borne by
such global Security, (iii) whether beneficial owners of interests in any
Securities of the series in global form may exchange such interests for
certificated Securities of such series and of like tenor of any authorized form
and denomination, and (iv) if other than as provided in Section 3.05, the circumstances under which any such
exchange may occur;


(18)         if the Holders of the Securities of the
series may convert or exchange the Securities of the series into or for
securities of the Company or of other entities or other property (or the cash
value thereof), the specific terms of and period during which such conversion
or exchange may be made; and


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


All Securities of any one series shall be
substantially identical except as to denomination and except as may otherwise
be provided (i) by a Board Resolution, and (subject to Section 3.03) set forth, or determined in the manner
provided, in an Officers’ Certificate or (ii) in any such indenture
supplemental hereto. All Securities of any one series need not be issued at the
same time and, unless otherwise provided, a series may be reopened, without the
consent of the Holders, for issuances of additional Securities of such series.


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


SECTION 3.02.  Denominations.  The Securities of each series shall be
issuable in registered form without coupons in such denominations as shall be
specified as contemplated by Section 3.01. In
the absence of any such provisions with respect to the Securities of any
series, the Securities of such series shall be issuable in denominations of
$1,000 and any integral multiple thereof.


SECTION 3.03.  Execution, Authentication, Delivery and
Dating.  The Securities shall
be executed on behalf of the Company by its Chairman of the Board and
President, 


 


30

















 


Chief Financial Officer, Secretary or any Vice
President of the Corporation under its corporate seal reproduced thereon
attested by its Secretary or one of its Assistant Secretaries. The signature of
any of these officers on the Securities may be manual or facsimile. The seal of
the Company may be in the form of a facsimile thereof and may be impressed,
affixed, imprinted or otherwise reproduced on the Securities. Typographical and
other minor errors or defects in any such reproduction of the seal or any such
signature shall not affect the validity or enforceability of any Security that
has been duly authenticated and delivered by the Trustee.


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


At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Securities of any
series executed by the Company to the Trustee for authentication, together with
a Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and make such
Securities available for delivery. If the form or terms of the Securities of
the series have been established in or pursuant to one or more Board
Resolutions or in a supplemental indenture as permitted by Sections 2.01 and 3.01, 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 Sections 315(a) through (d) of the Trust
Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel
stating,


(a)           if the form of such Securities has
been established by or pursuant to a Board Resolution or in a supplemental
indenture as permitted by Section 2.01, that
such form has been established in conformity with the provisions of this
Indenture;


(b)           if the terms of such Securities have
been established by or pursuant to Board Resolution or in a supplemental
indenture as permitted by Section 3.01, that
such terms have been established in conformity with the provisions of this
Indenture; and


(c)           that such Securities, when
authenticated and delivered by the Trustee and issued by the Company in the
manner and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the Company, enforceable in
accordance with their terms, except to the extent enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and other similar laws affecting the enforcement of creditors’
rights generally and by the effect of general principles of equity (regardless
of whether enforceability is considered in a proceeding in equity or at law).


If such form or terms have been so established, the
Trustee shall not be required to authenticate such Securities if the issue of
such Securities pursuant to this Indenture will affect the Trustee’s own
rights, duties or immunities under the Securities and this 


 


31

















 


Indenture or otherwise in
a manner which is not reasonably acceptable to the Trustee, or in the written
opinion of counsel to the Trustee (which counsel may be an employee of the
Trustee) such authentication may not lawfully be made or would involve the
Trustee in personal liability.


Notwithstanding the provisions of Section 3.01 and of the immediately preceding paragraph, if
all Securities of a series are not to be originally issued at one time, it
shall not be necessary to deliver the Board Resolution and the Officers’
Certificate otherwise required pursuant to Section
3.01 or the Company Order and Opinion of Counsel otherwise required
pursuant to the second preceding paragraph at or prior to the time of
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.


If the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be
issued in whole or in part in the form of one or more global Securities, then
the Company shall execute and the Trustee shall, in accordance with this
Section and the Company Order with respect to the authentication and delivery
of such series, authenticate and deliver one or more Securities of such series
in global form that (i) shall be in an aggregate amount equal to the aggregate
principal amount of the Outstanding Securities of such series to be represented
by such Security or Securities in global form, (ii) shall be registered in the
name of the Depositary for such Security or Securities in global form or its
nominee, and (iii) shall be made available for delivery by the Trustee to such
Depositary or pursuant to such Depositary’s instruction.


Each Depositary designated pursuant to Section 3.01 for a Security in global form must, at the time
of its designation and at all times while it serves as Depositary, be a
clearing agency registered under the Exchange Act and any other applicable
statute or regulation. The Trustee shall have no responsibility to determine if
the Depositary is so registered. Each Depositary shall enter into an agreement
with the Trustee and the Company governing the respective duties and rights of
such Depositary, the Company and the Trustee with regard to Securities issued
in global form.


Unless otherwise provided for in the form of Security,
each Security shall be dated the date of its authentication.


No Security shall be entitled to any benefits 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 or an Authenticating Agent 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 3.09
together with a written statement (which need not comply with Section 1.02 and need not be 


 


32

















 


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 not be entitled to
the benefits of this Indenture.


SECTION 3.04.  Temporary Securities.  Pending the preparation of definitive
Securities of any series, the Company may execute, and upon Company Order the
Trustee shall authenticate and make available for delivery, temporary
Securities of such series 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 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, representing all or a portion of
the Outstanding Securities of such series.


Except in the case of temporary Securities in global
form (which shall be exchanged in accordance with the provisions thereof), 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, the Company shall execute and the Trustee shall
authenticate and make available for delivery in exchange therefor a like
principal amount of definitive Securities of the same series of authorized
denominations and of like tenor. Until so exchanged, the temporary Securities
of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.


SECTION 3.05.  Registration, Registration of Transfer and
Exchange.  The Company shall
cause to be kept at the Corporate Trust Office of the Trustee or in any office
or agency to be maintained by the Company in accordance with Section 10.02 in a Place of Payment a register (the register
maintained in such office and in any other office or agency of the Company in a
Place of Payment being herein sometimes collectively referred to as the “Security
Register”) in which, subject to such reasonable regulations as it
may prescribe, the Company shall provide for the registration of Securities and
of registration of transfers of Securities. The Trustee is hereby appointed “Security
Registrar” for the purpose of registering Securities and transfers
of Securities as herein provided.


Upon surrender for registration of transfer of any
Security of any series at the office or agency of the Company in a Place of
Payment for that series, the Company shall execute, and the Trustee shall
authenticate and make available for delivery, in the name of the designated
transferee or transferees, one or more new Securities of the same series, 


 


33

















 


of any authorized
denominations and of a like aggregate principal amount and Stated Maturity.


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


Each Security issued in global form authenticated
under this Indenture shall be registered in the name of the Depositary
designated for such series or a nominee thereof and delivered to such
Depositary or a nominee thereof or custodian therefor, and each such Security
issued in global form shall constitute a single Security for all purposes of
this Indenture.


Notwithstanding any other provision of this Section,
unless and until it is exchanged in whole or in part for Securities in
certificated form in the circumstances described below, a Security in global
form representing all or a portion of the Securities of a series may not be
transferred except as a whole by the Depositary for such series to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or
another nominee of such Depositary or by such Depositary or any such nominee to
a successor Depositary for such series or a nominee of such successor
Depositary.


If at any time the Depositary for the Securities of a
series notifies the Company that it is unwilling or unable to continue as
Depositary for the Securities of such series or defaults in the performance of
its duties as Depositary or if at any time the Depositary for the Securities of
such series shall no longer be eligible under Section
3.03, the Company shall appoint a successor Depositary with respect to
the Securities of such series. If a successor Depositary for the Securities of
such series is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company’s
selection pursuant to Section 3.01(17) shall no
longer be effective with respect to the Securities of such series and the
Company shall execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of certificated Securities of such series of like
tenor, shall authenticate and deliver Securities of such series of like tenor
in certificated form, in authorized denominations and in an aggregate principal
amount equal to the principal amount of the Security or Securities of such
series of like tenor in global form in exchange for such Security or Securities
in global form.


The Company may at any time in its sole discretion
determine that Securities issued in global form shall no longer be represented
by such a Security or Securities in global form. In such event the Company
shall execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of certificated Securities of such series of like
tenor, shall authenticate and deliver, Securities of such series of like tenor
in certificated form, in authorized denominations and in an aggregate principal
amount 


 


34

















 


equal to the principal
amount of the Security or Securities of such series of like tenor in global
form in exchange for such Security or Securities in global form.


If specified by the Company pursuant to Section 3.01 with respect to a series of Securities, the
Depositary for such series may surrender a Security in global form of such
series in exchange in whole or in part for Securities of such series in
certificated form on such terms as are acceptable to the Company and such
Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge,


(i)            to
each Person specified by such Depositary a new certified Security or Securities
of the same series of like tenor, of any authorized denomination as requested
by such Person in aggregate principal amount equal to and in exchange for such
Person’s beneficial interest in the Security in global form; and


(ii)           to
such Depositary a new Security in global form of like tenor in a denomination
equal to the difference, if any, between the principal amount of the
surrendered Security in global form and the aggregate principal amount of
certificated Securities delivered to Holders thereof.


Upon the exchange of a Security in global form for
Securities in certificated form, such Security in global form shall be canceled
by the Trustee. Securities issued in exchange for a Security in global form
pursuant to this Section shall be registered in such names and in such
authorized denominations as the Depositary for such Security in global form,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee. The Trustee shall deliver such Securities to the
Persons in whose names such Securities are so registered.


Whenever any Securities are 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.


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


Unless otherwise provided in the Securities to be
transferred or exchanged, 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 


 


35

















 


or exchange of
Securities, other than exchanges pursuant to Section
3.04, 9.06 or
11.07 not involving any transfer.


If the Securities of any series (or of any series and
specified tenor) are to be redeemed in part, the Company shall not be required
(i) to issue, register the transfer of or exchange Securities of such series
during a period beginning at the opening of business 15 days before the day of
the mailing of a notice of redemption of Securities of that series selected for
redemption under Section 11.03 and ending at
the close of business on the day of such mailing, or (ii) to register the
transfer of or exchange any Security so selected for redemption, in whole or in
part, except the unredeemed portion of any Security being redeemed in part.


The foregoing provisions relating to registration,
transfer and exchange may be modified, supplemented or superseded with respect
to any series of Securities by a Board Resolution or in one or more indentures
supplemental hereto.


SECTION 3.06.  Mutilated, Destroyed, Lost and Stolen
Securities.  If any mutilated
Security is surrendered to the Trustee, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Security of
the same series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.


If there shall be delivered to the Company and the
Trustee (i) evidence to their satisfaction of the destruction, loss or theft of
any Security 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 has been
acquired by a bona fide purchaser, the Company shall execute and upon its
written request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security of the same series and of
like tenor and principal amount and bearing a number not contemporaneously
outstanding.


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


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 issued pursuant to
this Section in lieu of any destroyed, lost or stolen Security shall constitute
an original additional contractual obligation of the Company, whether or not
the destroyed, lost or stolen Security 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 duly issued
hereunder.


 


36

















 


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.


SECTION 3.07.  Payment of Interest; Interest Rights
Preserved.  Interest on any
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 that Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest.


Any interest on any 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 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 Security of such series and the date of the proposed payment
(which shall be not less than 25 days after the receipt by the Trustee of such
notice, unless such Trustee shall consent to an earlier date), and at the same
time the Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
Clause provided. Thereupon the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than
10 days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record Date and,
in the name and at the expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to each Holder of
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 names the 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 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 


 


37

















 


Trustee of the proposed payment pursuant to this
Clause (2), such manner of payment shall be deemed practicable by the Trustee.


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


SECTION 3.08.  Persons Deemed Owners.  Prior to due presentment of a 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 Security is registered
as the owner of such Security for the purpose of receiving payment of principal
of, premium, if any, and (subject to Sections 3.05
and 3.07) interest 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.


None of the Company, the Trustee or any agent of the
Company or the Trustee shall have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interest of a Security in global form, or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interest. Notwithstanding the foregoing, with respect to any Security in global
form, nothing herein shall prevent the Company or 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 (or its nominee), as a
Holder, with respect to such Security in global form or impair, as between such
Depositary and owners of beneficial interests in such Security in global form,
the operation of customary practices governing the exercise of the right of
such Depositary (or its nominee) as holder of such Security in global form.


SECTION 3.09.  Cancellation.  All Securities surrendered for payment,
redemption, registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly canceled 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 all Securities so delivered shall be
promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. All canceled Securities shall
be held by the Trustee and may be destroyed (and, if so destroyed,
certification of their destruction shall be delivered to the Company, unless,
by a Company Order, the Company shall direct that canceled Securities be
returned to it).


SECTION 3.10.  Computation of Interest.  Except as otherwise specified as
contemplated by Section 3.01 for Securities of
any series, interest on the Securities of each series shall be computed on the
basis of a year comprised of twelve 30-day months.


 


38

















 


SECTION 3.11.  CUSIP Number.  The Company in issuing Securities of any
series may use a “CUSIP” number, and if so, the Trustee may use the CUSIP
number in notices of redemption or exchange as a convenience to Holders of such
series; provided,
that any such notice may state that no representation is made as to the
correctness or accuracy of the CUSIP number printed on the notice or on the
Securities of such series, and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the CUSIP number of any series of
Securities.


SECTION 3.12.  Wire Transfers.  Notwithstanding any other provision to the
contrary in this Indenture, the Company may make any payment of moneys required
to be deposited with the Trustee on account of principal of, or premium, if
any, or interest on the Securities (whether pursuant to optional or mandatory
redemption payments, interest payments or otherwise) by wire transfer of
immediately available funds to an account designated by the Trustee on or
before the date and time such moneys are to be paid to the Holders of the
Securities in accordance with the terms hereof.


SECTION 3.13.  Original Issue Discount.  The Company shall file with the Trustee
promptly at the end of each calendar year (i) a written notice specifying the
amount of original issue discount (including daily rates and accrual periods)
accrued on Outstanding Securities as of the end of such year (ii) such other
specific information relating to such original issue discount as may then be
relevant under the Internal Revenue Code of 1986, as amended from time to time.


ARTICLE 4

Satisfaction and Discharge


SECTION 4.01.  Satisfaction and Discharge of Indenture.  This Indenture shall cease to be of further
effect with respect to Securities of a particular series (except as to any
surviving rights of registration of transfer or exchange of Securities and
replacement of such Securities which may have been lost, stolen or mutilated as
herein expressly provided for or in the form of Security for such series), when
the Trustee, upon Company Request and at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture with respect to such Securities, when


(1)           either (a) all Securities of such
series theretofore authenticated and delivered (other than (i) Securities which
have been destroyed, lost or stolen and which have been replaced or paid as
provided in Section 3.06 and (ii) Securities of
such series for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust, as provided in Section 10.08) have been delivered to the Trustee for
cancellation; or (b) all such Securities not theretofore delivered to the
Trustee for cancellation (i) have become due and payable, or (ii) will become
due and payable at their Stated Maturity within one year, or (iii) are to be
called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by the 


 


39

















 


Trustee in the name, and at the expense, of the
Company, and the Company, in the case of (b)(i), (ii) or (iii) above, has
deposited with the Trustee as trust funds in trust for the purpose an amount,
in the currency or currencies or currency unit or units in which the Securities
of such series are payable, sufficient to pay and discharge the entire
indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for principal, premium, if any, and interest to the date of such
deposit (in the case of Securities which have become due and payable) or the
Stated Maturity or Redemption Date, as the case may be;


(2)           the Company has paid or caused to be
paid all other sums payable with respect to the Securities of such series
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 provided for herein relating to the satisfaction and
discharge of this Indenture with respect to the Securities of such series have
been complied with.


Notwithstanding the satisfaction and discharge of this
Indenture with respect to the Securities of any series, the obligations of the
Company to the Trustee under Section 6.07, the
obligations of the Company to any Authenticating Agent under Section 6.14 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 4.02 and the last paragraph of Section 10.08 shall survive.


SECTION 4.02.  Application of Trust Money.  Subject to the provisions of the last
paragraph of Section 10.08, all money deposited
with the Trustee pursuant to Section 4.01 shall be held in trust and applied by
it, in accordance with the provisions of the Securities and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with or received by the Trustee, but such
money need not be segregated from other funds except to the extent required by
law.


ARTICLE 5

Remedies


SECTION 5.01.  Events of Default.  “Event of Default,” wherever used herein
with respect to Securities of any series, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or to be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body):


(1)           the Company defaults in the payment
of interest on any Security of that series when such interest becomes due and
payable and the default continues for a period of 30 days; or


 


40

















 


(2)           the Company defaults in the payment
of the principal of, or premium, if any, on any Security of that series when
the same becomes due and payable at Maturity or on redemption or otherwise; or


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


(4)           the Company fails to observe or
perform in any material respect any of its other covenants, agreements or
warranties in the Securities of that series or this Indenture (other than a
covenant, agreement or warranty a default in whose performance or whose breach
is elsewhere in this Section specifically dealt with or which has expressly
been included in this Indenture solely for the benefit of a series of
Securities other than that series), and the failure to observe or perform
continues for the period and after the notice specified in the last paragraph
of this Section; or


(5)           an event of default, as defined in
any mortgage, indenture, or instrument under which there may be issued, or by
which there may be secured or evidenced, any Indebtedness of the Company
(including Securities of another series) (other than the Securities of such
series) (whether such Indebtedness now exists or shall hereafter be created or
incurred) shall occur and shall result in Indebtedness becoming or being
declared due and payable prior to the date on which it would otherwise become
due and payable, and such default in payment is not cured or such acceleration
shall not be rescinded or annulled within 10 days after written notice to the
Company from the Trustee or to the Company and to the Trustee from the Holders
of at least twenty-five percent in aggregate principal amount of the
Outstanding Securities of that series specifying such event of default and
requiring the Company to cure such default in payment or cause such
acceleration to be rescinded or annulled and stating that such notice is a “Notice of
Default” hereunder; provided, however, that it shall not
be an Event of Default if the principal amount of Indebtedness which is not
paid at maturity or the maturity of which is accelerated is equal to or less
than $20,000,000; provided  further that if, prior to a declaration of
acceleration of the maturity of the Securities of that series or the entry of
judgment in favor of the Trustee in a suit pursuant to Section 5.03, such default shall be remedied or cured by the
Company or waived by the holders of such Indebtedness, then the Event of
Default hereunder by reason thereof shall be deemed likewise to have been
thereupon remedied, cured or waived without further action upon the part of
either the Trustee or any of the Holders of the Securities of that series, and provided
further,
that, subject to Sections 6.01 and 6.02, the Trustee shall not be charged with
knowledge of any such default unless written notice of such default shall have
been given to the Trustee by the Company, by a holder or an agent of a holder
of any such Indebtedness, by the trustee then acting under any indenture or
other instrument under which such default shall have occurred, or by the
Holders of at least five percent in aggregate principal amount of the
Securities of that series at the time outstanding; or


(6)           the Company or any of its Restricted
Subsidiaries pursuant to or within the meaning of any Bankruptcy Law (A)
commences a voluntary case or proceeding under any Bankruptcy Law with respect
to itself, (B) consents to the entry of a judgment, decree or order for relief
against it in an involuntary case or proceeding under any 


 


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Bankruptcy Law, (C)
consents to or acquiesces in the institution of bankruptcy or insolvency
proceedings against it, (D) applies for, consents to or acquiesces in the
appointment of or taking possession by a Custodian of it or for all or
substantially all of its property, (E) makes a general assignment for the
benefit of its creditors or (F) takes any corporate action in furtherance of or
to facilitate, conditionally or otherwise, any of the foregoing; or


(7)           (i) a court of competent jurisdiction
enters a judgment, decree or order for relief in an involuntary case or
proceeding under any Bankruptcy Law which shall (A) approve as properly filed a
petition seeking reorganization, arrangement, adjustment or composition in
respect of the Company or any of its Restricted Subsidiaries, (B) appoint a
Custodian of the Company or any of its Restricted Subsidiaries or for all or
substantially all of its property or (C) order the winding-up or liquidation of
affairs of the Company or any of its Restricted Subsidiaries, and such
judgment, decree or order shall remain unstayed and in effect for a period of
90 consecutive days; or (ii) any bankruptcy or insolvency petition or
application is filed, or any bankruptcy or insolvency proceeding is commenced,
against the Company or any of its Restricted Subsidiaries and such petition,
application or proceeding is not dismissed or stayed within 60 days; or (iii) a
warrant of attachment is issued against any material portion of the property of
the Company or any of its Restricted Subsidiaries which is not released within
60 days of service; or


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


A Default under clause (4) above is not an Event of
Default until the Trustee or the Holders of at least twenty-five percent in
aggregate principal amount of the Outstanding Securities of that series notify
the Company of the Default and the Company does not cure the Default within 60
days after receipt of the notice. The notice must specify the Default, demand that
it be remedied and state that the notice is a “Notice of Default.” When a
Default under clause (4) above is cured within such 60-day period, it ceases to
be a Default.


SECTION 5.02.  Acceleration of Maturity; Rescission and
Annulment.  If an Event of Default
with respect to Securities of any series (other than an Event of Default
specified in clause (6) or (7) of Section 5.01)
occurs and is continuing, the Trustee by notice in writing to the Company, or
the Holders of at least twenty-five percent in aggregate principal amount of
the Outstanding Securities of that series by notice in writing to the Company
and the Trustee, may declare the unpaid principal of and accrued interest to
the date of acceleration (or, if the Securities of that series are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of that series) on all the Outstanding Securities of
that series to be due and payable immediately and, upon any such declaration,
the Outstanding Securities of that series (or specified principal amount) shall
become and be immediately due and payable.


If an Event of Default specified in clause (6) or (7)
of Section 5.01 occurs, all unpaid principal of
and accrued interest on the Outstanding Securities of that series (or 


 


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specified principal
amount) shall automatically become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder of any
Security of that series.


Upon payment of all such principal and interest, all
of the Company’s obligations under the Securities of that series and (upon
payment of the Securities of all series) this Indenture shall terminate, except
obligations under Section 6.07.


At any time after a declaration of acceleration of
Maturity with respect to Securities of any series has been made and before a
judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article provided, the Holders of a majority in
principal amount of the Outstanding Securities of that series by notice to the
Trustee may rescind an acceleration and its consequences if (i) all existing
Events of Default, other than the nonpayment of the principal of and interest on
the Securities of that series that has become due solely by such declaration of
acceleration, have been cured or waived, (ii) to the extent the payment of such
interest is lawful, interest on overdue installments of interest and overdue
principal that has become due otherwise than by such declaration of
acceleration have been paid, (iii) the rescission would not conflict with any
judgment or decree of a court of competent jurisdiction and (iv) all payments
due to the Trustee and any predecessor Trustee under Section 6.07 have been made.


SECTION 5.03.  Collection of
Indebtedness and Suits for Enforcement by Trustee.  The Company covenants that if:


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


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


(3)           default is made in the payment of any
sinking fund or analogous obligation when the same becomes due by the terms of
the Securities of any series, and any such default continues for any period of
grace provided with respect to the Securities of such series,


the Company will, upon demand of the Trustee, pay to
it, for the benefit of the Holders of such Securities, the whole amount then
due and payable on such Securities for principal (and premium, if any) and
interest and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal (and premium, if any) and on any
overdue interest, at the rate or rates prescribed therefor in such Securities,
and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.


 


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


If an Event of Default with respect to Securities of
any series occurs and is continuing, the Trustee may in its discretion proceed
to protect and enforce its rights and the rights of the Holders of Securities
of such series by such appropriate judicial proceedings as the Trustee 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 secure any other proper
remedy.


SECTION 5.04.  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 material property of the Company or of such
other obligor or their creditors, the Trustee (irrespective of whether the
principal of the Securities shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand on the Company for the payment of overdue principal or
interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise,


(i)            to file and prove a claim for the
whole amount of principal (and premium, if any) and interest owing and unpaid
in respect of the Securities and to file such other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and of the Holders allowed in such
judicial proceedings, 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
6.07.


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 


 


44

















 


Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.


SECTION 5.05.  Trustee May Enforce Claims Without
Possession of Securities. 
All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities 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 in respect of which such
judgment has been recovered.


SECTION 5.06.  Application of Money Collected.  Any money collected by the Trustee pursuant
to this Article in respect of the Securities of any series 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, premium, if any, or
interest, upon presentation of the Securities in respect of which moneys have
been collected and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:


First:
To the payment of all amounts due the Trustee under Section 6.07 applicable to such series;


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


Third:
To the Company.


The Trustee may fix a record date and payment date for
any payment to Holders pursuant to this Section 5.06.
At least ten (10) days before such record date, the Trustee shall mail to each
Holder and the Company a notice that states the record date, the payment date
and the amount to be paid.


SECTION 5.07.  Limitation on Suits.  No Holder of any Security of any series
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless:


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


(2)           the Holders of at least twenty-five
percent in principal amount of the Outstanding Securities of that series shall
have made written request to the Trustee to 


 


45

















 


institute proceedings in respect of such Event of
Default in its own name as Trustee hereunder;


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


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


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


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


SECTION 5.08.  Unconditional Right of Holders to Receive
Principal, Premium and Interest. 
Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of, premium, if any, and (subject to Section 3.07) interest on such Security on the Stated
Maturity or Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent
of such Holder.


SECTION 5.09.  Restoration of Rights and Remedies.  If the Trustee or any Holder has instituted
any proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company, the Trustee
and the Holders shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding has been instituted.


SECTION 5.10.  Rights and Remedies Cumulative.  Except as otherwise provided with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities
in the last paragraph of Section 3.06, no right or remedy herein conferred upon
or reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any 


 


46

















 


right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate right
or remedy.


SECTION 5.11.  Delay or Omission Not Waiver.  No delay or omission of the Trustee or of
any Holder of any Securities to exercise any right or remedy accruing upon any
Event of Default shall impair any such right or remedy or constitute a waiver
of any such Event of Default or an acquiescence therein. Every right and remedy
given by this Article or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.


SECTION 5.12.  Control by Holders.  The Holders of a majority in principal
amount of the Outstanding Securities of any series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Securities of such series, provided that:


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


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


(3)           subject to Section 6.01, the Trustee need not take any action which
might involve the Trustee in personal liability or be unduly prejudicial to the
Holders not joining therein.


SECTION 5.13.  Waiver of Past Defaults.  The Holders of not less than a majority in
principal amount of the Outstanding Securities of any series may by written
notice to the Trustee on behalf of the Holders of all the Securities of such
series waive any Default or Event of Default with respect to such series and
its consequences, except a Default or Event of Default


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


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


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


SECTION 5.14.  Undertaking for Costs.  All parties to this Indenture agree, and
each Holder of any Security by his acceptance thereof shall be deemed to have
agreed, 


 


47

















 


that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees and expenses, against
any party litigant in such suit, having due regard to the merits and good faith
of the claims or defenses made by such party litigant; but the provisions of
this Section shall not apply to any suit instituted by the Company, to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than ten percent in principal amount of
the Outstanding Securities of any series, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of or premium, if
any, or interest on any Security on or after the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on or after the
Redemption Date).


ARTICLE 6

The Trustee


SECTION 6.01.  Certain Duties and Responsibilities of the
Trustee.  (a)  Except during the continuance of an Event of
Default, the Trustee’s duties and responsibilities under this Indenture shall
be governed by Section 315(a) of the Trust Indenture Act.


(b)           In case an Event of Default has
occurred and is continuing, and is known to the Trustee, the Trustee shall
exercise the rights and powers vested in it by this Indenture, and shall use
the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person’s own
affairs.


(c)           None of the provisions of Section
315(d) of the Trust Indenture Act shall be excluded from this Indenture.


(d)           Every provision of this Indenture
which pertains to the Trustee shall be subject to this Section 6.01.


SECTION 6.02.  Notice of Defaults.  Within 90 days after the occurrence of any
Default or Event of Default with respect to the Securities of any series, the
Trustee shall give to all Holders of Securities of such series, as their names
and addresses appear in the Security Register, notice of such Default or Event
of Default known to the Trustee, unless such Default or Event of Default shall
have been cured or waived; provided, however, that, except in the
case of a Default or Event of Default in the payment of the principal of or
premium, if any, or interest on any Security of such series, the Trustee shall
be protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders of Securities of such series.


 


48

















 


SECTION 6.03.  Certain Rights of Trustee.  Subject to the provisions of the Trust
Indenture Act:


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


(b)           any request or direction of the
Company provided for 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;


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


(d)           the Trustee may consult with counsel
of its selection and may rely on the advice of such counsel or any Opinion of
Counsel in respect of any action taken, suffered or omitted by it hereunder in
good faith unless such reliance by the Trustee constitutes gross negligence or
willful misconduct;


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


(f)            the Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, approval or other paper or document, or the books
and records of the Company, unless requested in writing to do so by the Holders
of a majority in principal amount of the Outstanding Securities of any series; provided,
however,
that if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is not, in the opinion of the Trustee, reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require indemnity reasonably satisfactory to it against such costs,
expenses or liabilities as a condition to so proceeding; the reasonable expense
of every such investigation shall be paid by the Company or, if paid by the
Trustee, shall be repaid by the Company upon demand;


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


 


49

















 


(h)           the Trustee shall not be required to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of 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;


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


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


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


SECTION 6.04.  Not Responsible for Recitals or Issuance of
Securities.  The recitals
herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and neither
the Trustee nor any Authenticating Agent assumes any responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities, 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 or to be made by it in a Statement of Eligibility on Form
T-1 supplied to the Company are true and accurate. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.


SECTION 6.05.  May Hold Securities.  The Trustee, any Authenticating Agent, any
Paying Agent, any Security Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 6.08 and 6.13, 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 6.06.  Money Held in Trust.  Money held by the Trustee in trust hereunder
(including amounts held by the Trustee as Paying Agent) 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 upon in writing with the Company.


 


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SECTION 6.07.  Compensation
and Reimbursement.  The
Company agrees


(1)           to pay to the Trustee from time to
time such reasonable compensation as the Company and the Trustee shall from
time to time agree in writing 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 willful misconduct; and


(3)           to indemnify the Trustee for, and to
hold it harmless against, any and all loss, liability, damage, claim or
expense, including taxes (other than taxes based upon or determined or measured
by the income of the Trustee), incurred without negligence or willful
misconduct 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 Trustee shall have a lien prior to the Securities
as to all property and funds held by it hereunder for any amount owing to it or
any predecessor Trustee pursuant to this Section 6.07, except with respect to
funds held in trust for the benefit of the Holders of particular Outstanding
Securities.


When the Trustee incurs expenses or renders services
in connection with an Event of Default specified in Section 5.01(6) or Section 5.01(7),
the expenses (including the reasonable charges and expenses of its counsel) and
the compensation for the services are intended to constitute expenses of administration
under any applicable Bankruptcy Law.


The provisions of this Section 6.07 shall survive this Indenture and the
resignation or removal of the Trustee.


SECTION 6.08.  Disqualification; Conflicting Interests.  The Trustee shall be disqualified only where
such disqualification is required by Section 310(b) of the Trust Indenture Act.
Nothing shall prevent the Trustee from filing with the Commission the
application referred to in the second to last paragraph of Section 310(b) of
the Trust Indenture Act.


SECTION 6.09.  Corporate Trustee Required; Eligibility.  There shall at all times be a Trustee
hereunder which shall be eligible to act as Trustee under Section 310(a)(1) of
the Trust Indenture Act having a combined capital and surplus of at least $50,000,000
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 


 


51

















 


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. Neither the Company nor
any Person directly or indirectly controlling, controlled by, or under common
control with the Company may serve as Trustee. If at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter
specified in this Article.


SECTION 6.10.  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
6.11.


(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 6.11 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
Section 310(b) of the Trust Indenture Act 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 6.09 and shall fail to
resign after written request therefor by the Company or by any such Holder of a
Security who has been a bona fide Holder of a Security for at least six months;
or


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


then, in any such case, (i) the Company by a Board
Resolution may remove the Trustee with respect to all Securities, or (ii)
subject to Section 315(e) of the Trust Indenture Act, 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.


 


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If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of removal, the Trustee being removed may petition, at the expense
of the Company, any court of competent jurisdiction, for the appointment of a
successor Trustee with respect to the Securities of such series.


(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) and shall comply with the applicable requirements of Section 6.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section
6.11, become the successor Trustee with respect to the Securities of
such series and to that extent supersede the successor Trustee appointed by the
Company with respect to such Securities. 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 required by Section 6.11, 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 by mailing written notice of such event by first-class
mail, postage prepaid, to all Holders of Securities of such series as their
names and addresses appear in the Security Register. Each notice shall include
the name of the successor Trustee with respect to the Securities of such series
and the address of its Corporate Trust Office.


SECTION 6.11.  Acceptance of Appointment by Successor.  (a) 
In case of the appointment hereunder of a successor Trustee with respect
to all Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon payment
of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee and shall duly assign, transfer and 


 


53

















 


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


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


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


SECTION 6.12.  Merger, Conversion, Consolidation or
Succession to Business.  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 


 


54

















 


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, consolidation or
otherwise as permitted hereunder) 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.


SECTION 6.13.  Preferential Collection of Claims Against
Company.  The Trustee shall
comply with Section 311(a) of the Trust Indenture Act, excluding any creditor
relationship listed in Section 311(b) of the Trust Indenture Act. A Trustee who
has resigned or been removed shall be subject to Section 311(a) of the Trust
Indenture Act to the extent indicated therein.


SECTION 6.14.  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, and subject to the direction of, the Trustee to authenticate
Securities of such series issued upon exchange, registration of transfer or
partial redemption thereof or pursuant to Section 3.06,
and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. 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 $50,000,000 and
subject to supervision or examination by federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.


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


 


55

















 


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 accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the
Company and shall mail written notice of such appointment by first-class mail,
postage prepaid, to all Holders of Securities of the series with respect to
which such Authenticating Agent will serve, as their names and addresses appear
in the Security Register. 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 Company agrees to pay to each Authenticating Agent
from time to time reasonable compensation as negotiated between the Company and
such Authenticating Agent for its services under this Section.


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


Form of Authenticating Agent’s

Certificate of Authentication


Dated:    ____________________


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


	
   

  	
  THE
  BANK OF NEW YORK

  
	
   

  	
  As Trustee

  
	
   

  	
   

  
	
  By

  	
   

  
	
   

  	
  As Authenticating Agent

  
	
   

  	
   

  
	
  By

  	
   

  
	
   

  	
  Authorized
  Signatory

  



 


SECTION 6.15.  Compliance with Tax Laws.  The Trustee hereby agrees to comply with all
U.S. Federal income tax information reporting and withholding requirements
applicable to it with respect to payments of premium (if any) and interest on
the Securities of any series, whether acting as Trustee, Security Registrar,
Paying Agent or otherwise with respect to the Securities of any series.


 


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ARTICLE 7

Holders’ Lists and Reports by Trustee and Company


SECTION 7.01.  Company to Furnish Trustee Names and
Addresses of Holders.  The
Company will furnish or cause to be furnished to the Trustee:


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


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


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


SECTION 7.02.  Preservation of Information; Communications
to Holders.      
(a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders received
by the Trustee in its capacity as Security Registrar. The Trustee may destroy
any list furnished to it as provided in Section 7.01
upon receipt of a new list so furnished.


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


(i)            afford
such applicants access to the information preserved at the time by the Trustee
in accordance with Section 7.02(a); or


(ii)           inform
such applicants as to the approximate number of Holders whose names and
addresses appear in the information preserved at the time by the Trustee in
accordance with Section 7.02(a), and as to the
approximate cost of mailing to such Holders the form of proxy or other
communication, if any, specified in such application.


If the Trustee shall elect not to afford such
applicants access to such information, the Trustee shall, upon the written
request of such applicants, mail to each Holder whose 


 


57

















 


name and address appears
in the information preserved at the time by the Trustee in accordance with
Section 7.02(a) a copy of the form of proxy or
other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender the Trustee shall mail to such
applicants and file with the Commission, together with a copy of the material
to be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interest of the Holders or
would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies
of such material to all such Holders with reasonable promptness after the entry
of such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.


(c)           Every Holder of Securities, by
receiving and holding the same, agrees with the Company and the Trustee that
neither the Company nor the Trustee nor any agent of either of them shall be
held accountable by reason of the disclosure of any such information as to the
names and addresses of the Holders in accordance with Section 7.02(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 7.02(b).


SECTION 7.03.  Reports by Trustee.  (a) 
Within 60 days after May 15 of each year commencing with the year 2004,
the Trustee shall transmit by mail to all Holders of Securities as provided in
Section 313(c) of the Trust Indenture Act, a brief report dated as of May 15,
if required by and in compliance with Section 313(a) of the Trust Indenture
Act. The Trustee shall also comply with Section 313(b) of the Trust Indenture
Act.


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


SECTION 7.04.  Reports by Company.  The Company shall:


(1)           file with the Trustee, within 15 days
after the Company files the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of such portions
of any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act;
or, if the Company is not required to file information, documents or reports
pursuant to either of said Sections, then it shall file with the Trustee and
the Commission, in accordance with rules and regulations prescribed from time
to time by 


 


58

















 


the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13
of the Exchange Act in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such
rules and regulations; [to be confirmed with
Company]


(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)           furnish to the Trustee, on October 15
of each 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 paragraph, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided under this Indenture. Such certificate need not comply with Section 1.02.


Delivery of reports, information and documents to the
Trustee is for informational purposes only and the Trustee’s receipt of such
shall not constitute constructive notice of any information contained therein
or determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers’ Certificates).


ARTICLE 8

Consolidation, Merger, Lease, Sale or Transfer


SECTION 8.01.  When Company May Merge, Etc.  The Company shall not consolidate with, or
merge with or into, any other Person (whether or not the Company shall be the
surviving corporation), or convey, transfer or lease all or substantially all
of its properties and assets as an entirety or substantially as an entirety to
any Person or group of affiliated Persons, in one transaction or a series of
related transactions, unless:


(1)           either the Company shall be the
continuing Person or the Person (if other than the Company) formed by such
consolidation or with which or into which the Company is merged or the Person
(or group of affiliated Persons) to which all or substantially all the
properties and assets of the Company as an entirety or substantially as an
entirety are conveyed, transferred or leased shall be a corporation (or
constitute corporations) organized and existing under the laws of the United
States of America or any State thereof or the District of Columbia and shall
expressly assume, by an indenture supplemental hereto, executed and delivered
to the Trustee, in form satisfactory to the Trustee, all the obligations of the
Company under the Securities and this Indenture; and


(2)           immediately after giving effect to
such transaction or series of related transactions, no Event of Default, and no
Default, shall have occurred and be continuing.


 


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SECTION 8.02.  Opinion of Counsel.  The Company shall deliver to the Trustee
prior to the proposed transaction(s) covered by Section 8.01 an Officers’
Certificate and an Opinion of Counsel stating that the transaction(s) and such
supplemental indenture comply with this Indenture and that all conditions
precedent to the consummation of the transaction(s) under this Indenture have
been met.


SECTION 8.03.  Successor Corporation Substituted.  Upon any consolidation by the Company with
or merger by the Company into any other corporation or any conveyance, transfer
or lease of all or substantially all of the property and assets of the Company
in accordance with Section 8.01, the successor corporation formed by such
consolidation or into which the Company is merged or the successor corporation
or affiliated group of corporations to which such lease, sale, assignment or
transfer is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture with the same effect
as if such successor corporation or corporations had been named as the Company
herein, and thereafter, except in the case of a lease, the predecessor
corporation or corporations shall be relieved of all obligations and covenants
under this Indenture and the Securities and in the event of such conveyance or
transfer, except in the case of a lease, any such predecessor corporation may
be dissolved and liquidated.


ARTICLE 9

Supplemental Indentures


SECTION 9.01.  Supplemental Indentures without Consent of
Holders.  Without notice to
or the consent of any Holders, the Company, when authorized by 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 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
if such covenants are to be for the benefit of less than all series of
Securities, stating that such covenants are expressly being included solely for
the benefit of such series) or to surrender any right or power herein conferred
upon the Company; or


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


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


 


60

















 


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


(6)           to secure the Securities; or


(7)           to establish the form or terms of
Securities of any series as permitted by Sections 2.01
and 3.01; 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 6.11(b); or


(9)           to cure any ambiguity, defect or
inconsistency or to correct or supplement any provision herein which may be
inconsistent with any other provision herein; or


(10)         to make any change that does not
materially adversely affect the interests of the Holders of Securities of any
series; or


(11)         to add guarantees with respect to any
or all of the Securities; or


(12)         to provide for uncertificated
Securities in addition to or in place of certificated Securities (provided
that the uncertificated Securities are issued in registered form for purposes
of Section 163(f) of the Internal Revenue Code or in a manner such that the
uncertificated Securities are described in Section 163(f)(2)(B) of such Code).


Upon request of the Company, accompanied by a Board
Resolution authorizing the execution of any such supplemental indenture, and
upon receipt by the Trustee of the documents described in (and subject to the
last sentence of) Section 9.03, the Trustee
shall join with the Company in the execution of any supplemental indenture
authorized or permitted by the terms of this Indenture.


SECTION 9.02.  Supplemental Indentures with Consent of
Holders.  With the written
consent of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of each series affected by such supplemental indenture
(with the Securities of each series voting as a class), by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee shall, subject to Section
9.03, enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the
rights of the Holders of Securities of such series under this Indenture; provided,
however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,


 


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(1)           change the Stated Maturity of the
principal of, or premium, if any, or any installment of principal of or
premium, if any, or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the
redemption, repurchase or repayment thereof, or change the manner in which the
amount of any principal thereof or premium, if any, or interest thereon is
determined, or reduce the amount of the principal of any Original Issue
Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the
coin or currency or currency unit in which, any Security or any premium or
interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or, in
the case of redemption, on or after the Redemption Date);


(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 or Defaults or Events of Default hereunder and their
consequences provided for in this Indenture; or


(3)           change the redemption provisions
(including Article 11) hereof in a manner
adverse to such Holder; or


(4)           modify any of the provisions of this
Section, Section 5.13 or Section 10.11, except to increase any such percentage or to
provide that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each Outstanding Security affected
thereby; provided,
however,
that this clause shall not be deemed to require the consent of any Holder with
respect to changes in the references to “the Trustee” and concomitant changes
in this Section and Section 10.11, or the
deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8).


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


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 9.03.  Execution of Supplemental Indentures.  The Trustee shall sign any supplemental
indenture authorized pursuant to this Article, subject to the last sentence of
this Section 9.03. In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this
Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an
Officers’ Certificate and an Opinion of Counsel stating that the execution of
such supplemental indenture is 


 


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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 9.04.  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 9.05.  Conformity with Trust Indenture Act.  Every supplemental indenture executed
pursuant to this Article shall conform to the requirements of the Trust
Indenture Act as then in effect.


SECTION 9.06.  Reference in Securities to Supplemental
Indentures.  Securities of
any series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for
in such supplemental indenture. If the Company shall so determine, new Securities
of any series so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.


ARTICLE 10

Covenants


SECTION 10.01.  Payments of Securities.  With respect to each series of Securities,
the Company will duly and punctually pay the principal of (and premium, if any)
and interest on such Securities in accordance with their terms and this
Indenture, and will duly comply with all the other terms, agreements and
conditions contained in, or made in the Indenture for the benefit of, the
Securities of such series.


SECTION 10.02.  Maintenance of Office or Agency.  The Company will maintain an office or
agency in each Place of Payment where Securities may be surrendered for
registration of transfer or exchange or for presentation for payment, where
notices and demands to or upon the Company in respect of the Securities and
this Indenture may be served. The Company will give prompt written notice to
the Trustee of the location, and any change in 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 address of the Trustee as set forth in Section
1.05 hereof.


The Company may also from time to time designate one
or more other offices or agencies where the Securities may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations. 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.


 


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SECTION 10.03.  Corporate Existence.  Subject to Article
8 hereof, 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 that
of each of its Subsidiaries and the rights (charter and statutory), licenses
and franchises of the Company and its Subsidiaries; provided, however,
that (a) the Company shall not be required to
preserve any such right, license or franchise or the corporate existence of any
of its Subsidiaries if the Board of Directors, or the board of directors of the
Subsidiary concerned, as the case may be, shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company or
any of its Subsidiaries, and (b) nothing herein
contained shall prevent any Subsidiary of the Company from liquidating or
dissolving, or merging into, or consolidating with the Company (provided
that the Company shall be the continuing or surviving corporation) or with any
one or more other Subsidiaries if the Board of Directors or the board of
directors of the Subsidiary concerned, as the case may be, shall so determine.


SECTION 10.04.  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 Subsidiary or upon the income, profits or property of the
Company or any Subsidiary, and (2) all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a material lien upon the
property of the Company or any 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 and for which adequate
provision has been made.


SECTION 10.05.  Maintenance of Properties.  The Company will cause all material
properties used or useful in the conduct of its business or the business of any
of its Subsidiaries to be maintained and kept in good condition, repair and
working order (normal wear and tear excepted) 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 the Company from discontinuing the
operation or maintenance of any of such properties, or disposing of any of
them, if such discontinuance or disposal is, in the judgment of the Board of
Directors or of the board of directors of the Subsidiary concerned, as the case
may be, desirable in the conduct of the business of the Company or any
Subsidiary of the Company.


SECTION 10.06.  Compliance Certificates.  (a) The Company shall deliver to the Trustee
within 90 days after the end of each fiscal year of the Company (which fiscal
year currently ends on December 31), an Officers’ Certificate stating whether
or not the signer knows of any Default or Event of Default by the Company that
occurred prior to the end of the fiscal year and is then continuing. If the
signer does know of such a Default or Event of Default, the certificate shall
describe each such Default or Event of Default and its status and the specific
section or sections of this Indenture in connection with 


 


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which such Default or Event of Default has occurred.
The Company shall also promptly notify the Trustee in writing should the
Company’s fiscal year be changed so that the end thereof is on any date other
than the date on which the Company’s fiscal year currently ends. The
certificate need not comply with Section 1.02
hereof, but shall comply with Section 314(a)(4) of the Trust Indenture Act.


(b)           The Company shall deliver to the
Trustee, within 10 days after the occurrence thereof, notice of any
acceleration which with the giving of notice and the lapse of time would be an
Event of Default within the meaning of Section 5.01(5)
hereof.


(c)           The Company shall deliver to the
Trustee forthwith upon becoming aware of a Default or Event of Default (but in
no event later than 10 days after the occurrence of each Default or Event of
Default that is continuing), an Officers’ Certificate setting forth the details
of such Default or Event of Default and the action that the Company proposes to
take with respect thereto and the specific section or sections of this
Indenture in connection with which such Default or Event of Default has
occurred.


SECTION 10.07.  Waiver of Stay, Extension or Usury 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, and will actively resist any and all efforts to be
compelled to take the benefit or advantage of, any stay or extension law or any
usury law or other law, which would prohibit or forgive the Company from paying
all or any portion of the principal of and/or interest on the Securities as
contemplated herein, wherever enacted, now or at any time hereafter in force,
or which may affect the covenants or the performance of this Indenture; and (to
the extent that it may lawfully do so) the Company 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.


SECTION 10.08.  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, it will, on or before each due date of the principal of (and
premium, if any) or interest on any of the Securities of that series, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal (and premium, if any) or interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of its action or failure
so to act.


Whenever the Company shall have one or more Paying
Agents for any series of Securities, it will, prior to 10:00 a.m. at each Place
of Payment on each due date of the principal of (and premium, if any) or
interest on any Securities of that series, deposit with a Paying Agent a sum
sufficient to pay the principal (and premium, if any) or interest so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
to so act.


 


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


(1)           hold all sums held by it for the
payment of the principal of (and premium, if any) or interest on Securities of
that 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 that
series) in the making of any payment of principal (and premium, if any) or interest
on the Securities of that 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 such sums
were held by the Company or such Paying Agent; and, upon such payment by any
Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.


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


SECTION 10.09.  Limitations on Liens.  Unless the terms of a particular series of
Securities otherwise provide, so long as any Securities of such series remain
Outstanding, the Company will not, nor will it permit any Restricted Subsidiary
to, issue, incur, create, assume or guarantee any Indebtedness secured by a
mortgage, security interest, pledge, lien, charge or other encumbrance
(mortgages, security interests, pledges, liens, charges 


 


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and other encumbrances
being hereinafter in this Article 10 referred
to as “lien”
or “liens”)
upon any assets of the Company or any Restricted Subsidiary (whether such
assets are now existing or owned or hereafter created or acquired) without in
any such case effectively providing concurrently with the issuance, incurrence,
creation, assumption or guaranty of any such Indebtedness that the Securities
of such series (together with, if the Company shall so determine, any other
indebtedness of or guarantee by the Company or such Restricted Subsidiary
ranking equally with the Securities of such series and then existing or
thereafter created) shall be secured equally and ratably with (or, at the
Company’s option, prior to) such secured Indebtedness until such time as such Indebtedness
is no longer secured by a lien. The preceding sentence shall not require the
Company to secure any Securities of such series if the lien consists of either
of the following:


(a)           Permitted Liens; or


(b)           liens securing Indebtedness if, after
giving pro forma effect to the incurrence, creation, assumption or guaranty of
such Indebtedness (and the receipt and application of the proceeds thereof) or
the securing of outstanding Indebtedness, the sum of (without duplication) (i) the aggregate principal amount of all such
Indebtedness of the Company and its Subsidiaries secured by liens (other than
Permitted Liens) upon the assets of the Company or any Restricted Subsidiary
or, if less, the fair market value of the property subject to such lien, as
determined in good faith by the Board of Directors and (ii)
all Attributable Debt in respect of Sale and Lease-Back Transactions not
otherwise permitted under the first sentence of Section 10.11, at the time of
determination does not exceed fifteen percent of Consolidated Net Worth.


SECTION 10.10.  Limitations on Sale and Lease-back
Transactions.  Unless the
terms of a particular series of Securities otherwise provide, so long as any
Securities of such series remain Outstanding, the Company will not, nor will it
permit any Restricted Subsidiary to, enter into any Sale and Lease-Back
Transaction for a term of more than three years unless (a)
the assets subject to the Sale and Lease-back Transaction have not been owned
by the Company or a Restricted Subsidiary or have not been in full operation
for more than one year prior to the Sale and Lease-back Transaction or (b) the Company or such Restricted Subsidiary would be
entitled to incur Indebtedness secured by a lien on such assets in an amount at
least equal to the Attributable Debt with respect to such Sale and Lease-Back
Transaction without equally and ratably securing the Securities of such series
pursuant to Section 10.10 or (c) the Company, within
180 days after the effective date of such Sale and Lease-Back Transaction,
applies an amount equal to the value of such assets to the defeasance or
retirement (other than any mandatory retirement, mandatory prepayment or
sinking fund payment or by way of payment at maturity) of Securities or other
Indebtedness of the Company or a Restricted Subsidiary that matures more than
one year after the creation of such Indebtedness or to the purchase,
construction or development of other comparable property or
(d) the transaction is between the Company and one of its Restricted
Subsidiaries.  Notwithstanding the
foregoing, the Company and its Restricted Subsidiaries shall be allowed to
enter into Sale and Lease-back Transactions if, after giving pro forma effect
to such Sale and Lease-back Transaction (and the receipt and application of
proceeds thereof) the sum of (without 


 


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duplication) (i) the
aggregate principal amount of all Indebtedness of the Company and its
Subsidiaries secured by liens (other than Permitted Liens) upon the assets of
the Company or any Restricted Subsidiary or, if less, the fair market value of
the property subject to such lien, as determined in good faith by the Board of
Directors and (ii) all Attributable Debt in respect
of Sale and Lease-Back Transactions not otherwise permitted under the first
sentence of this Section 10.11, at the time of determination does not exceed
fifteen percent of Consolidated Net Worth.


SECTION 10.11.  Waiver of Certain Covenants.  The Company may omit in any particular
instance to comply with any term, provision or condition set forth in Sections 10.09 or 10.10 with
respect to the Securities of any series if before the time for such compliance
the Holders of not less than a majority in principal amount of the Outstanding
Securities of such series shall, by Act or such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.


ARTICLE 11

Redemption of Securities


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


SECTION 11.02.  Election to Redeem; Notice to Trustee.  The election of the Company to redeem any
Securities shall be evidenced by a Board Resolution. In case of any redemption
at the election of the Company of the Securities of any series, the Company
shall, at least 30 and not more than 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. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers’ Certificate evidencing
compliance with such restriction.


SECTION 11.03.  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 less than 90 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities of such series not
previously called for redemption, substantially pro rata, by lot or by any
other method as the Trustee considers fair and appropriate and that complies
with the requirements of the principal national securities exchange, if any, on
which such Securities are listed, and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal 


 


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amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series; provided
that in case the Securities of such series have different terms and maturities,
the Securities to be redeemed shall be selected by the Company and the Company
shall give notice thereof to the Trustee.


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 the 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 11.04.  Notice of Redemption.  Notice of redemption shall be given by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the Redemption Date, to each Holder of Securities to be redeemed,
at his address appearing in the Security Register.


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 will become due and payable upon each such Security to be
redeemed and, if applicable, that interest thereon will cease to accrue on and
after said date;


(5)           the place or places where such
Securities are to be surrendered for payment of the Redemption Price;


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


(7)           the CUSIP number, if any, of the
Securities to be redeemed.


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 made at least five Business Days prior to the date upon which such
notice is to be mailed, by the Trustee in the name and at the expense of the
Company.


SECTION 11.05.  Deposit of Redemption Price.  Prior to 10:00 a.m. at each Place of Payment
on any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold 


 


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in trust as provided in Section 10.08) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date.


Unless any Security by its terms prohibits any sinking
fund payment obligation from being satisfied by delivering and crediting
Securities (including Securities redeemed otherwise than through a sinking
fund), the Company may deliver such Securities to the Trustee for crediting
against such payment obligation in accordance with the terms of such Securities
and this Indenture.


SECTION 11.06.  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, and from and
after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Securities shall cease to bear
interest. Upon surrender of any such Security for redemption in accordance with
said notice, such Security shall be paid by the Company at the Redemption
Price, together with accrued interest to the Redemption Date; provided,
however,
that installments of interest whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
relevant Regular or Special Record Dates according to their terms and the
provisions of Section 3.07.


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


SECTION 11.07.  Securities Redeemed in Part.  Any Security which is to be redeemed only in
part shall be surrendered at an office or agency of the Company at a Place of
Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and Stated Maturity, 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 12

Sinking Funds


SECTION 12.01.  Applicability of Article.  The provisions of this Article shall be
applicable to any sinking fund for the retirement of Securities of a series,
except as otherwise specified as contemplated by Section 3.01 for Securities of such series.


The minimum amount of any sinking fund payment
provided for by the terms of Securities of any series is herein referred to as
a “mandatory
sinking fund payment,” 


 


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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
sinking fund payment may be subject to reduction as provided in Section 12.02. 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 12.02.  Satisfaction of Sinking Fund Payments with
Securities.  The Company (1)
may deliver Securities of a series (other than any Securities previously called
for redemption) and (2) may apply as a credit Securities of a 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 sinking fund payment with respect to the Securities
of such series required to be made pursuant to the terms of such Securities as
provided for by the terms of such series; provided that such Securities have not
been previously so credited. Such Securities shall be received and credited for
such purpose by the Trustee at the Redemption Price specified in such Securities
for redemption through operation of the sinking fund and the amount of such
sinking fund payment shall be reduced accordingly.


SECTION 12.03.  Redemption of Securities for Sinking Fund.  Not less than 45 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 and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 12.02
and will also deliver to the Trustee any Securities to be so delivered (which
have not been previously delivered). Not less than 30 days before each such
sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section 11.03 and cause notice of the redemption thereof to
be given in the name of and at the expense of the Company in the manner
provided in Section 11.04. Such notice having
been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 11.06 and 11.07.


ARTICLE 13

Defeasance and Covenant Defeasance


SECTION 13.01.  Applicability of Article; Company’s Option
to Effect Defeasance or Covenant Defeasance.  Unless pursuant to Section 3.01 provision is made for the inapplicability of
either or both of (a) defeasance of the Securities
of a series under Section 13.02 or (b) covenant defeasance of the Securities of a series
under Section 13.03, then the provisions of
such Section or Sections, as the case may be, together with the other
provisions of this Article, shall be applicable to the Securities of such
series, and the Company may at its option by Board Resolution, at any time,
with respect to the Securities of such series, elect to have either Section 13.02 (unless inapplicable) or 


 


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Section 13.03 (unless
inapplicable) be applied to the Outstanding Securities of such series upon
compliance with the applicable conditions set forth below in this Article.


SECTION 13.02.  Defeasance and Discharge.  Upon the Company’s exercise of the option
provided in Section 13.01 to defease the
Outstanding Securities of a particular series, the Company shall be discharged
from its obligations with respect to the Outstanding Securities of such series
on the date the applicable conditions set forth in Section 13.04 are satisfied (hereinafter, “defeasance”).
Defeasance shall mean that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the Outstanding Securities of
such series and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same); provided, however, that the following
rights, obligations, powers, trusts, duties and immunities shall survive until
otherwise terminated or discharged hereunder: (A) the rights of Holders of
Outstanding Securities of such series to receive, solely from the trust fund
provided for in Section 13.04, payments in
respect of the principal of (and premium, if any) and interest on such
Securities when such payments are due, (B) the Company’s obligations with
respect to such Securities under Sections 3.04, 3.05, 3.06, 6.07, 10.02 and 10.08,
(C) the rights, powers, trusts, duties and immunities of the Trustee hereunder
and (D) this Article. Subject to compliance with this Article, the Company may
exercise its option with respect to defeasance under this Section 13.02 notwithstanding the prior exercise of its
option with respect to covenant defeasance under Section 13.03 in regard to the Securities of such series.


SECTION 13.03.  Covenant Defeasance.  Upon the Company’s exercise of the option
provided in Section 13.01 to obtain a covenant
defeasance with respect to the Outstanding Securities of a particular series,
the Company shall be released from its obligations under this Indenture (except
its obligations under Sections 3.04, 3.05, 3.06, 5.06, 5.09, 6.07, 6.10, 10.01, 10.02, 10.06, 10.07 and 10.08)
with respect to the Outstanding Securities of such series on and after the date
the applicable conditions set forth in Section 13.04
are satisfied (hereinafter, “covenant defeasance”). Covenant defeasance
shall mean that, with respect to the Outstanding Securities of such series, the
Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in this Indenture (except its
obligations under Sections 3.04, 3.05, 3.06, 5.06, 5.09, 6.07, 6.10, 10.01, 10.02, 10.06, 10.07 and 10.08),
whether directly or indirectly by reason of any reference elsewhere herein or
by reason of any reference to any other provision herein or in any other
document, and such omission to comply shall not constitute an Event of Default
under Section 5.01(4) with respect to
Outstanding Securities of such series, and the remainder of this Indenture and
of the Securities of such series shall be unaffected thereby.


SECTION 13.04.  Conditions to Defeasance or Covenant
Defeasance.  The following
shall be the conditions to defeasance under Section
13.02 and covenant defeasance under Section
13.03 with respect to the Outstanding Securities of a particular series:


 


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(1)           The Company shall irrevocably have
deposited or caused to be deposited with the Trustee (or another trustee
satisfying the requirements of Section 6.09 who
shall agree to comply with the provisions of this Article applicable to it),
under the terms of an irrevocable trust agreement in form and substance
reasonably satisfactory to such Trustee, 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, (A)
money in an amount, or (B) U.S. Government Obligations which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than the due date of any payment,
money in an amount, or (C) a combination thereof, in each case sufficient,
after payment of all federal, state and local taxes or other charges or
assessments in respect thereof payable by the Trustee, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or other qualifying trustee) to pay
and discharge, (i) the principal of (and premium, if any, on) and each installment
of principal of (and premium, if any) and interest on the Outstanding
Securities of such series on the Stated Maturity of such principal or
installment of principal or interest and (ii) any mandatory sinking fund
payments or analogous payments applicable to the Outstanding Securities of such
series on the day on which such payments are due and payable in accordance with
the terms of this Indenture and of such Securities.


(2)           No Default or Event of Default with
respect to the Securities of such series shall have occurred and be continuing
on the date of such deposit or shall occur as a result of such deposit, and no
Default or Event of Default under clause (6) or (7) of Section 5.01 hereof shall occur and be continuing, 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 deposit, defeasance or covenant
defeasance shall not result in a breach or violation of, or constitute a
default under, any other material agreement or instrument to which the Company
is a party or by which it is bound.


(4)           Such defeasance or covenant
defeasance shall not cause any Securities of such series then listed on any
national securities exchange registered under the Exchange Act to be delisted.


(5)           In the case of an election with
respect to Section 13.02, the Company shall
have delivered to the Trustee either (a) a ruling directed to the Trustee
received from the Internal Revenue Service to the effect that the Holders of
the Outstanding Securities of such series will not recognize income, gain or
loss for federal income tax purposes as a result of such 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
or (B) an Opinion of Counsel, based on such ruling or on a change in the
applicable federal income tax law since the date of this Indenture, in either
case to the effect that, and based thereon such opinion shall confirm that, the
Holders of the Outstanding Securities of such series will not recognize income,
gain or loss for federal income tax purposes as a result of such defeasance and
will be subject to federal income 


 


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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.


(6)           In the case of an election with
respect to Section 13.03, the Company shall
have delivered to the Trustee an Opinion of Counsel or a ruling directed to the
Trustee received from the Internal Revenue Service to the effect that the
Holders of the Outstanding Securities of such series will not recognize income,
gain or loss for federal income tax purposes as a result of such covenant
defeasance and will be subject to federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such
covenant defeasance had not occurred.


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


(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 13.02 or the covenant defeasance
under Section 13.03 (as the case may be) have
been complied with.


SECTION 13.05.  Deposited Money and Government Obligations
to be Held in Trust.  Subject
to the provisions of the last paragraph of Section
10.08, all money and Government Obligations (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee—collectively
for purposes of this Section 13.05, the “Trustee”)
pursuant to Section 13.04 in respect of the
Outstanding Securities of a particular series shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest, but such
money need not be segregated from other funds except to the extent required by
law.


The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the
Government Obligations deposited pursuant to Section
13.04 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 the Outstanding Securities of such series.


Anything in this Article to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money or Government Obligations held by it as
provided in Section 13.04 with respect to
Securities of any series which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited for the purpose for which such money or Government
Obligations were deposited.


 


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SECTION 13.06.  Reinstatement.  If the Trustee or the Paying Agent is unable
to apply any money or U.S. Government Obligations, as the case may be, in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 13.02 or 13.03 shall be revived and reinstated as though no
deposit had occurred pursuant to this Article with respect to such Securities,
until such time as the Trustee or Paying Agent is permitted to apply all money
or U.S. Government Obligations, as the case may be, held in trust pursuant to
Section 13.05 with respect to such Securities
in accordance with this Article; provided, however, that if the Company
makes any payment of principal of or any premium or interest on any such
Security following such reinstatement of its obligations, the Company shall be
subrogated to the rights (if any) of the Holders of such Securities to receive
such payment from the money or U.S. Government Obligations, as the case may be,
so held in trust.


 


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


	
  THE INTERPUBLIC
  GROUP OF 

  COMPANIES, INC.

  
	
   

  	
   

  
	
  By:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
  THE BANK OF NEW YORK

  
	
  as Trustee

  
	
   

  
	
  By:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
   

  	
   

  
	
  Title: