Exhibit
4.2


 





 


THE INTERPUBLIC
GROUP OF COMPANIES, INC.


AND


THE BANK OF NEW
YORK


TRUSTEE


FORM OF
SUBORDINATED DEBT INDENTURE


DATED AS OF
____________, 2003


 




 




















 


 


	
  ARTICLE
  1

  
	
  DEFINITIONS
  AND OTHER PROVISIONS OF GENERAL APPLICATION

  
	
   

  
	
  Section 1.01.

  	
  Definitions

  	
  1

  
	
  Section 1.02.

  	
  Compliance
  Certificates and Opinions

  	
  9

  
	
  Section 1.03.

  	
  Form of
  Documents Delivered to Trustee

  	
  9

  
	
  Section 1.04.

  	
  Acts of Holders

  	
  10

  
	
  Section 1.05.

  	
  Notices, Etc.,
  to Trustee and Company

  	
  11

  
	
  Section 1.06.

  	
  Notice to
  Holders; Waiver

  	
  12

  
	
  Section 1.07.

  	
  Conflict with
  Trust Indenture Act

  	
  12

  
	
  Section 1.08.

  	
  Effect of
  Headings and Table of Contents

  	
  12

  
	
  Section 1.09.

  	
  Successors and
  Assigns

  	
  12

  
	
  Section 1.10.

  	
  Separability
  Clause

  	
  12

  
	
  Section 1.11.

  	
  Benefits of
  Indenture

  	
  13

  
	
  Section 1.12.

  	
  Governing Law

  	
  13

  
	
  Section 1.13.

  	
  Legal Holidays

  	
  13

  
	
  Section 1.14.

  	
  No Recourse
  Against Others

  	
  13

  
	
  Section 1.15.

  	
  Judgment
  Currency

  	
  13

  
	
  Section 1.16.

  	
  Counterparts

  	
  14

  
	
  Section 1.17.

  	
  Waiver of Jury
  Trial

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  
	
  SECURITY FORMS

  
	
   

  
	
  Section 2.01.

  	
  Forms Generally

  	
  14

  
	
  Section 2.02.

  	
  Form of Face of
  Security

  	
  14

  
	
  Section 2.03.

  	
  Form of Reverse
  of Security

  	
  18

  
	
  Section 2.04.

  	
  Form of
  Trustee’s Certificate of Authentication

  	
  23

  
	
  Section 2.05.

  	
  Securities in
  Global Form

  	
  23

  
	
  Section 2.06.

  	
  Form of Legend
  for the Securities in Global Form

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  
	
  THE SECURITIES

  
	
   

  
	
  Section 3.01.

  	
  Amount
  Unlimited; Issuable in Series

  	
  24

  
	
  Section 3.02.

  	
  Denominations

  	
  27

  
	
  Section 3.03.

  	
  Execution,
  Authentication, Delivery and Dating

  	
  27

  



 


ii

















 


	
  Section 3.04.

  	
  Temporary
  Securities

  	
  29

  
	
  Section 3.05.

  	
  Registration,
  Registration of Transfer and Exchange

  	
  29

  
	
  Section 3.06.

  	
  Mutilated,
  Destroyed, Lost and Stolen Securities

  	
  32

  
	
  Section 3.07.

  	
  Payment of
  Interest; Interest Rights Preserved

  	
  32

  
	
  Section 3.08.

  	
  Persons Deemed
  Owners

  	
  34

  
	
  Section 3.09.

  	
  Cancellation

  	
  34

  
	
  Section 3.10.

  	
  Computation of
  Interest

  	
  34

  
	
  Section 3.11.

  	
  CUSIP Number

  	
  34

  
	
  Section 3.12.

  	
  Wire Transfers

  	
  34

  
	
  Section 3.13.

  	
  Original Issue
  Discount

  	
  35

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  
	
  SATISFACTION AND
  DISCHARGE

  
	
   

  
	
  Section 4.01.

  	
  Satisfaction and
  Discharge of Indenture

  	
  35

  
	
  Section 4.02.

  	
  Application of
  Trust Money

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  
	
  REMEDIES

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  Events of
  Default

  	
  36

  
	
  Section 5.02.

  	
  Acceleration of
  Maturity; Rescission and Annulment

  	
  38

  
	
  Section 5.03.

  	
  Collection of
  Indebtedness and Suits for Enforcement by Trustee

  	
  39

  
	
  Section 5.04.

  	
  Trustee May File
  Proofs of Claim

  	
  40

  
	
  Section 5.05.

  	
  Trustee May
  Enforce Claims Without Possession of Securities

  	
  40

  
	
  Section 5.06.

  	
  Application of
  Money Collected

  	
  41

  
	
  Section 5.07.

  	
  Limitation on
  Suits

  	
  41

  
	
  Section 5.08.

  	
  Unconditional
  Right of Holders to Receive Principal, Premium and Interest

  	
  42

  
	
  Section 5.09.

  	
  Restoration of
  Rights and Remedies

  	
  42

  
	
  Section 5.10.

  	
  Rights and
  Remedies Cumulative

  	
  42

  
	
  Section 5.11.

  	
  Delay or
  Omission Not Waiver

  	
  42

  
	
  Section 5.12.

  	
  Control by
  Holders

  	
  42

  
	
  Section 5.13.

  	
  Waiver of Past
  Defaults

  	
  43

  
	
  Section 5.14.

  	
  Undertaking for
  Costs

  	
  43

  



 


iii

















 


	
  ARTICLE 6

  
	
  THE TRUSTEE

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Certain Duties
  and Responsibilities of the Trustee

  	
  44

  
	
  Section 6.02.

  	
  Notice of
  Defaults

  	
  44

  
	
  Section 6.03.

  	
  Certain Rights
  of Trustee

  	
  44

  
	
  Section 6.04.

  	
  Not Responsible
  for Recitals or Issuance of Securities

  	
  46

  
	
  Section 6.05.

  	
  May Hold
  Securities

  	
  46

  
	
  Section 6.06.

  	
  Money Held in
  Trust

  	
  46

  
	
  Section 6.07.

  	
  Compensation and
  Reimbursement

  	
  46

  
	
  Section 6.08.

  	
  Disqualification;
  Conflicting Interests

  	
  47

  
	
  Section 6.09.

  	
  Corporate
  Trustee Required; Eligibility

  	
  47

  
	
  Section 6.10.

  	
  Resignation and
  Removal; Appointment of Successor

  	
  47

  
	
  Section 6.11.

  	
  Acceptance of
  Appointment by Successor

  	
  49

  
	
  Section 6.12.

  	
  Merger,
  Conversion, Consolidation or Succession to Business

  	
  50

  
	
  Section 6.13.

  	
  Preferential
  Collection of Claims Against Company

  	
  50

  
	
  Section 6.14.

  	
  Appointment of
  Authenticating Agent

  	
  50

  
	
  Section 6.15.

  	
  Compliance with
  Tax Laws

  	
  51

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  7

  
	
  HOLDERS’
  LISTS AND REPORTS BY TRUSTEE AND COMPANY

  
	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
  Company to
  Furnish Trustee Names and Addresses of Holders

  	
  52

  
	
  Section 7.02.

  	
  Preservation of
  Information; Communications to Holders

  	
  52

  
	
  Section 7.03.

  	
  Reports by
  Trustee

  	
  53

  
	
  Section 7.04.

  	
  Reports by
  Company

  	
  53

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  8

  
	
  CONSOLIDATION,
  MERGER, LEASE, SALE OR TRANSFER

  
	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
  When Company May
  Merge, Etc

  	
  54

  
	
  Section 8.02.

  	
  Opinion of
  Counsel

  	
  54

  
	
  Section 8.03.

  	
  Successor
  Corporation Substituted

  	
  55

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  9

  
	
  SUPPLEMENTAL
  INDENTURES

  
	
   

  	
   

  	
   

  
	
  Section 9.01.

  	
  Supplemental
  Indentures without Consent of Holders

  	
  55

  
	
  Section 9.02.

  	
  Supplemental
  Indentures with Consent of Holders

  	
  56

  



 


iv

















 


	
  Section 9.03.

  	
  Execution of
  Supplemental Indentures

  	
  57

  
	
  Section 9.04.

  	
  Effect of
  Supplemental Indentures

  	
  57

  
	
  Section 9.05.

  	
  Conformity with
  Trust Indenture Act

  	
  58

  
	
  Section 9.06.

  	
  Reference in
  Securities to Supplemental Indentures

  	
  58

  
	
  Section 9.07.

  	
  Subordination
  Unimpaired

  	
  58

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10

  
	
  COVENANTS

  
	
   

  	
   

  	
   

  
	
  Section 10.01.

  	
  Payments of
  Securities

  	
  58

  
	
  Section 10.02.

  	
  Maintenance of
  Office or Agency

  	
  58

  
	
  Section 10.03.

  	
  Corporate
  Existence

  	
  58

  
	
  Section 10.04.

  	
  Payment of Taxes
  and Other Claims

  	
  59

  
	
  Section 10.05.

  	
  Maintenance of
  Properties

  	
  59

  
	
  Section 10.06.

  	
  Compliance
  Certificates

  	
  59

  
	
  Section 10.07.

  	
  Waiver of Stay,
  Extension or Usury Laws

  	
  60

  
	
  Section 10.08.

  	
  Money for
  Securities Payments to be Held in Trust

  	
  60

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11

  
	
  REDEMPTION OF
  SECURITIES

  
	
   

  	
   

  	
   

  
	
  Section 11.01.

  	
  Applicability of
  Article

  	
  61

  
	
  Section 11.02.

  	
  Election to
  Redeem; Notice to Trustee

  	
  61

  
	
  Section 11.03.

  	
  Selection by
  Trustee of Securities to be Redeemed

  	
  62

  
	
  Section 11.04.

  	
  Notice of
  Redemption

  	
  62

  
	
  Section 11.05.

  	
  Deposit of
  Redemption Price

  	
  63

  
	
  Section 11.06.

  	
  Securities
  Payable on Redemption Date

  	
  63

  
	
  Section 11.07.

  	
  Securities
  Redeemed in Part

  	
  63

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12

  
	
  SINKING FUNDS

  
	
   

  	
   

  	
   

  
	
  Section 12.01.

  	
  Applicability of
  Article

  	
  64

  
	
  Section 12.02.

  	
  Satisfaction of
  Sinking Fund Payments with Securities

  	
  64

  
	
  Section 12.03.

  	
  Redemption of
  Securities for Sinking Fund

  	
  64

  



 


v

















 


	
  ARTICLE 13

  
	
  DEFEASANCE AND COVENANT DEFEASANCE

  
	
   

  	
   

  	
   

  
	
  Section 13.01.

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

  	
  65

  
	
  Section 13.02.

  	
  Defeasance and
  Discharge

  	
  65

  
	
  Section 13.03.

  	
  Covenant
  Defeasance

  	
  65

  
	
  Section 13.04.

  	
  Conditions to
  Defeasance or Covenant Defeasance

  	
  66

  
	
  Section 13.05.

  	
  Deposited Money
  and Government Obligations to be Held in Trust

  	
  67

  
	
  Section 13.06.

  	
  Reinstatement

  	
  68

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  14

  
	
  SUBORDINATION

  
	
   

  	
   

  	
   

  
	
  Section 14.01.

  	
  Securities
  Subordinated to Senior Debt

  	
  68

  
	
  Section 14.02.

  	
  Payment Over of
  Proceeds Upon Dissolution, Etc

  	
  68

  
	
  Section 14.03.

  	
  No Payment When
  Senior Debt in Default

  	
  69

  
	
  Section 14.04.

  	
  Payment
  Permitted if no Default

  	
  70

  
	
  Section 14.05.

  	
  Subrogation to
  Rights of Holders of Senior Debt

  	
  70

  
	
  Section 14.06.

  	
  Provisions
  Solely to Define Relative Rights

  	
  70

  
	
  Section 14.07.

  	
  Trustee to
  Effectuate Subordination

  	
  71

  
	
  Section 14.08.

  	
  No Waiver of
  Subordination Provisions

  	
  71

  
	
  Section 14.09.

  	
  Notice to
  Trustee

  	
  71

  
	
  Section 14.10.

  	
  Reliance on
  Judicial Order or Certificate of Liquidating Agent

  	
  72

  
	
  Section 14.11.

  	
  Trustee Not
  Fiduciary for Holders of Senior Debt

  	
  72

  
	
  Section 14.12.

  	
  Rights of
  Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights

  	
  72

  
	
  Section 14.13.

  	
  Article
  Applicable to Paying Agents

  	
  73

  



 


vi

















 


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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section
  310(a)(1)

  	
   

  	
   

  	
  6.09

  	
   

  
	
  (a)(2)

  	
   

  	
   

  	
  6.09

  	
   

  
	
  (a)(3)

  	
   

  	
   

  	
  Not Applicable

  	
   

  
	
  (a)(4)

  	
   

  	
   

  	
  Not Applicable

  	
   

  
	
  (b)

  	
   

  	
   

  	
  6.08, 6.10

  	
   

  
	
  Section 311(a)

  	
   

  	
   

  	
  6.13

  	
   

  
	
  (b)

  	
   

  	
   

  	
  6.13

  	
   

  
	
  (b)(2)

  	
   

  	
   

  	
  6.13

  	
   

  
	
  Section 312(a)

  	
   

  	
   

  	
  7.01, 7.02(a

  	
  )

  
	
  (b)

  	
   

  	
   

  	
  7.02(b

  	
  )

  
	
  (c)

  	
   

  	
   

  	
  7.02(c

  	
  )

  
	
  Section 313(a)

  	
   

  	
   

  	
  7.03(a

  	
  )

  
	
  (b)

  	
   

  	
   

  	
  7.03(a

  	
  )

  
	
  (c)

  	
   

  	
   

  	
  7.03(a), 7.03(b

  	
  )

  
	
  (d)

  	
   

  	
   

  	
  7.03(b

  	
  )

  
	
  Section 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

  	
   

  
	
  Section 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

  	
  )

  
	
  Section
  316(a)(1)(A)

  	
   

  	
   

  	
  5.12

  	
   

  
	
  (a)(1)(B)

  	
   

  	
   

  	
  5.02, 5.13

  	
   

  
	
  (a)(2)

  	
   

  	
   

  	
  Not Applicable

  	
   

  
	
  (b)

  	
   

  	
   

  	
  5.08

  	
   

  
	
  (c)

  	
   

  	
   

  	
  1.04(e

  	
  )

  
	
  Section
  317(a)(1)

  	
   

  	
   

  	
  5.03

  	
   

  
	
  (a)(2)

  	
   

  	
   

  	
  5.04

  	
   

  
	
  (b)

  	
   

  	
   

  	
  10.08

  	
   

  
	
  Section 318(a)

  	
   

  	
   

  	
  1.07

  	
   

  



 


vii

















 


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
subordinated 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.


 


 

















 


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


“AUTHENTICATING AGENT” means any Person authorized by
the Trustee to act on behalf of the Trustee to authenticate 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.


“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.


 


2

















 


“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.


“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 


 


3

















 


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.


“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.


“NOTES PAYMENT” has the meaning specified in Section
14.02.


“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 


 


4

















 


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, 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.


“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.


 


5

















 


“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.


“PROCEEDING” has the meaning specified in Section
14.02.


“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.


“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 


 


6

















 


exceeds ten percent of
such income of the Company and its subsidiaries consolidated for the most
recently completed fiscal year.


“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.


“SENIOR DEBT” means the principal of and premium, if
any and interest on the following, whether outstanding at the date of execution
of this Indenture or thereafter incurred or created:


(a)         indebtedness of the Company for money borrowed, or evidenced
by a note or similar instrument or written agreement given in connection with
the acquisition of any businesses, properties or assets, including securities,


(b)         indebtedness of the Company to banks or financial
institutions evidenced by notes or other written obligations,


(c)         indebtedness of the Company evidenced by notes, debentures,
bonds or other securities issued under the provisions of an indenture or
similar instrument,


(d)         indebtedness of others of the kinds described in the
preceding clauses (a), (b) and (c) that the Company has assumed, guaranteed or
otherwise assured the payment thereof, directly or indirectly, and


(e)         deferrals, renewals, extensions and refundings of, or bonds,
debentures, notes or other evidences of indebtedness issued in exchange for,
the indebtedness described in the preceding clauses (a) through (d) whether or
not there is any notice to or consent of the holders of Securities;


except
(i) indebtedness and advances among the Company and its direct and indirect
subsidiaries, (ii) any particular indebtedness, deferral, renewal, extension or
refunding, if it is expressly stated in the governing terms, or in the
assumption or guarantee, thereof that the indebtedness involved is not Senior
Debt and (iii) the Company’s 1.8% Convertible Subordinated Notes due 2004 and
1.87% Convertible Subordinated Notes due 2006.


“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.


 


7

















 


“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 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”.


 


8

















 


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
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 


 


9

















 


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 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 


 


10

















 


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 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-


 


11

















 


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.


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.


 


12

















 


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 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 


 


13

















 


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.


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 


 


14

















 


SECURITY IS ________ — or
insert other legend required by the Internal Revenue Code and the regulations
thereunder.


 


15

















 


THE INTERPUBLIC
GROUP OF COMPANIES, INC.


______________________


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, 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 _____% 


 


16

















 


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 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.


 


17

















 


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:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  [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 


 


18

















 


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 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 OPERTION 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.]


 


19

















 


[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.


 


20

















 


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


 


21

















 


_________________________________________________

(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:

  	
  _______________________________________

  
	
   

  	
   

  



 


22

















 


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, 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 


 


23

















 


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.”


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 


 


24

















 


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 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 


 


25

















 


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;


(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.


 


26

















 


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, 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 


 


27

















 


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 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.


 


28

















 


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 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 


 


29

















 


designated transferee or
transferees, one or more new Securities of the same series, 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 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.


 


30

















 


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


 


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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.


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



 


32

















 


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 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.


 


33

















 


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.


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 


 


34

















 


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 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;


 


35

















 


(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; and


(4)           no event or condition shall exist
that, pursuant to the provisions of Section 14.01, would prevent the Company
from making payments of the principal of or interest on the Securities of such
series on the date of such deposit or 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);
and


(5)           the Company has delivered to the
Trustee an Opinion of Counsel to the effect that the trust funds will not be
subject to any rights of holders of Senior Indebtedness, including without
limitation those arising under Article 14 of this Indenture.


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


 


36

















 


(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 


 


37

















 


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 specified 


 


38

















 


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.


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 


 


39

















 


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 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 


 


40

















 


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 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;


 


41

















 


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 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:


 


42

















 


(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, 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


 


43

















 


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.


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 


 


44

















 


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;


(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.


 


45

















 


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.


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 


 


46

















 


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 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:


 


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(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.


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 


 


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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 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.


 


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(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 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 


 


50

















 


continue to be an
Authenticating Agent, provided such
corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.


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


 


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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 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 


 


53

















 


security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations;


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


(3)           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.


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


 


54

















 


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


(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


 


55

















 


(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,


(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


 


56

















 


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 or Section 5.13, 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, 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 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.


 


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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.


SECTION
9.07.  Subordination Unimpaired. 
This Indenture may not be amended to alter the subordination of any of
the Outstanding Securities without the written consent of each holder of Senior
Indebtedness then outstanding that would be adversely affected thereby.


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.


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 


 


58

















 


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 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.


 


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(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.


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 


 


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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.


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 


 


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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 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;


 


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(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 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 


 


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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,” 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.


 


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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 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 


 


65

















 


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:


(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 


 


66

















 


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 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.


(9)           The Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the trust funds will not
be subject to any rights of holders of Senior Indebtedness, including without
limitation those arising under Article 14 of this Indenture.


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, 


 


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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.


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.


ARTICLE 14


SUBORDINATION


SECTION
14.01.  Securities Subordinated to Senior Debt.  The Company covenants and agrees, and each holder of a Security,
by his acceptance thereof, likewise covenants and agrees, that, to the extent
and in the manner hereinafter set forth in this Article (subject to the
provisions of Article 4), the payment of the principal of and premium, if any,
and interest on each and all of the Securities are hereby expressly made
subordinate and subject in right of payment to the prior payment in full of all
Senior Debt.


SECTION
14.02.  Payment Over of Proceeds Upon Dissolution, Etc.  In the event of (a) any insolvency or bankruptcy
case or proceeding, or any receivership, liquidation, reorganization or other
similar case or proceeding in connection therewith, relative to the Company,
its creditors, or to its assets, or (b) any liquidation, dissolution or other
winding up of the Company, whether voluntary or involuntary and whether or not
involving insolvency or bankruptcy, or (c) any assignment for the benefit of
creditors or any other marshalling of assets and liabilities of the Company,
then and in any such event specified in (a), (b) or (c) above (each such event,
if any, a “Proceeding”) the holders of Senior Debt shall be entitled to receive
payment in full of all amounts due or to become due on or in respect of all
Senior Debt, or provision shall be made for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of 


 


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Senior Debt, before the
holders of the Securities are entitled to receive any payment or distribution
of any kind or character, whether in cash, property or securities, on account
of principal of or premium, if any, or interest on the Securities or on account
of any purchase or other acquisition of Securities by the Company, or any
subsidiary of the Company (all such payments, distributions, purchases and
acquisitions herein referred to, individually and collectively, as a “NOTES
PAYMENT”), and to that end the holders of all Senior Debt shall be entitled to
receive, for application to the payment thereof, any Notes Payment which may be
payable or deliverable in respect of the Securities in any such Proceeding.


In the event that, notwithstanding the foregoing
provisions of this Section, the Trustee or the holder of any Security shall
have received any Notes Payment before all Senior Debt is paid in full or
payment thereof provided for in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior Debt, and if such fact shall, at
or prior to the time of such Notes Payment, have been made known to the Trustee
or, as the case may be, such holder, then and in such event such Notes Payment
shall be paid over or delivered forthwith to the trustee in bankruptcy,
receiver, liquidating trustee, custodian, assignee, agent or other Person
making payment or distribution of assets of the Company for application to the
payment of all Senior Debt remaining unpaid, to the extent necessary to pay all
Senior Debt in full, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Debt.


For purposes of this Article only, the words “any
payment or distribution of any kind or character, whether in cash, property or
securities” shall not be deemed to include a payment or distribution of stock
or securities of the Company provided for by a plan of reorganization or
readjustment authorized by an order or decree of a court of competent
jurisdiction in a reorganization proceeding under any applicable bankruptcy law
or of any other corporation provided for by such plan of reorganization or readjustment
which stock or securities are subordinated in right of payment to all then
outstanding Senior Debt to substantially the same extent as the Securities are
so subordinated as provided in this Article. 
The consolidation of the Company with, or the merger of the Company
into, another Person or the liquidation or dissolution of the Company following
the conveyance, transfer, sale or lease of all or substantially all of its
properties and assets to another Person upon the terms and conditions set forth
in Article 8 shall not be deemed a Proceeding for the purposes of this Section
if the Person formed by such consolidation or into which the Company is merged
or the Person which acquires by conveyance, transfer, sale or lease such
properties and assets, as the case may be, shall, as a part of such
consolidation, merger, conveyance, transfer, sale or lease comply with the
conditions set forth in Article 8.


SECTION
14.03.  No Payment When Senior Debt in Default.  In the event that any Securities are declared due and payable
before their maturity, then and in such event the holders of the Senior Debt
outstanding at the time such Securities so become due and payable shall be
entitled to receive payment in full of all amounts due or to become due on or
in respect of all Senior Debt, or provision shall be made for such payment in
cash or cash equivalents or otherwise in a manner satisfactory to the holders
of such Senior Debt, before the holders of the Securities are entitled to
receive any Notes Payment.


In the event and during the continuation of any
default in the payment of principal or of premium, if any, or interest on any
Senior Debt beyond any applicable grace period with 


 


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respect thereto, or in
the event that any event of default with respect to any Senior Debt shall have
occurred and be continuing permitting the holders of such Senior Debt (or a
trustee, or other representative on behalf of the holders thereof) to declare
such Senior Debt due and payable prior to the date on which it would otherwise
have become due and payable, unless and until such event of default shall have
been cured or waived or shall have ceased to exist and such acceleration shall
have been rescinded or annulled, or in the event any judicial proceeding shall
be pending with respect to any such default in payment or event of default,
then no Notes Payment shall be made.


In the event that, notwithstanding the foregoing, the
Company shall make any Notes Payment to the Trustee or any holder prohibited by
the foregoing provisions of this Section, and if such fact shall, at or prior
to the time of such Notes Payment, have been made known to the Trustee or, as
the case may be, such holder, then and in such event such Notes Payment shall be
paid over and delivered forthwith to the Company.


The provisions of this Section shall not apply to any
Notes Payment with respect to which Section 14.02 would be applicable.


SECTION
14.04.  Payment Permitted if no Default. 
Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent (a) the Company, at any time except during
the pendency of any Proceeding referred to in Section 14.02 or under the
conditions described in Section 14.03, from making Notes Payments, or (b) the
application by the Trustee of any money deposited with it hereunder to Notes
Payments or the retention of such Notes Payment by the holders, if at the time
of such application by the Trustee, it did not have actual knowledge that such
Notes Payment would have been prohibited by the provisions of this Article.


SECTION
14.05.  Subrogation to Rights of Holders of Senior Debt.  Subject to the payment in full of all
amounts due or to become due on or in respect of Senior Debt, or the provision
for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Debt, the holders of the Securities shall
be subrogated to the rights of the holders of such Senior Debt to receive
payments and distributions of cash, property and securities applicable to the
Senior Debt until the principal of and premium, if any, and interest on the
Securities shall be paid in full.  For
purposes of such subrogation, no payments or distributions to the holders of
the Senior Debt of any cash, property or securities to which the holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article, and no payments over pursuant to the provisions of this Article to the
holders of Senior Debt by holders of the Securities or the Trustee, shall, as
among the Company, its creditors other than holders of Senior Debt and the
holders of the Securities, be deemed to be a payment or distribution by the
Company to or on account of the Senior Debt.


SECTION
14.06.  Provisions Solely to Define Relative Rights.  The provisions of this Article are and are
intended solely for the purpose of defining the relative rights of the holders
of Securities on the one hand and the holders of Senior Debt on the other
hand.  Nothing contained in this Article
or elsewhere in this Indenture or in the Securities is intended to or shall (a)
impair, as among the Company, its creditors other than holders of Senior Debt
and the holders of the Securities, the obligation of the Company, which is absolute
and unconditional (and which, 


 


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subject to the rights under
this Article of the holders of Senior Debt, is intended to rank equally with
all other general obligations of the Company), to pay to the holders of the
Securities the principal of and premium, if any, and interest on the Securities
as and when the same shall become due and payable in accordance with their
terms; or (b) affect the relative rights against the Company of the holders of
the Securities and creditors of the Company other than the holders of Senior
Debt; or (c) prevent the Trustee or the holder of any Security from exercising
all remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article of the holders of
Senior Debt to receive cash, property and securities otherwise payable or
deliverable to the Trustee or such holder.


SECTION
14.07.  Trustee to Effectuate Subordination.  Each holder of a Security by his acceptance thereof authorizes
and directs the Trustee on his behalf to take such action as may be necessary
or appropriate to effectuate the subordination provided in this Article and
appoints the Trustee his attorney-in-fact for any and all such purposes.


SECTION
14.08.  No Waiver of Subordination Provisions.  No right of any present or future holder of any Senior Debt to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.


Without in any way limiting the generality of the
foregoing paragraph, the holders of Senior Debt may, at any time and from time
to time, without the consent of or notice to the Trustee or the holders of the
Securities, without incurring responsibility to the holders of the Securities
and without impairing or releasing the subordination provided in this Article
or the obligations hereunder of the holders of the Securities to the holders of
Senior Debt, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior
Debt, or otherwise amend or supplement in any manner Senior Debt or any
instrument evidencing the same or any agreement under which Senior Debt is outstanding;
(ii) sell, exchange, release or otherwise deal with any property pledged,
mortgaged or otherwise securing Senior Debt; (iii) release any Person liable in
any manner for the collection of Senior Debt; and (iv) exercise or refrain from
exercising any rights against the Company and any other Person.


SECTION
14.09.  Notice to Trustee.  The
Company shall give prompt written notice to the Trustee of any fact known to
the Company which would prohibit the making of any payment to or by the Trustee
in respect of the Securities. 
Notwithstanding the provisions of this Article or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts which would prohibit the making of any payment to or by
the Trustee in respect of the Securities, unless and until a Responsible
Officer of the Trustee shall have received written notice thereof from the
Company or a holder of Senior Debt or from any trustee therefor or
representative thereof; and, prior to the receipt of any such written notice,
the Trustee, subject to the provisions of Section 6.01, shall be entitled in
all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have
received the notice provided for in this Section 14.09 at least three Business
Days prior to the date upon which by the terms hereof any money may become
payable for any purpose (including, without limitation, the 


 


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payment of the principal of
and premium, if any, or interest on any Security), then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power
and authority to receive such money and to apply the same to the purpose for
which such money was received and shall not be affected by any notice to the
contrary which may be received by it less than three Business Days prior to
such date.


Subject to the provisions of Section 6.01, the Trustee
shall be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Debt (or a trustee therefor or
representative thereof) to establish that such notice has been given by a
holder of Senior Debt (or a trustee therefor or representative thereof).  In the event that the Trustee determines in
good faith that further evidence is required with respect to the right of any
Person as a holder of Senior Debt to participate in any payment or distribution
pursuant to this Article, the Trustee may request such Person to furnish evidence
to the reasonable satisfaction of the Trustee as to the amount of Senior Debt
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article, and if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the rights of such Person to receive such payment.


SECTION
14.10.  Reliance on Judicial Order or Certificate of Liquidating Agent.  Upon any payment or distribution of assets of the Company
referred to in this Article, the Trustee, subject to the provisions of Section
6.01, and the holders of the Securities shall be entitled to rely upon any order
or decree entered by any court of competent jurisdiction in which such
Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or
to the holders of Securities, for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of the
Senior Debt and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article.


SECTION
14.11.  Trustee Not Fiduciary for Holders of Senior Debt.  The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt and shall not be liable to any
such holders if it shall in good faith mistakenly pay over or distribute to
holders of Securities or to the Company or to any other Person cash, property
or securities to which any holders of Senior Debt shall be entitled by virtue
of this Article or otherwise.  The
Trustee shall not be charged with knowledge of the existence of Senior Debt or
of any facts that would prohibit any payment hereunder unless a Responsible
Officer of the Trustee shall have received notice to that effect at the address
of the Trustee set forth in Section 1.05. 
With respect to the holders of Senior Debt, the Trustee undertakes to
perform or to observe only such of its covenants or obligations as are
specifically set forth in this Article and no implied covenants or obligations
with respect to holders of Senior Debt shall be read into this Indenture
against the Trustee.


SECTION
14.12.  Rights of Trustee as Holder of Senior Debt; Preservation of
Trustee’s Rights.  The Trustee in its
individual capacity shall be entitled to all the rights set forth in this
Article with respect to any Senior Debt which may at any time be held by it, to
the same extent 


 


72

















 


as any other holder of
Senior Debt, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder.


Nothing in this Article shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 6.07.


SECTION
14.13.  Article Applicable to Paying Agents.  In case at any time any paying agent other than the Trustee shall
have been appointed by the Company and be then acting hereunder, the term
“TRUSTEE” as used in this Article shall in such case (unless the context
otherwise requires) be construed as extending to and including such paying
agent within its meaning as fully for all intents and purposes as if such
paying agent were named in this Article in addition to or in place of the
Trustee; provided, however, that
Sections 14.09 and 14.12 shall not apply to the Company or any Affiliate of the
Company if it or such Affiliate acts as paying agent.


 


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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:

  	
   

  
			



 


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