exv4w4e






Exhibit 4.4e




[Form of Indenture]

 





ARVINMERITOR, INC.




AND




THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,




as Trustee




 






INDENTURE




Dated as of

[•], 20[•]




 






Debt Securities




 





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	 	1	 
	Section 1.01  Definitions
	 	 	1	 
	Section 1.02  Compliance Certificates and Opinions
	 	 	13	 
	Section 1.03  Form of Documents Delivered to Trustee
	 	 	14	 
	Section 1.04  Acts of Securityholders
	 	 	15	 
	Section 1.05  Notices, etc., to Trustee and Company
	 	 	17	 
	Section 1.06  Notices to Securityholders; Waiver
	 	 	17	 
	Section 1.07  Conflict with Trust Indenture Act
	 	 	18	 
	Section 1.08  Effect of Headings and Table of Contents
	 	 	18	 
	Section 1.09  Successors and Assigns
	 	 	19	 
	Section 1.10  Separability Clause
	 	 	19	 
	Section 1.11   Benefits of Indenture
	 	 	19	 
	Section 1.12  Governing Law
	 	 	19	 
	Section 1.13  Payments Due on Non-Business Days
	 	 	19	 
	 
	 	 	 	 
	ARTICLE TWO FORMS OF SECURITIES
	 	 	20	 
	 
	 	 	 	 
	Section 2.01  Forms Generally
	 	 	20	 
	Section 2.02  Form of Trustee’s Certificate of Authentication
	 	 	20	 
	Section 2.03  Global Securities
	 	 	21	 
	 
	 	 	 	 
	ARTICLE THREE THE SECURITIES
	 	 	22	 
	 
	 	 	 	 
	Section 3.01   Amount Unlimited; Issuable in Series
	 	 	22	 
	Section 3.02   Denominations
	 	 	27	 
	Section 3.03   Execution, Authentication, Delivery and Dating
	 	 	27	 
	Section 3.04   Temporary Securities
	 	 	29	 
	Section 3.05   Registration, Registration of Transfer and Exchange
	 	 	32	 
	Section 3.06   Mutilated, Destroyed, Lost and Stolen Securities
	 	 	37	 
	Section 3.07   Payment of Interest; Interest Rights Preserved; Optional
Interest Reset
	 	 	39	 
	Section 3.08   Persons Deemed Owners
	 	 	42	 
	Section 3.09   Cancellation
	 	 	43	 
	Section 3.10   Currency and Manner of Payments in Respect of Securities
	 	 	43	 
	Section 3.11   Appointment and Resignation of Successor Exchange
Rate Agent
	 	 	47	 
	Section 3.12   Optional Extension of Maturity
	 	 	48	 






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	 	 	Page	 
	ARTICLE FOUR SATISFACTION AND DISCHARGE
	 	 	49	 
	 
	 	 	 	 
	Section 4.01  Satisfaction and Discharge of Indenture
	 	 	49	 
	Section 4.02  Application of Trust Money
	 	 	51	 
	Section 4.03  Defeasance and Discharge of Securities of any Series
	 	 	52	 
	 
	 	 	 	 
	ARTICLE FIVE REMEDIES
	 	 	54	 
	 
	 	 	 	 
	Section 5.01  Events of Default
	 	 	54	 
	Section 5.02  Acceleration of Maturity; Rescission and Annulment
	 	 	55	 
	Section 5.03  Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	56	 
	Section 5.04  Trustee May File Proofs of Claim
	 	 	57	 
	Section 5.05  Trustee May Enforce Claims Without Possession of Securities
or Coupons
	 	 	58	 
	Section 5.06  Application of Money Collected
	 	 	58	 
	Section 5.07  Limitation on Suits
	 	 	59	 
	Section 5.08  Unconditional Right of Securityholders to Receive Principal,
Premium and Interest
	 	 	60	 
	Section 5.09  Restoration of Rights and Remedies
	 	 	60	 
	Section 5.10  Rights and Remedies Cumulative
	 	 	61	 
	Section 5.11  Delay or Omission Not Waiver
	 	 	61	 
	Section 5.12  Control by Securityholders
	 	 	61	 
	Section 5.13  Waiver of Past Defaults
	 	 	61	 
	Section 5.14   Undertaking for Costs
	 	 	62	 
	Section 5.15   Waiver of Stay or Extension Laws
	 	 	62	 
	Section 5.16   Judgment Currency
	 	 	63	 
	 
	 	 	 	 
	ARTICLE SIX THE TRUSTEE
	 	 	63	 
	 
	 	 	 	 
	Section 6.01   Certain Duties and Responsibilities
	 	 	63	 
	Section 6.02  Notice of Default
	 	 	65	 
	Section 6.03  Certain Rights of Trustee
	 	 	65	 
	Section 6.04  Not Responsible for Recitals or Issuance of Securities
	 	 	66	 
	Section 6.05  May Hold Securities
	 	 	67	 
	Section 6.06  Money Held in Trust
	 	 	67	 
	Section 6.07  Compensation and Reimbursement
	 	 	67	 
	Section 6.08  Disqualification; Conflicting Interests
	 	 	68	 
	Section 6.09  Corporate Trustee Required; Eligibility
	 	 	68	 
	Section 6.10  Resignation and Removal; Appointment of Successor
	 	 	68	 
	Section 6.11  Acceptance of Appointment by Successor
	 	 	70	 
	Section 6.12  Merger, Conversion, Consolidation or Succession to Business
of Trustee
	 	 	71	 
	Section 6.13  Preferential Collection of Claims Against Company
	 	 	71	 
	Section 6.14  Appointment of Authenticating Agent
	 	 	72	 
	 
	 	 	 	 
	ARTICLE SEVEN SECURITYHOLDERS LIST AND REPORTS BY
TRUSTEE AND COMPANY
	 	 	73	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	Section 7.01  Company to Furnish Trustee Names and Addresses of
Securityholders
	 	 	73	 
	Section 7.02  Preservation of Information; Communications to Securityholders
	 	 	74	 
	Section 7.03  Reports by Trustee
	 	 	75	 
	Section 7.04  Reports by Company
	 	 	76	 
	 
	 	 	 	 
	ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE OR
TRANSFER
	 	 	76	 
	 
	 	 	 	 
	Section 8.01  Company May Consolidate, etc., Only on Certain Terms
	 	 	76	 
	Section 8.02  Successor Corporation Substituted
	 	 	77	 
	Section 8.03  Securities to be Secured in Certain Events
	 	 	77	 
	 
	 	 	 	 
	ARTICLE NINE SUPPLEMENTAL INDENTURES
	 	 	78	 
	 
	 	 	 	 
	Section 9.01  Supplemental Indentures Without Consent of Securityholders
	 	 	78	 
	Section 9.02  Supplemental Indentures with Consent of Securityholders
	 	 	79	 
	Section 9.03  Execution of Supplemental Indentures
	 	 	80	 
	Section 9.04  Effect of Supplemental Indentures
	 	 	81	 
	Section 9.05  Conformity with Trust Indenture Act
	 	 	81	 
	Section 9.06  Reference in Securities to Supplemental Indentures
	 	 	81	 
	 
	 	 	 	 
	ARTICLE TEN COVENANTS
	 	 	81	 
	 
	 	 	 	 
	Section 10.01  Payment of Principal, Premium and Interest
	 	 	81	 
	Section 10.02  Maintenance of Offices or Agencies
	 	 	82	 
	Section 10.03  Money for Securities Payments to be Held in Trust
	 	 	83	 
	Section 10.04  Statement as to Compliance
	 	 	85	 
	Section 10.05  Limitations on Liens
	 	 	85	 
	Section 10.06  Limitations on Sale and Lease-Back
	 	 	88	 
	Section 10.07  Limitations on Change in Subsidiary Status
	 	 	89	 
	Section 10.08  Waiver of Covenants
	 	 	90	 
	Section 10.09  Defeasance of Certain Obligations
	 	 	90	 
	Section 10.10   Additional Amounts
	 	 	92	 
	 
	 	 	 	 
	ARTICLE ELEVEN REDEMPTION OF SECURITIES
	 	 	93	 
	 
	 	 	 	 
	Section 11.01  Right of Redemption
	 	 	93	 
	Section 11.02  Applicability of Article
	 	 	93	 
	Section 11.03  Election to Redeem; Notice to Trustee
	 	 	93	 
	Section 11.04  Selection by Trustee of Securities to be Redeemed
	 	 	93	 
	Section 11.05  Notice of Redemption
	 	 	94	 
	Section 11.06  Deposit of Redemption Price
	 	 	95	 
	Section 11.07  Securities Payable on Redemption Date
	 	 	95	 
	Section 11.08  Securities Redeemed in Part
	 	 	96	 
	 
	 	 	 	 
	ARTICLE TWELVE SINKING FUNDS
	 	 	97	 






iii









 






	 	 	 	 	 
	 	 	Page	 
	Section 12.01  Applicability of Article
	 	 	97	 
	Section 12.02  Satisfaction of Sinking Fund Payments with Securities
	 	 	97	 
	Section 12.03  Redemption of Securities for Sinking Fund
	 	 	97	 
	 
	 	 	 	 
	ARTICLE THIRTEEN MEETINGS OF HOLDERS OF SECURITIES
	 	 	98	 
	 
	 	 	 	 
	Section 13.01  Purposes for Which Meetings May Be Called
	 	 	98	 
	Section 13.02  Call, Notice and Place of Meetings
	 	 	98	 
	Section 13.03   Persons Entitled to Vote at Meetings
	 	 	99	 
	Section 13.04  Quorum; Action
	 	 	99	 
	Section 13.05  Determination of Voting Rights; Conduct and Adjournment
of Meetings
	 	 	100	 
	Section 13.06  Counting Votes and Recording Action of Meetings
	 	 	101	 
	 
	 	 	 	 
	ARTICLE FOURTEEN REPAYMENT AT THE OPTION OF HOLDERS
	 	 	102	 
	 
	 	 	 	 
	Section 14.01  Applicability of Article
	 	 	102	 
	Section 14.02  Repayment of Securities
	 	 	102	 
	Section 14.03   Exercise of Option; Notice
	 	 	102	 
	Section 14.04  Election of Repayment by Remarketing Entities
	 	 	103	 
	Section 14.05  Securities Payable on the Repayment Date
	 	 	103	 
	 
	 	 	 	 
	ARTICLE FIFTEEN IMMUNITY OF INCORPORATORS, SHAREOWNERS,
OFFICERS AND DIRECTORS
	 	 	104	 
	 
	 	 	 	 
	Section 15.01 Exemption from Individual Liability
	 	 	104	 






iv









 






TABLE SHOWING REFLECTION IN THE INDENTURE OF CERTAIN

PROVISIONS OF TRUST INDENTURE ACT OF 1939*




	 	 	 	 	 
	TIA	 	 	 	Indenture Section
	§ 310
	 	(a)(1)	 	6.09
	 
	 	(a)(2)	 	6.09
	 
	 	(a)(3)	 	Not Applicable
	 
	 	(a)(4)	 	Not Applicable
	 
	 	(a)(5)	 	Not Applicable
	 
	 	(b)	 	6.08
	 
	 	(c)	 	Not Applicable
	§ 311
	 	(a)	 	6.13
	 
	 	(b)	 	6.13
	 
	 	(c)	 	Not Applicable
	§ 312
	 	(a)	 	7.01, 7.02(a)
	 
	 	(b)	 	7.02(b)
	 
	 	(c)	 	7.02(c)
	§ 313
	 	(a)	 	7.03
	 
	 	(b)	 	7.03
	 
	 	(c)	 	7.03
	 
	 	(d)	 	7.03
	§ 314
	 	(a)	 	7.04
	 
	 	(b)	 	Not Applicable
	 
	 	(c)(1)	 	1.02
	 
	 	(c)(2)	 	1.02
	 
	 	(c)(3)	 	Not Applicable
	 
	 	(d)	 	Not Applicable
	 
	 	(e)	 	1.02
	§ 315
	 	(a)	 	6.01(a), 6.01(c)
	 
	 	(b)	 	6.02, 7.03
	 
	 	(c)	 	6.01(b)
	 
	 	(d)	 	6.01
	 
	 	(d)(1)	 	6.01(a)
	 
	 	(d)(2)	 	6.01(c)(2)
	 
	 	(d)(3)	 	6.01(c)(3)
	 
	 	(e)	 	5.14
	§ 316
	 	(a)	 	1.01 (“Outstanding”)
	 
	 	(a)(1)(A)	 	5.12
	 
	 	(a)(1)(B)	 	5.13
	 
	 	(a)(2)	 	Not Applicable
	 
	 	(b)	 	5.08
	 
	 	(c)	 	1.04(f)
	§ 317
	 	(a)(1)	 	5.03
	 
	 	(a)(2)	 	5.04
	 
	 	(b)	 	10.03
	§ 318
	 	(a)	 	1.07








 




			
	*	 	This Table is not part of the Indenture.






v











 





          INDENTURE dated as of April 1, 1998 between ARVINMERITOR, INC., an Indiana corporation
(hereinafter called the “Company”) having its principal office at 2135 West Maple Road, Troy,
Michigan 48084-7186, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking
association, as trustee (hereinafter called the “Trustee”), having its principal corporate trust
office at 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602, Attention: Global Trust
Services.




RECITALS OF THE COMPANY




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




          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 (as
defined below) thereof, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders of the Securities, as follows:




ARTICLE ONE




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 term “this Indenture” means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental hereto entered into
pursuant to the applicable provisions hereof and shall include the terms of particular series of
Securities established as contemplated by Section 3.01;




          (2) all references in this Indenture to designated “Articles”, “Sections” and other
subdivisions are to the designated Articles, Sections and other subdivisions of this Indenture as
originally executed. 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;




 









 








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




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




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




          (6) certain terms, used principally in Article Three, are defined in that Article; and




          (7) the following terms shall have the following meanings:




          “Act” when used with respect to any Securityholder 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 and deliver Securities.




          “Authorized Newspaper” means a newspaper, in the English language or in an official
language of the country of publication, customarily published on each Business Day, whether or not
published on Saturdays, Sundays or holidays, and of general circulation in each place in connection
with which the term is used or in the financial community of each such place.




          “Bearer Security” means any Security that is not a Registered Security.




          “Board of Directors” means the Board of Directors of the Company or any committee of
that Board duly authorized to act for it hereunder.




2









 








          “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, 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, regulation or executive order to close, or
with respect to Securities denominated in a Foreign Currency, the capital city of the country of
such Foreign Currency or if denominated in ECU, Brussels, Belgium.




          “capital stock” means stock of any class of a corporation.




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




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




          “Company” means the corporation 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”, “Company Order” and “Company Consent” mean,
respectively, a written request, order or consent signed in the name of the Company by its Chairman
of the Board, President or a Vice President, and by its Treasurer, an Assistant Treasurer,
Controller, an Assistant Controller, Secretary, or an Assistant Secretary, and delivered to the
Trustee.




          “Consolidated Funded Debt” means the Funded Debt of the Company and its Restricted
Subsidiaries, as consolidated and determined in accordance with generally accepted accounting
principles.




          “Consolidated Net Tangible Assets” means, at any date of computation, the total amount
of consolidated assets of the Company and its consolidated subsidiaries, less the sum of (a) all
current liabilities, except for (i) any short-term debt, (ii) any current portion of long-term debt
and (iii) any current portion of obligations under capital leases,



3









 






and (b) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense
(less unamortized debt premium) and other like intangibles as shown on a balance sheet of the
Company and its consolidated subsidiaries prepared not more than 90 days prior to the date of
computation, in all cases computed in accordance with generally accepted accounting principles.




          “Conversion Date” has the meaning specified in Section 3.10(d).




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




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




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




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




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




          “Depositary” means, with respect to the Securities of any series issuable or issued in
the form of a Global Security, the Person designated as Depositary by the Company pursuant to
Section 3.01 until a successor Depositary shall have become such as provided pursuant to
the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include each
Person which is then a Depositary hereunder with respect to any Securities of such series. If at
any time there is more than one such Person which is then a Depositary with respect to the
Securities of any series, “Depositary” as used with respect to any Securities of such series shall
mean each Person which is then a Depositary with respect to such Securities.




          “Designated Currency” has the meaning specified in Section 5.16.




4









 








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




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




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




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




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




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




          “Exchange Date” has the meaning specified in Section 3.04(b).




          “Exchange Rate Agent” means, with respect to Securities of or within any series,
unless otherwise specified with respect to any Securities pursuant to Section 3.01, a New
York Clearing House bank, designated pursuant to Section 3.01 or Section 3.11.




          “Exchange Rate Officer’s Certificate” means a tested telex, telecopier notice or
certificate setting forth (i) the applicable Market Exchange Rate and (ii) the Dollar or Foreign
Currency amounts of principal (and premium, if any) and interest, if any (on an aggregate basis and
on the basis of a Security having the lowest denomination principal amount determined in accordance
with Section 3.02 in the relevant Currency), payable with respect to a Security of any
series on the basis of such Market Exchange Rate, sent (in the case of a telex or telecopier
notice) or signed (in the case of a certificate) by the Treasurer, any Vice President or any
Assistant Treasurer of the Company.




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




          “Funded Debt” of any corporation means, at any date of computation, all indebtedness
for money borrowed by such corporation which by its terms matures more than 12 months after such
date or which is extendible or renewable at the option of the obligor on such indebtedness to a
time more than 12 months after such date; provided, however, that (i) Funded Debt shall include all
obligations in respect of lease rentals which, under generally accepted accounting principles,
appear on a balance sheet of the



5









 






obligor as a liability item other than a current liability, (ii) in the case of the Company,
Funded Debt shall not include Subordinated Debt and (iii) outstanding preferred stock of a
Restricted Subsidiary that is not owned by the Company or a Wholly-owned Restricted Subsidiary
shall be deemed to constitute a principal amount of Funded Debt equal to the par value or
involuntary liquidation value, whichever amount is higher, of such preferred stock.




          “Global Security” means, with respect to any series of Securities issued hereunder, a
Security, which may be a Registered Security or a Bearer Security, executed by the Company and
authenticated and delivered by the Trustee pursuant to Section 3.03, which shall represent, and
shall be denominated in an amount equal to the aggregate principal amount of, all of the
Outstanding Securities of such series or a portion thereof having the same terms, including,
without limitation, the same date or dates on which principal is due, the same interest rate or
method of determining interest and, in the case of Original Issue Discount Securities, the same
issue price (except that such Outstanding Securities of such series or portion thereof need not
have the same issue date) and which shall be a temporary Global Security or a Permanent Global
Security.




          “Holder” or “Securityholder” when used with respect to a Registered Security,
means the Person in whose name such Security is registered on the Security Register and, when used
with respect to a Bearer Security, means the bearer thereof and when used with respect to any
coupon, means the bearer thereof.




          “indebtedness” of any corporation shall include all indebtedness, as determined in
accordance with generally accepted accounting principles, created, incurred or assumed by such
corporation or guaranteed by such corporation or indebtedness for which it is otherwise liable
(such as by agreement to purchase indebtedness of, or to supply funds to or invest in, others), all
amounts owing by such corporation under purchase money mortgages or other purchase money liens or
conditional sale or other title retention agreements, and all indebtedness secured by any mortgage,
security interest, pledge, lien or encumbrance upon property owned by such corporation, even though
such corporation has not assumed or become liable for the payment of such indebtedness; provided,
that, in computing the “indebtedness” of any corporation, there shall be excluded any particular
indebtedness if, upon or prior to the maturity thereof, there shall have been deposited with the
proper depository in trust money (or evidences of indebtedness if permitted by the instrument
creating such indebtedness) in the necessary amount to pay, redeem or satisfy such indebtedness,
and thereafter such money and evidences of indebtedness so deposited shall not be included in any
computation of the assets of such corporation.




          “Indexed Security” means a Security as to which all or certain interest payments
and/or the principal amount payable at Maturity are determined by reference to



6









 






prices, changes in prices, or differences between prices, or Securities or Currencies as
specified pursuant to Section 3.01.




          “interest” when used with respect to a non-interest bearing Security means interest
payable after Maturity.




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




          “mandatory sinking fund payment” has the meaning specified in Section 12.01.




          “Market Exchange Rate” means, unless otherwise specified with respect to any
Securities pursuant to Section 3.01, (i) for any conversion involving a Currency unit on
the one hand and Dollars or any Foreign Currency on the other, the exchange rate between the
relevant Currency unit and Dollars or such Foreign Currency calculated by the method specified
pursuant to Section 3.01 for the Securities of the relevant series, (ii) for any conversion
of Dollars into any Foreign Currency, the noon buying rate for such Foreign Currency for cable
transfers quoted in New York City as certified for customs purposes by the Federal Reserve Bank of
New York and (iii) for any conversion of one Foreign Currency into Dollars or another Foreign
Currency, the spot rate at noon local time in the relevant market at which, in accordance with
normal banking procedures, the Dollars or Foreign Currency into which conversion is being made
could be purchased with the Foreign Currency from which conversion is being made from major banks
located in either New York City or London or any other principal market for Dollars or such
purchased Foreign Currency, in each case determined by the Exchange Rate Agent. Unless otherwise
specified with respect to any Securities pursuant to Section 3.01, in the event of the
unavailability of any of the exchange rates provided for in the foregoing Clauses (i),
(ii) and (iii), the Exchange Rate Agent shall use, in its sole discretion and
without liability on its part, such quotation of the Federal Reserve Bank of New York as of the
most recent available date, or quotations from one or more major banks in New York City or London
or any other principal market for such Currency or Currency unit in question, or such other
quotations as the Exchange Rate Agent shall deem appropriate. Unless otherwise specified by the
Exchange Rate Agent, if there is more than one market for dealing in any Currency or Currency unit
by reason of foreign exchange regulations or otherwise, the market to be used in respect of such
Currency or Currency unit shall be that upon which a nonresident issuer of securities designated in
such Currency or Currency unit would purchase such Currency or Currency unit in order to make
payments in respect of such securities.




          “Maturity” when used with respect to any Security means the date on which the
principal of such Security becomes due and payable as therein or herein provided,



7









 






whether at the Stated Maturity or by declaration of acceleration, call for redemption or
otherwise.




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




          “Opinion of Counsel” means a written opinion of legal counsel, who may (except as
otherwise expressly provided in this Indenture) be counsel for the Company and who shall be
reasonably acceptable to the Trustee.




          “optional sinking fund payment” has the meaning specified in Section 12.01.




          “Original Issue Discount Security” means any Security that 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 of any series means, as of the date
of determination, all Securities of such series theretofore authenticated and delivered under this
Indenture, except:





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




          (ii) Securities of such series for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust by the Company
(if the Company shall act as its own Paying Agent) for the Holders of such Securities
in accordance with Section 4.01; 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 as to which defeasance has been effected pursuant to Section
4.03; and




          (iv) 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;


provided, however, that in determining whether the Holders of the requisite principal amount of
Outstanding Securities have given any request, demand, authorization,



8









 






direction, notice, consent or waiver hereunder or are present at a meeting of Holders for quorum
purposes, and for the purpose of making the calculations required by TIA Section 313, (a) the
principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding for
such purposes shall be the amount of the principal thereof that would be due and payable as of the
date of such determination upon acceleration of the Maturity thereof pursuant to Section
5.02, (b) the principal amount of a Security denominated in a Foreign Currency or Currencies
that shall be deemed to be Outstanding for such purposes shall be the Dollar equivalent of the
principal amount (or, in the case of a Security that is an Original Issue Discount Security or
Indexed Security, the principal amount deemed to be Outstanding pursuant to Clause (a)
above or Clause (c) below of this proviso) of such Security (or, as the case may be, any
Predecessor Security) determined upon original issuance thereof as provided pursuant to Section
3.01(3) with respect to the Securities of such series, (c) the principal amount of any Indexed
Security that may be counted in making such determination or calculation and that shall be deemed
Outstanding for such purpose shall be equal to the principal face amount of such Indexed Security
at original issuance unless otherwise provided with respect to such Security pursuant to
Section 3.01 and (d) Securities of such series owned by the Company or any other obligor
upon such Securities or any Affiliate of the Company or 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 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 such Securities or any Affiliate of
the Company or such other obligor.




          “Paying Agent” means any Person authorized by the Company (which may include the
Company) to pay the principal of (and premium, if any) or interest, if any, on any Securities on
behalf of the Company.




          “Permanent Global Security” means a permanent Global Security representing Securities
of a series or a portion thereof.




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




          “Place of Payment” means a city or any political subdivision thereof designated as
such as provided in Section 3.01.




9









 








          “Predecessor Securities” 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 lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same debt
as the lost, destroyed or stolen Security.




          “preferred stock” as applied to the stock of any corporation means any class of stock
of such corporation which has a preference in respect of dividends or other distributions of
assets, or in respect of amounts payable in the event of any voluntary or involuntary liquidation,
dissolution and winding up of such corporation, over any class of stock of such corporation.




          “Principal Property” means any real property (including buildings and other
improvements) of the Company or any Restricted Subsidiary whether currently owned or hereafter
acquired (other than any property hereafter acquired for the control or abatement of atmospheric
pollutants or contaminants or water, noise, odor or other pollution, or for purposes of developing
a cogeneration facility or a small power production facility as such terms are defined in the
Public Utility Regulatory Policies Act of 1978, as amended) which (i) has, at any date of
determination, a book value in excess of 2.5% of Consolidated Net Tangible Assets and (ii) in the
opinion of the Board of Directors is of material importance to the total business conducted by the
Company and its Restricted Subsidiaries as a whole.




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




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




          “Registered Security” means any Security registered on 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 provided in Section
3.01.




          “Remarketing Entity” when used with respect to Securities of any series which are
repayable at the option of the Holders thereof before their Stated Maturity means any person
designated by the Company to purchase any such Securities.




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




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




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




          “Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted
Subsidiary.




          “Sale and Lease-Back Transaction” has the meaning specified in Section 10.06.




          “Secured Debt” means indebtedness for money borrowed by the Company or a Restricted
Subsidiary (other than indebtedness owed by a Restricted Subsidiary to the Company, by a Restricted
Subsidiary to another Restricted Subsidiary or by the Company to a Restricted Subsidiary), which is
secured by (a) a mortgage or other lien on any Principal Property of the Company or a Restricted
Subsidiary, or (b) a pledge, lien or other security interest on any shares of stock or indebtedness
of a Restricted Subsidiary. The amount of Secured Debt at any time outstanding shall be the amount
then owing thereon by the Company or a Restricted Subsidiary.




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




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




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




11









 








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




          “Subordinated Debt” means any unsecured indebtedness of the Company which: (1) has a
final maturity subsequent to the latest final Maturity of the Outstanding Securities of any series;
(2) does not provide for mandatory payment or retirement prior to said date, whether by means of
serial maturities or sinking fund or other analogous provisions or plan, fixed or contingent,
requiring, or which on the happening of a contingency may require, the payment or retirement of
such indebtedness in amounts which as of any particular time would aggregate more than such portion
of the original principal amount thereof as is obtained by multiplying such original principal
amount by a fraction the numerator of which shall be the number of months elapsed from the date of
creation of such indebtedness to such time and the denominator of which shall be the number of
months from the date of creation thereof to the final maturity thereof; and (3) is expressly made
subordinate and junior in right of payment to the Securities and such other indebtedness of the
Company (except other Subordinated Debt) as may be specified in the instruments evidencing the
Subordinated Debt or the indenture or other similar instrument under which it is issued (which
indenture or other instrument shall be binding on all holders of such Subordinated Debt).




          “Subsidiary” means any corporation of which the Company, or the Company and one or
more Subsidiaries, or any one or more Subsidiaries, directly or indirectly own outstanding shares
of capital stock having voting power sufficient to elect, under ordinary circumstances (not
dependent upon the happening of a contingency), a majority of the directors.




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




          “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as
amended, as in force at the date as of which this Indenture was executed, except as otherwise
provided in Section 9.05.




          “United States” means the United States of America (including the District of
Columbia) and its possessions and territories and other areas subject to its jurisdiction
(including the Commonwealth of Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands).




          “United States Alien” means any Person who, for United States Federal income tax
purposes, is a foreign corporation, a non-resident alien individual, a non-



12









 






resident alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of
the members of which is, for United States Federal income tax purposes, a foreign corporation, a
non-resident alien individual or a non-resident alien fiduciary of a foreign estate or trust.




          “Unrestricted Subsidiary” means (a) any Subsidiary which, in accordance with the
provisions of this Indenture, has been designated by the Company as an Unrestricted Subsidiary,
unless and until such Subsidiary shall, in accordance with the provisions of this Indenture, be
designated by the Company as a Restricted Subsidiary; and (b) any corporation of which any one or
more Unrestricted Subsidiaries directly or indirectly own outstanding shares of capital stock
having voting power sufficient to elect, under ordinary circumstances (not dependent upon the
happening of a contingency), a majority of the directors.




          “Valuation Date” has the meaning specified in Section 3.10(c).




          “Wholly-owned Restricted Subsidiary” means a Restricted Subsidiary all of the
outstanding capital stock of which, other than directors’ qualifying shares, and all of the Funded
Debt of which, shall at the time be owned by the Company or by one or more Wholly-owned Restricted
Subsidiaries, or by the Company in conjunction with one or more Wholly-owned Restricted
Subsidiaries.




          “Yield to Maturity” when used with respect to an Original Issue Discount Security
means the yield to Maturity on such Security calculated at the time of issuance thereof, or, if
applicable, at the most recent redetermination of interest on such Security, and calculated in
accordance with either the constant interest method or such other accepted financial practice as is
specified in the terms of such Security established pursuant to Section 3.01.




          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.




13









 








          Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include




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




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




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




          (4) a statement as to whether, in the opinion of each such individual, such 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 of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel, or, insofar as it
relates to accounting matters, upon a certificate or opinion of, or representations by, independent
public accountants, 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.




14









 








          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 Securityholders.




          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be made, given or taken by Securityholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such Securityholders
in person or by agent duly appointed in writing. If Securities of a series are issuable in whole
or in part as Bearer Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by Securityholders may,
alternatively, be embodied in and evidenced by the record of Securityholders voting in favor
thereof, either in person or by proxies duly appointed in writing, at any meeting of
Securityholders duly called and held in accordance with the provisions of Article Thirteen,
or a combination of such instrument or instruments and any such record. Except as herein otherwise
expressly provided, such action shall become effective when such instrument or instruments or
record or both are delivered to the Trustee, and, where it is hereby expressly required, to the
Company. Such instrument or instruments and any such record (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act” of the Securityholders signing
such instrument or instruments or so voting at any such meeting. Proof of execution of any such
instrument or of a writing appointing any such agent 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. The record of any meeting of Securityholders shall
be proved in the manner provided in Section 13.06.




          (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by (i) the affidavit of a witness of such execution or by (ii) the certificate of any 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 person acting in 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 reasonable manner which the Trustee deems sufficient.




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




15









 








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




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




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



16









 






it shall become effective pursuant to the provisions of this Indenture not later than eleven
months after the record date.




          Section 1.05 Notices, etc., to Trustee and Company.




          Any request, demand, authorization, direction, notice, consent, waiver or Act of
Securityholders or other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,





     (1) the Trustee by any Securityholder or by the Company shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its
principal corporate trust office, or




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



          Section 1.06 Notices to Securityholders; Waiver.




          Where this Indenture provides for notice to Securityholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) (a) to Holders of Registered
Securities, if in writing and mailed, first-class, postage prepaid, to each Holder of Registered
Securities affected by such event, at such Holder’s address as it appears on the Security Register,
not later than the latest date, and not earlier than the earliest date, prescribed for the giving
of such notice and (b) except as otherwise specified with respect to any Securities pursuant to
Section 3.01, to Holders of Bearer Securities, if published in an Authorized Newspaper in
the City of New York and, if the Securities of such series are then listed on the London Stock
Exchange Limited and such stock exchange shall so require, in London, and, if the Securities of
such series are then listed on the Luxembourg Stock Exchange and such stock exchange shall so
require, in Luxembourg, and, if the Securities of such series are then listed on any other stock
exchange outside the United States and such stock exchange shall so require, in any other required
city outside the United States or, if not practicable, in Europe, on a Business Day at least twice,
the first such publication to be not later than the latest date and not earlier than the earliest
date prescribed for the giving of such notice. Any such notice shall be deemed to have been given
on the date of such publication or, if published more than once, on the date of the first
publication.




          In any case where notice to Holders of Registered Securities is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any



17









 






particular Holder of a Registered Security shall affect the sufficiency of such notice with
respect to other Holders of Registered Securities or the sufficiency of any notice by publication
to Holders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the
manner prescribed herein shall be conclusively deemed to have been given to such Holder whether or
not received by such Holder. In case, by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible or impracticable to give notice to Holders of
Registered Securities by mail, then such notification as shall be made with the approval of the
Trustee shall constitute sufficient notification to Holders 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.




          In case, by reason of the suspension of publication of any Authorized Newspaper, or by reason
of any other cause, it shall be impossible or impracticable to make publication of any notice to
Holders of Bearer Securities in an Authorized Newspaper or Authorized Newspapers as required by
this Indenture, then such method of publication or notification to Holders of Bearer Securities as
shall be made with the approval of the Trustee shall constitute a sufficient publication of such
notice. Neither the failure to give notice by publication, nor any defect in any notice so given,
to any particular Holder of a Bearer Security as provided herein shall affect the sufficiency of
such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice
given to Holders of Registered Securities as provided herein.




          Where this Indenture provides for notice in any manner, such notice may be waived in writing
by the Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Securityholders 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 of this Indenture limits, qualifies or conflicts with another provision
hereof which is required or deemed to be included in this Indenture by any of the provisions of
TIA, such required or deemed included provision shall control.




          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.




18









 








          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 of any series or in any coupons
appertaining thereto shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.




          Section 1.11 Benefits of Indenture.




          Nothing in this Indenture or in the Securities or in any coupons appertaining thereto, express
or implied, shall give to any Person, other than the parties hereto, any Authentication Agent, any
Paying Agent, any Security Registrar and their successors hereunder and the Securityholders, any
benefit or any legal or equitable right, remedy or claim under this Indenture.




          Section 1.12 Governing Law.




          This Indenture and the Securities and any coupons appertaining thereto shall be governed by
and construed in accordance with the internal laws of the State of New York, without regard to its
conflicts of law principles.




          Section 1.13 Payments Due on Non-Business Days.




          If any Stated Maturity, Redemption Date, Repayment Date, Interest Payment Date or other day on
which payment of any principal, premium or interest is required to be made in respect of a Security
of any series shall not be a Business Day with respect to the Securities of such series, then
(notwithstanding any other provision of this Indenture or of such Security or any coupon
appertaining thereto) payment of the principal (and premium, if any) and interest, if any,
otherwise due in respect of such Security need not be made at such Stated Maturity or on such
Redemption Date, Repayment Date, Interest Payment Date or other day, as the case may be, but may be
made on the next succeeding Business Day with the same force and effect as if made at such Stated
Maturity or on such Redemption Date, Repayment Date, Interest Payment Date or other day, as the
case may be, and no interest shall accrue for the period from and after such Stated Maturity,
Redemption Date, Repayment Date, Interest Payment Date or other day, as the case may be.




19









 








ARTICLE TWO




FORMS OF SECURITIES




          Section 2.01 Forms Generally.




          The Registered Securities, if any, of each series and the Bearer Securities, if any, of each
series and the coupons, if any, appertaining thereto shall be in substantially the form or forms
(including temporary or permanent global form) as shall be established by or pursuant to a Board
Resolution (and set forth in a Board Resolution or, to the extent established pursuant to rather
than set forth in such Board Resolution, in an Officers’ Certificate as to such establishment) or
in one or more supplemental indentures 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 any law or with any rules or regulations pursuant
thereto, or with the rules of any securities exchange, or as may, consistently herewith, be
determined by the officers executing such Securities or coupons, as evidenced by their execution of
such Securities or coupons.




          The Securities of each series shall be issuable as Registered Securities without coupons or as
Bearer Securities with or without coupons. Unless otherwise specified with respect to the
Securities of a series as contemplated by Section 3.01, Bearer Securities (other than
Global Securities) will have coupons attached and Bearer Securities that are Global Securities will
not have coupons attached. Registered Securities and Bearer Securities of a series may, to the
extent specified with respect to the Securities of such series, as contemplated by Section
3.01, be issued as Global Securities.




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




          Section 2.02 Form of Trustee’s Certificate of Authentication.




          The Trustee’s Certificate of Authentication on all Securities shall be substantially in the
following form:




“CERTIFICATE OF AUTHENTICATION




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





20












 





	 	 	 	 	 	 	 
	 

	 	 	 	 	 	,
	 	 	   	 
	 

	 	 	 	as Trustee     	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Officer”	 	 






          Section 2.03 Global Securities.




          If the Securities of or within a series are issuable as a Global Security, such Global
Security may provide that it shall represent such of the Outstanding Securities of such series as
shall be specified therein and may provide that it shall represent Outstanding Securities of such
series from time to time endorsed thereon and may also provide that the aggregate amount of
Outstanding Securities represented thereby may from time to time be increased or decreased to
reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any increase or
decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee
and in such manner as shall be specified in such Global Security. Any instructions by the Company
with respect to a Global Security, after its initial issuance, other than a change in the terms of
the Global Security, shall be in writing but need not comply with Section 1.02 and need not
be accompanied by an Opinion of Counsel.




          Unless otherwise provided with respect to the Securities of any series in accordance with
Section 3.01, payment of principal of (and premium, if any, on) a Permanent Global Security
of such series in bearer form shall be made by the Depositary to each of Euroclear and CEDEL with
respect to the portion of such Permanent Global Security held for each of their respective accounts
by the Depositary. Each of Euroclear and CEDEL will in such circumstances credit the payment of
principal (or premium, if any) received by it in respect of such Permanent Global Security to the
accounts of the beneficial owners thereof. Payment of interest, if any, on such Permanent Global
Security shall be made as provided in Section 3.07.




          The provisions of the last sentence 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, together with the written statement contemplated by the last sentence of the
last paragraph of Section 3.03.




          Notwithstanding the provisions of Section 3.08 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company or the Trustee shall treat as the
Holder of such principal amount of Outstanding Securities





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represented by a Permanent Global Security (i) in the case of a Permanent Global Security in
registered form, the Holder of such Permanent Global Security in registered form, or (ii) in the
case of a Permanent Global Security in bearer form, Euroclear or CEDEL.




ARTICLE THREE




THE SECURITIES




          Section 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 at any time and from time to time in one or more series. There
shall be established, at the Company’s option, (i) in or pursuant to one or more Board Resolutions
and set forth in an Officers’ Certificate or (ii) in one or more supplemental indentures hereto, in
each case, prior to the issuance of Securities of any series, any or all of the following, as
applicable:





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




     (2) 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, 11.08 or 14.03 and except for any Securities which, pursuant to
Section 3.03, are deemed never to have been authenticated and delivered hereunder);




     (3) if the Securities of the series are not denominated in Dollars, the Foreign Currency
or Foreign Currencies in which such Securities are denominated, the manner in which the
Dollar equivalent of the principal amount of each such Security is to be determined upon
original issuance and, if any payment of principal of (or premium, if any) or interest, if
any, on or any other amount in respect of the Securities of the series is not payable in
Dollars, the Foreign Currency or Foreign Currencies in which such payment shall be payable
and the particular provisions applicable thereto;




     (4) the date or dates, or the method by which such date or dates will be determined or
extended, on which the principal of (and premium, if any, on) the



22









 






Securities of the series is payable;




     (5) the rate or rates at which the Securities of the series shall bear interest, if any,
or the method by which such rate or rates shall be determined, the date or dates from which
such interest shall accrue, or the method by which such date or dates shall be determined,
the Interest Payment Dates on which such interest shall be payable and the Regular Record
Date, if any, for the interest payable on any Registered Security on any Interest Payment
Date, or the method by which such date or dates shall be determined and the manner of
computing interest, if any, if other than as specified in the last paragraph of Section
3.07;




     (6) the place or places where, subject to Section 10.02, the principal of (and
premium, if any) and interest, if any, on Securities of the series shall be payable, any
Registered Securities of the series may be surrendered for registration of transfer,
Securities of the series may be surrendered for exchange and notices and demands to or upon
the Company in respect of the Securities of the series and this Indenture may be served and
where notices to Holders pursuant to Section 1.06 will be published;




     (7) the period or periods within which, the price or prices at which, the Foreign
Currency or Foreign Currencies, if any, in which and the terms and conditions upon which
Securities of the series may be redeemed, in whole or in part, at the option of the Company,
pursuant to any sinking fund or otherwise;




     (8) the obligation, if any, of the Company to redeem or purchase Securities of the
series pursuant to any sinking fund or analogous provisions or at the option of a Holder
thereof and the period or periods within which, the price or prices at which, the Foreign
Currency or Foreign Currencies, if any, in which and the 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 Registered Securities of the series shall be issuable; and the
denominations in which Bearer Securities of such series shall be issuable if other than
$10,000 and any integral multiple thereof;




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




     (11) whether Securities of the series are to be issuable as Registered



23









 






Securities, Bearer Securities or both, whether Bearer Securities of the series are to be
issuable with or without coupons or both, whether and the terms upon which Bearer Securities
of the series may be exchanged for Registered Securities of the series, if other than as
provided herein, and, in the case of Bearer Securities (or any temporary Global Security
representing the same), the date as of which such Bearer Securities shall be dated if other
than the date of original issuance of the first Security of such series of like tenor and
term to be issued;




     (12) whether the Securities of the series shall be issued in whole or in part in the
form of a Global Security or Securities and, in such case, the Depositary for such Global
Security or Securities, whether such global form shall be permanent or temporary and, if so,
whether beneficial owners of interests in any such Permanent Global Security may exchange
such interests for Securities of such series in certificated form and of like tenor of any
authorized form and denomination and the circumstances under which any such exchanges may
occur, if other than in the manner provided in this Article Three, and, if
applicable, the Exchange Date;




     (13) whether and under what circumstances, and the terms and conditions on which, the
Company will pay additional amounts on the Securities of the series in respect of any tax,
assessment or governmental charge withheld or deducted and whether the Company will have the
option to redeem such Securities rather than pay such additional amounts or to redeem such
Securities in the event of the imposition of any certification, documentation, information or
other reporting requirement and, if so, under what circumstances and the terms and conditions
on which the Company may exercise such option;




     (14) if the amount of payments of principal of (or premium, if any) or interest, if any,
on any Securities of the series may be determined with reference to an index, the manner in
which such amounts shall be determined;




     (15) the Person to whom interest, if any, on any Registered Security of the series shall
be payable, if other than the Person in whose name such Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such
interest payment, the manner in which, or the Person to whom, interest, if any, on any Bearer
Security of the series shall be payable, if other than upon presentation and surrender of the
coupons appertaining thereto as they severally mature, and the extent to which, or the manner
in which, any interest payable on a temporary Global Security on an Interest Payment Date
will be paid if other than in the manner provided in Section 3.04;




     (16) any additions to or changes in any Events of Default or covenants set forth herein
with respect to the Securities of the series;



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     (17) the application, if any, of Section 4.03 or Section 10.09 to the
Securities of the series;




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




     (19) the Trustee with respect to the series, if other than the Trustee named in this
Indenture and the identity of each Authenticating Agent, Security Registrar and/or Paying
Agent, if other than the Trustee;




     (20) the terms and conditions, if any, upon which the Securities of the series shall be
exchanged for or converted into other securities or property of the Company or of another
Person;




     (21) whether the Securities of the series are subject to subordination and the terms of
such subordination; and




     (22) any other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture).



          All Securities of any one series and the coupons, if any, appertaining to any Bearer
Securities of such series shall be substantially identical except as to denomination and except as
may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers’
Certificate or in any such supplemental indenture hereto. Securities of any particular series may
be issued at various times, with different dates on which the principal or any installment of
principal is payable, with different rates of interest, if any, or different methods by which rates
of interest may be determined, with different dates on which such interest may be payable and with
different Redemption or Repayment Dates and may be denominated in different Currencies or payable
in different Currencies.




          Prior to the issuance of Securities of any series the Trustee shall have received and (subject
to Section 6.01) shall be fully protected in relying upon:





     (a) the Board Resolution, Officers’ Certificate or supplemental indenture hereto
establishing the form of the Securities of the series pursuant to Section 2.01 and the
terms of the Securities of the series pursuant to this Section;




     (b) an Officers’ Certificate; and




     (c) an Opinion of Counsel stating:




     (i) that the form or forms of the Securities of the series and any coupons
appertaining thereto has been established by or pursuant to a Board



25









 






Resolution or by a supplemental indenture hereto as provided by Section
2.01 in conformity with the provisions of this Indenture;




     (ii) that the terms of the Securities of the series and any coupons appertaining
thereto have been established by or pursuant to a Board Resolution or by a supplemental
indenture hereto as provided by this Section in conformity with the provisions of this
Indenture;




     (iii) that the Securities of the series and the coupons, if any, appertaining
thereto, 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, subject to bankruptcy, insolvency, reorganization and
other laws of general applicability relating to or affecting the enforcement of
creditors’ rights and to general equity principles and except further as enforcement
thereof may be limited by (1) requirements that a claim with respect to any Securities
denominated other than in Dollars (or a Foreign Currency or Currency unit judgment in
respect of such claim) be converted into Dollars at a rate of exchange prevailing on a
date determined pursuant to applicable law or (2) governmental authority to limit,
delay or prohibit the making of payments in Foreign Currencies or Currency units or
payments outside the United States; and




     (iv) that all laws and requirements in respect of the execution and delivery by
the Company of the Securities of the series and the coupons, if any, appertaining
thereto have been complied with and that authentication and delivery of the Securities
of the series and any coupons appertaining thereto by the Trustee will not violate the
terms of the Indenture.



          The Trustee shall have the right to decline to authenticate and deliver any Securities of such
series and the coupons, if any, appertaining thereto





     (i) if the Trustee, being advised by counsel, determines that such action may not
lawfully be taken;




     (ii) if the Trustee in good faith by its board of directors or trustees, executive
committee or a trust committee of directors or trustees and/or vice presidents shall
determine that such action would expose the Trustee to personal liability to Holders of
any outstanding series of Securities; or



26









 






     (iii) if the issue of the Securities of such series pursuant to this Indenture
will affect the Trustee’s own rights, duties and immunities under the Securities and
this Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee.



          Notwithstanding the provisions of this Section 3.01 and Section 3.03, if all
the Securities of any series are not to be originally issued at one time, it shall not be necessary
to deliver any Board Resolution, Officers’ Certificate or Opinion of Counsel otherwise required
pursuant to this Section or Section 3.03, prior to or at the time of authentication of each
Security of such series if such documents are delivered prior to or at the time of authentication
upon original issuance of the first Security of such series to be issued and such additional
issuance conforms with the terms of the original documentation.




          Section 3.02 Denominations.




          Securities of each series shall be issuable in such form and denominations as shall be
specified in the form of Security for such series approved or established pursuant to Section
2.01 or in the Officers’ Certificate or supplemental indenture delivered pursuant to
Section 3.01. In the absence of any specification with respect to the Securities of any
series, the Registered Securities of such series, if any (other than Registered Securities in
global form, which may be in any denomination), shall be issuable in denominations of $1,000 and
any integral multiples thereof and the Bearer Securities of such series, if any (other than Bearer
Securities in global form, which may be in any denomination), shall be issuable in denominations of
$10,000 and any integral multiple thereof.




          Section 3.03 Execution, Authentication, Delivery and Dating.




          The Securities and coupons, if any, shall be executed on behalf of the Company by its Chairman
of the Board of Directors or its President or any Vice President in each case under its corporate
seal reproduced thereon, which corporate seal may be attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers on the Securities or coupons may be
manual or facsimile and may be imprinted or otherwise reproduced on the Securities or coupons. The
corporate 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 or the coupons. Notwithstanding the
foregoing, any temporary Global Security may be executed on behalf of the Company as provided
herein without any necessity of being under its corporate seal as aforesaid.




          Securities and coupons appertaining thereto bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall





27









 







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 coupons or did not hold
such offices at the date of such Securities or coupons.



          At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities, together with any coupons appertaining thereto, executed by the
Company to the Trustee for authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee, in accordance with the Company Order, shall
authenticate and deliver such Securities; provided, however, that, in connection with its original
issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United
States; and provided, further, that, unless otherwise specified with respect to any series of
Securities pursuant to Section 3.01, a Bearer Security may be delivered in connection with
its original issuance only if the Person entitled to receive such Bearer Security shall have
furnished a certificate substantially in the form set forth in Exhibit A-1 to this Indenture or
such other certificate as may be specified with respect to any series of Securities pursuant to
Section 3.01, dated no earlier than 15 days prior to the earlier of the date on which such
Bearer Security is delivered and the date on which any temporary Global Security or any Permanent
Global Security first becomes exchangeable for such Bearer Security in accordance with the terms of
such temporary Global Security or Permanent Global Security and this Indenture. If all the
Securities of any one series are not to be issued at one time and if a Board Resolution or
indenture supplemental hereto relating to the Securities of such series shall so permit, such
Company Order may set forth procedures acceptable to the Trustee for the issuance of such
Securities, including, without limitation, procedures with respect to date of issue, Stated
Maturity, rate of interest, if any, and date from which interest, if any, shall accrue as
determined by the Company as contemplated by Section 3.01. In authenticating and
delivering 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 Section
6.01) shall be fully protected in relying upon, an Opinion of Counsel as provided in
Section 3.01.



          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 Section
3.04, if and to the extent applicable, and the Company Order with respect to such series,
authenticate and deliver one or more Global Securities in permanent or temporary form that (i)
shall represent and shall be denominated in an aggregate principal amount of the Outstanding
Securities of such series to be represented by one or more Global Securities, (ii) shall be
registered in the name of the Depositary for such Global Security or Securities or the nominee of
such Depositary and (iii) shall be delivered by the Trustee to such Depositary or pursuant to such
Depositary’s instructions.




28









 








          Unless otherwise specified with respect to the Securities of a series as contemplated by
Section 3.01, each Person designated pursuant to Section 3.01 as a Depositary for a
Global Security in registered form, at the time of its designation and at all times while it serves
as Depositary, shall be a clearing agency registered under the Securities Exchange Act of 1934, as
amended, and any other applicable statute or regulation.




          Each Registered Security (including a Global Security) shall be dated the date of its
authentication. Each Bearer Security of a series (including a Global Security) shall be dated as
of the date of original issuance of the first Security of such series to be issued except as
otherwise established in or pursuant to the Board Resolution or indenture supplemental hereto
referred to in Section 3.01 relating to the Securities of such series.




          No Security or coupon, if any, appertaining thereto shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for herein executed by the Trustee
by manual signature, and such certificate upon any Security shall be conclusive evidence, and the
only evidence, that such Security has been duly authenticated and delivered hereunder. Except as
permitted by Section 3.06, the Trustee shall not authenticate and deliver any Bearer
Security unless all appurtenant coupons, if any, for interest then matured have been detached and
canceled. 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 never be entitled to the benefits of this Indenture.




          Section 3.04 Temporary Securities.




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





29









 







such temporary Securities may be issued as a temporary Global Security representing such of
the Outstanding Securities of such series as shall be specified therein.




          If temporary Securities of any series are issued, the Company will cause definitive Securities
of such series to be prepared without unreasonable delay but, in the case of Securities initially
represented by a temporary Global Security, in any event not later than the applicable Exchange
Date. Except in the case of temporary Global Securities (which shall, except as otherwise
specified with respect to the Securities of such series pursuant to Section 3.01, be
exchanged in accordance with the provisions of Subsection (b) of this Section), 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 maintained pursuant to Section 10.02
at a Place of Payment with respect to Securities of such series, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities of any series (accompanied
by any unmatured coupons appertaining thereto) the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of definitive Securities of
such series of authorized denominations and of a like Stated Maturity, with like terms and
provisions, and in the case of Bearer Securities, having attached thereto any appropriate coupons;
provided, however, that, unless otherwise specified with respect to the Securities of such series
pursuant to Section 3.01, no definitive Bearer Security shall be delivered in exchange for
a temporary Registered Security; and provided, further, that a definitive Bearer Security shall be
delivered in exchange for a temporary Bearer Security only in compliance with the conditions set
forth in Section 3.03, this Section 3.04 and Section 3.05. 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 and with like terms and
conditions authenticated and delivered hereunder, except as otherwise specified with respect to the
Securities of such series pursuant to Section 3.01 or as provided in Subsection (b)
of this Section as to payment of interest, if any.




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




          Without unnecessary delay but in any event not later than the date specified in, or determined
pursuant to the terms of, any such temporary Global Security (the “Exchange Date”), the Company
shall deliver to the Trustee definitive Securities, in





30









 







aggregate principal amount equal to the principal amount of such temporary Global Security,
executed by the Company. On or after the Exchange Date, such temporary Global Security shall be
surrendered by the Depositary to the Trustee, as the Company’s agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities without charge, and the
Trustee shall authenticate and deliver, in exchange for each portion of such temporary Global
Security, an equal aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such temporary Global Security to be
exchanged. The definitive Securities to be delivered in exchange for any such temporary Global
Security shall be in bearer form, registered form, permanent global bearer form or permanent global
registered form, or any combination thereof, as specified as contemplated by Section 3.01,
and, if any combination thereof is so specified, as requested by the beneficial owner thereof;
provided, however, that, unless otherwise specified in such temporary Global Security, upon such
presentation by the Depositary, such temporary Global Security is accompanied by a certificate
dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such
temporary Global Security held for its account then to be exchanged and a certificate dated the
Exchange Date or a subsequent date and signed by CEDEL as to the portion of such temporary Global
Security held for its account then to be exchanged, each substantially in the form set forth in
Exhibit A-2 to this Indenture or in such other form as may be established pursuant to Section
3.01; and provided, further, that definitive Bearer Securities shall be delivered in exchange
for a portion of a temporary Global Security only in compliance with the requirements of
Section 3.03, this Section 3.04 and Section 3.05.




          Unless otherwise specified in such temporary Global Security, the interest of a beneficial
owner of Securities of a series in a temporary Global Security shall be exchanged for definitive
Securities of the same series and of like tenor following the Exchange Date when the account holder
instructs Euroclear or CEDEL, as the case may be, to request such exchange on his behalf and
delivers to Euroclear or CEDEL, as the case may be, a certificate substantially in the form set
forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to
Section 3.01), dated no earlier than 15 days prior to the Exchange Date, copies of which
certificate shall be available from the officers of Euroclear and CEDEL, the Trustee, any
Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless
otherwise specified in such temporary Global Security, any such exchange shall be made free of
charge to the beneficial owners of such temporary Global Security, except that a Person receiving
definitive Securities must bear the cost of insurance, postage, transportation and the like unless
such Person takes delivery of such definitive Securities in person at the offices of Euroclear or
CEDEL. Definitive Securities in bearer form to be delivered in exchange for any portion of a
temporary Global Security shall be delivered only outside the United States.




31









 








          Until exchanged in full as hereinabove provided, the temporary Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as definitive Securities of
the same series and of like tenor authenticated and delivered hereunder, except that, unless
otherwise specified as contemplated by Section 3.01, interest payable on a temporary Global
Security on an Interest Payment Date for Securities of such series occurring prior to the
applicable Exchange Date shall be payable to Euroclear and CEDEL on such Interest Payment Date upon
delivery by Euroclear and CEDEL to the Trustee of a certificate or certificates in substantially
the form set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established
pursuant to Section 3.01), for credit without further interest on or after such Interest
Payment Date to the respective accounts of Persons who are the beneficial owners of such temporary
Global Security on such Interest Payment Date and who have each delivered to Euroclear or CEDEL, as
the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date
occurring prior to such Exchange Date in substantially the form set forth as Exhibit A-1 to this
Indenture (or in such other form as my be established pursuant to Section 3.01).
Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this
paragraph shall satisfy the certification requirements of the preceding two paragraphs of this
Section and of Section 3.03(b) and the interests of the Persons who are the beneficial owners of
the temporary Global Security with respect to which such certification was made will be exchanged
for definitive Securities of the same series and of like tenor on the Exchange Date or the date of
certification if such date occurs after the Exchange Date, without further act or deed by such
beneficial owners. Except as otherwise provided in this paragraph, no payments of principal (or
premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary
Global Security will be made unless and until such interest in such temporary Global Security shall
have been exchanged for an interest in a definitive Security. Any interest so received by
Euroclear and CEDEL and not paid as herein provided shall be returned to the Trustee prior to the
expiration of 2 years after such Interest Payment Date in order to be repaid to the Company.




          Section 3.05 Registration, Registration of Transfer and Exchange.




          With respect to each series of Securities which are Registered Securities, the Company shall
cause to be kept at one of the offices or agencies maintained by the Company pursuant to
Section 10.02, a register (herein sometimes referred to as the “Security Register”) in
which, subject to such reasonable regulations as it may prescribe, the Company shall provide for
the registration of Registered Securities of such series and the registration of transfers of
Registered Securities of such series. Said office or agency is hereby initially appointed
“Security Registrar” for the purpose of registering Registered Securities of such series and
transfers of Registered Securities of such series as herein provided. The Company may from time to
time change the place at which the Security





32









 







Register shall be kept. The Trustee shall have the right to examine the Security Register for
each series at any time during normal business hours.




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




          At the option of the Holder, Registered Securities of any series may be exchanged for other
Registered Securities of such series of any authorized denominations, of like tenor and terms and
aggregate principal amount, upon surrender of the Registered Securities to be exchanged at such
office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the
Securityholder making the exchange is entitled to receive. Unless otherwise specified pursuant to
Section 3.01, Bearer Securities may not be issued in exchange for Registered Securities.




          At the option of the Holder, Registered Securities or Bearer Securities of any series may be
issued in exchange for Bearer Securities (except as otherwise specified as contemplated by
Section 3.01 with respect to a Bearer Security in global form) of the same series, of any
authorized denominations and of like tenor and terms and aggregate principal amount, upon surrender
of the Bearer Securities to be exchanged at any such office or agency with all unmatured coupons
and all matured coupons in default appertaining thereto. If the Holder of a Bearer Security is
unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default,
such exchange may be effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Company and the Trustee in an amount equal to the face amount of such missing
coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company
and the Trustee if there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have
been made, such Holder shall be entitled to receive the amount of such payment; provided,
however, that, except as otherwise provided in Section 10.02, interest represented
by coupons shall be payable only upon presentation and surrender of those coupons at an office or
agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security
of any series is surrendered at any such office or agency in a permitted exchange for a Registered
Security of the same series and like tenor and terms after the close of business at such office or
agency of (i) any Regular Record Date and before the opening of business at such office or agency
on the relevant Interest Payment Date, or (ii) any Special Record





33









 







Date and before the opening of business at such office or agency on the related proposed date
for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date or proposed date for payment, as the case may be, and
interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment
Date or proposed date for payment, as the case may be, in respect of the Registered Security issued
in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when
due in accordance with the provisions of this Indenture. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Securityholder making the exchange is entitled to receive.




          Notwithstanding the foregoing, except as otherwise specified as contemplated by Section
3.01, any Permanent Global Security shall be exchangeable only as provided in this paragraph.
If any beneficial owner of an interest in a Permanent Global Security is entitled to exchange such
interest for definitive Securities of such series, as specified with respect to the Securities of
such series pursuant to Section 3.01 and provided that any applicable notice provided in
the Permanent Global Security shall have been given, then without unnecessary delay but in any
event not later than the earliest date on which such interest may be so exchanged, the Company
shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the
principal amount of such beneficial owner’s interest in such Permanent Global Security, executed by
the Company. On or after the earliest date on which such interests may be so exchanged, such
Permanent Global Security shall be surrendered by the Depositary or such other depositary as shall
be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for
such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver in accordance with instructions from
the applicable depositary (including instructions as to the registration of Registered Securities),
in exchange for each portion of such Permanent Global Security, an equal aggregate principal amount
of definitive Securities of the same series of authorized denominations and of like tenor as the
portion of such Permanent Global Security to be exchanged which, unless the Securities of the
series are not issuable both as Bearer Securities and as Registered Securities, as specified as
contemplated by Section 3.01, shall be in the form of Bearer Securities or Registered
Securities, or any combination thereof, as shall be specified by the beneficial owner thereof or
shall, if the Securities of such series are issuable only as Registered Securities or only as
Bearer Securities, be definitive Registered Securities or definitive Bearer Securities, as the case
may be; provided, however, that no such exchanges may occur during a period
beginning at the opening of business 15 days before any selection of Securities to be redeemed and
ending on the relevant Redemption Date, if the Security for which exchange is requested may be
among those selected for redemption; and provided, further, that no Bearer Security
delivered in exchange for a portion of a Permanent Global Security shall be





34









 







mailed or otherwise delivered to any location in the United States. If a Registered Security
is issued in exchange for any portion of a Permanent Global Security after the close of business at
the office or agency where such exchange occurs on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any
Special Record Date and before the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may
be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may
be, in respect of such Registered Security, but will be payable on such Interest Payment Date or
proposed date for payment, as the case may be, only to the Person to whom interest in respect of
such portion of such Permanent Global Security is payable in accordance with the provisions of this
Indenture.




          Upon the exchange of a Global Security for Securities in definitive form, such Global Security
shall be canceled by the Trustee.




          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 if at any time
the Depositary for the Securities of such series shall no longer be eligible under the fifth
paragraph of Section 3.03, the Company shall appoint a successor Depositary for 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 election pursuant to Section 3.01 shall no longer be
effective with respect to the Securities of such series and the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver, Securities of such series of like tenor
and terms and in definitive form in an aggregate principal amount equal to the principal amount of
the Global Security or Securities representing such series in exchange for such Global Security or
Securities.




          The Company may at any time and in its sole discretion determine that the Securities of any
series issued in the form of one or more Global Securities shall no longer be represented by such
Global Security or Securities. In such event the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive Securities of such
series, will authenticate and deliver, Securities of such series of like tenor and terms and in
definitive form in an aggregate principal amount equal to the principal amount of the Global
Security or Securities representing such series in exchange for such Global Security or Securities.




          If specified by the Company pursuant to Section 3.01 with respect to a series of
Securities, the Depositary for such series of Securities may surrender a Global Security


35









 







for such series of Securities in exchange in whole or in part for Securities of such series of
like tenor and terms and in definitive 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,





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




     (b) to such Depositary a new Global Security of like tenor and terms and in an aggregate
principal amount equal to the difference, if any, between the principal amount of the
surrendered Global Security and the aggregate principal amount of Securities delivered to
Holders thereof.



          In any exchange provided for in any of the preceding three paragraphs, the Company will
execute and the Trustee will authenticate and deliver Securities (a) in definitive registered form
in authorized denominations, if the Securities of such series are issuable as Registered
Securities, (b) in definitive bearer form in authorized denominations, with coupons attached, if
the Securities of such series are issuable as Bearer Securities or (c) as either Registered or
Bearer Securities, as shall be specified by the beneficial owner thereof, if the Securities of such
series are issuable in either form; provided, however, that no definitive Bearer Security shall be
delivered in exchange for a temporary Global Security unless the Company or its agent shall have
received from the Person entitled to receive the definitive Bearer Security a certificate
substantially in the form set forth in Exhibit A-1 and, if applicable, A-2 hereto; and provided,
further, that delivery of a Bearer Security shall occur only outside the United States; and
provided, further, that no definitive Bearer Security will be issued if the Company has reason to
know that any such certificate is false.




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




          Every Registered Security presented or surrendered for registration of transfer or exchange
shall (if so required by the Company, the Security Registrar 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 the Holder’s attorney duly authorized in
writing.




36









 








          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 transfer, registration of transfer or exchange of
Securities, other than exchanges of Securities expressly provided in this Indenture to be made at
the Company’s own expense or without expense or without charge to the Holders.




          The Company shall not be required (i) to issue, register the transfer of or exchange
Securities of any particular series to be redeemed for a period beginning at the opening of
business 15 days before (A) if Securities of such series are issuable only as Registered
Securities, the day of the mailing of a notice of redemption of Securities of such series selected
for redemption under Section 11.03 and ending at the close of business on the day of such
mailing and (B) if Securities of such series are issuable as Bearer Securities, the day of the
first publication of the relevant notice of redemption or, if earlier, and if Securities of such
series are also issuable as Registered Securities and there is no publication, the day of the
mailing of the relevant notice of redemption and in either case ending at the close of business on
the day of such publication or mailing, or (ii) to register the transfer of or exchange any
Registered Security so selected for redemption in whole or in part, except the unredeemed portion
of such Registered Security being redeemed in part, or (iii) to exchange any Bearer Security so
selected for redemption except that such a Bearer Security may be exchanged for a Registered
Security of like tenor and terms of that series, provided, that, such Registered Security
shall be simultaneously surrendered for redemption.




          Notwithstanding anything herein to the contrary, the exchange of Bearer Securities into
Registered Securities shall be subject to applicable laws and regulations in effect at the time of
exchange; none of the Company, the Trustee or the Security Registrar shall exchange any Bearer
Securities into Registered Securities if it has received an Opinion of Counsel that as a result of
such exchanges the Company would suffer adverse consequences under the United States Federal income
tax laws and regulations then in effect and the Company has delivered to the Trustee a Company
Order directing the Trustee not to make such exchanges thereafter unless and until the Trustee
receives a subsequent Company Order to the contrary. The Company shall deliver copies of such
Company Orders to the Security Registrar.




          Section 3.06 Mutilated, Destroyed, Lost and Stolen Securities.




          If any mutilated Security or a Security with a mutilated coupon is surrendered to a Paying
Agent outside the United States or in the case of a Registered Security, to the Trustee, or if the
Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of
any Security or coupon, and there is delivered to the Company and the Trustee such security or
indemnity as may be required by them to save





37









 







each of them and their agents harmless, then, in the absence of notice to the Company or the
Trustee that such Security or coupon has been acquired by a bona fide purchaser, the Company shall
execute and upon its request the Trustee shall authenticate and deliver, in exchange therefor
(together with all appurtenant coupons not destroyed, lost or stolen) a new Security of the same
series and of like tenor and principal amount, bearing a number not contemporaneously outstanding
with coupons corresponding to any coupons appertaining to such mutilated, destroyed, lost or stolen
Security; provided, that, any such Bearer Security will be delivered only in compliance
with Sections 3.03, 3.04 and 3.05, as applicable.




          In case any such mutilated, destroyed, lost or stolen Security or coupon has become or is
about to become due and payable, the Company in its discretion may, instead of issuing a new
Security, with coupons corresponding to the coupons, if any, appertaining to such mutilated,
destroyed, lost or stolen Security or to the Security to which such mutilated, destroyed, lost or
stolen coupon appertains, pay such Security or coupon (without surrender thereof except in the case
of a mutilated Security or coupon) if the applicant for such payment shall furnish to the Company
and the Trustee such security or indemnity as may be required by them to save each of them and any
agent of them harmless, and in the case of destruction, loss or theft, evidence satisfactory to the
Company and the Trustee and any agent of either of them of the destruction, loss or theft of such
Security and the ownership thereof; provided, however, that the principal of (and
premium, if any) and interest, if any, on Bearer Securities shall, except as otherwise provided in
Section 10.02, be payable only at an office or agency located outside the United States
and, unless otherwise specified as contemplated by Section 3.01, any interest on Bearer
Securities shall be payable only upon presentation and surrender of the coupons appertaining
thereto.




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




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




38









 








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




          Section 3.07 Payment of Interest; Interest Rights Preserved; Optional Interest Reset.




          (a) Except as otherwise specified with respect to a series of Securities in accordance with
the provisions of Section 3.01, interest, if any, on any Registered Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to
the Person in whose name such Registered Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest at the office or
agency of the Company maintained for such purpose pursuant to Section 10.02; provided,
however, that each installment of interest, if any, on any Registered Security may at the Company’s
option be paid by (i) mailing a check for such interest, payable to or upon the written order of
the Person entitled thereto pursuant to Section 3.08, to the address of such Person as it appears
on the Security Register or (ii) transfer to an account maintained by the payee inside the United
States.




          Unless otherwise provided with respect to the Securities of any series in accordance with
Section 3.01, payment of interest, if any, may be made, in the case of a Bearer Security,
at the Holder’s option by (i) check in the Currency designated for such payment pursuant to the
terms of the Bearer Security presented or mailed to an address outside the United States or (ii)
transfer to an account in such Currency maintained by the payee with a bank located outside the
United States.




          Unless otherwise provided with respect to the Securities of any series in accordance with
Section 3.01, every Permanent Global Security of such series will provide that interest, if
any, payable on any Interest Payment Date will be paid to each of Euroclear and CEDEL with respect
to that portion of such Permanent Global Security held for its account by the Depositary or other
depositary. Each of Euroclear and CEDEL will in such circumstances credit the interest, if any,
received by it in respect of such Permanent Global Security to the accounts of the beneficial
owners thereof.




          Except as otherwise specified with respect to a series of Securities in accordance with the
provisions of Section 3.01, any interest on any Registered Security of any series which is
payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein
called “Defaulted Interest”) shall forthwith cease to be payable to the Registered 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
Clause (2) below:





39











 






     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each
Registered Security of such series and the date of the proposed payment, and at the same time
the Company shall deposit with the Trustee an amount of money in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to Section
3.01 for the Securities of such series and except, if applicable, as provided in
Sections 3.10(b), 3.10(d) and 3.10(e)) equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment,
such money when deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a special
record date (a “Special Record Date”) for the payment of such Defaulted Interest which shall
be not more than 15 days nor less than 10 days prior to the date of the proposed payment and
not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record Date and, in the name
and at the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed, first class, postage
prepaid, to each Holder of Registered Securities of such series at such Holder’s address as
it appears in the Security Register not less than 10 days prior to such Special Record Date.
The Trustee may, in its discretion, in the name and at the expense of the Company, cause a
similar notice to be published at least once in an Authorized Newspaper in each Place of
Payment, but such publication shall not be a condition precedent to the establishment of such
Special Record Date. Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall
be paid to the Persons in whose names the Registered Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following Clause (2). In
case a Bearer Security of any series is surrendered at the office or agency in a Place of
Payment for such series in exchange for a Registered Security of such series after the close
of business at such office or agency on any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of Defaulted
Interest, such Bearer Security shall be surrendered without the coupon relating to such
proposed date of payment and Defaulted Interest will not be payable on such proposed date of
payment in respect of the Registered Security issued in exchange



40









 






for such Bearer Security, but will be payable only to the Holder of such coupon when due
in accordance with the provisions of this Indenture.




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



          (b) The provisions of this Section 3.07(b) may be made applicable to any series of
Securities pursuant to Section 3.01 (with such modifications, additions or substitutions as
may be specified pursuant to such Section 3.01). The interest rate (or the spread or
spread multiplier used to calculate such interest rate, if applicable) on any Security of such
series may be reset by the Company on the date or dates specified on the face of such Security
(each an “Optional Reset Date”). The Company may exercise such option with respect to such
Security by notifying the Trustee of such exercise at least 45 but not more than 60 days prior to
an Optional Reset Date for such Security. Not later than 40 days prior to each Optional Reset
Date, the Trustee shall transmit, in the manner provided for in Section 1.06, to the Holder
of any such Security a notice (the “Reset Notice”) indicating whether the Company has elected to
reset the interest rate (or the spread or spread multiplier used to calculate such interest rate,
if applicable), and if so (i) such new interest rate (or such new spread or spread multiplier, if
applicable) and (ii) the provisions, if any, for redemption during the period from such Optional
Reset Date to the next Optional Reset Date or, if there is not such next Optional Reset Date, to
the Stated Maturity of such Security (each such period a “Subsequent Interest Period”), including
the date or dates on which or the period or periods during which and the price or prices at which
such redemption may occur during the Subsequent Interest Period.



          Notwithstanding the foregoing, not later than 20 days prior to the Optional Reset Date, the
Company may, at its option, revoke the interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable) provided for in the Reset Notice and establish an
interest rate (or a spread or spread multiplier used to calculate such interest rate, if
applicable) that is higher than the interest rate (or the spread or spread multiplier, if
applicable) provided for in the Reset Notice, for the Subsequent Interest Period by causing the
Trustee to transmit, in the manner provided for in Section 1.06, notice of such higher
interest rate (or such higher spread or spread multiplier, if applicable) to the Holder of any such
Security. Such notice shall be irrevocable. All Securities with respect to which the interest
rate (or the spread or spread multiplier used to calculate such interest rate, if applicable) is
reset on an Optional Reset Date, and with respect to which the Holders of such Securities have not
tendered such Securities for repayment (or have validly revoked any such tender) pursuant to the
next succeeding



41









 




paragraph, will bear such higher interest rate (or such higher spread or spread multiplier, if
applicable).




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



          Subject to the foregoing provisions of this Section 3.07 and Section 3.05,
each Security delivered under this Indenture upon 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.



          Except as otherwise specified with respect to a series of Securities in accordance with the
provisions of Section 3.01, interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months.



          Section 3.08 Persons Deemed Owners.



          Prior to due presentment for registration of transfer of any Registered Security, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in whose name any such
Registered Security is registered as the owner of such Registered Security for the purpose of
receiving payment of principal of (and premium, if any), and (subject to Sections 3.05 and
3.07) interest, if any, on such Registered Security and for all other purposes whatsoever,
whether or not such Registered Security be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the contrary.



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



42









 





          None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.



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



          Section 3.09 Cancellation.



          All Securities and coupons surrendered for payment, registration of transfer, exchange,
redemption or for credit against any current or future sinking fund payment shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee for cancellation 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 or any coupon previously delivered
hereunder which the Company may have acquired in any manner whatsoever and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly canceled by the Trustee. No Security 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 and coupons held by the Trustee shall be
destroyed by the Trustee and the Trustee shall deliver a certificate of such destruction to the
Company, unless by a Company Order the Company shall direct the canceled Securities be returned to
it. In the case of any temporary Global Security, which shall be destroyed if the entire aggregate
principal amount of the Securities represented thereby has been exchanged, the certificate of such
destruction shall state that all certificates required pursuant to Section 3.04,
substantially in the form of Exhibit A-2, to be given by Euroclear or CEDEL, have been duly
presented to the Trustee by Euroclear or CEDEL, as the case may be. Permanent Global Securities
shall not be canceled until exchanged in full for other Permanent Global Securities or definitive
Securities or until payment thereof is made in full.



          Section 3.10 Currency and Manner of Payments in Respect of Securities.



43









 





          (a) Unless otherwise specified with respect to any Securities pursuant to Section
3.01, with respect to Registered Securities of any series not permitting the election provided
for in paragraph (b) below or the Holders of which have not made the election provided for
in paragraph (b) below, and with respect to Bearer Securities of any series, except as
provided in paragraph (d) below, payment of the principal of (and premium, if any) and
interest, if any, on any Registered or Bearer Security of such series will be made in the Currency
in which such Registered Security or Bearer Security, as the case may be, is payable. The
provisions of this Section may be modified or superseded with respect to any Securities pursuant to
Section 3.01.



          (b) It may be provided pursuant to Section 3.01 with respect to Registered Securities
of any series that Holders shall have the option, subject to paragraphs (d) and (e)
below, to receive payments of principal of (or premium, if any) or interest, if any, on such
Registered Securities in any of the Currencies which may be designated for such election by
delivering to the Trustee for such series of Registered Securities a written election with
signature guarantees and in the applicable form established pursuant to Section 3.01, not
later than the close of business on the Election Date (as defined below) immediately preceding the
applicable payment date. If a Holder so elects to receive such payments in any such Currency, such
election will remain in effect for such Holder or any transferee of such Holder until changed by
such Holder or such transferee by written notice to the Trustee for such series of Registered
Securities (but any such change must be made not later than the close of business on the Election
Date immediately preceding the next payment date to be effective for the payment to be made on such
payment date and no such change of election may be made with respect to payments to be made on any
Registered Security of such series with respect to which an Event of Default has occurred or with
respect to which the Company has deposited funds pursuant to Article Four or Section
10.09 or with respect to which a notice of redemption has been given by the Company or a notice
of option to elect repayment has been sent by such Holder or such transferee). Any Holder of any
such Registered Security who shall not have delivered any such election to the Trustee of such
series of Registered Securities not later than the close of business on the applicable Election
Date will be paid the amount due on the applicable payment date in the relevant Currency as
provided in Section 3.10(a). The Trustee for each such series of Registered Securities
shall notify the Exchange Rate Agent as soon as practicable after the Election Date of the
aggregate principal amount of Registered Securities for which Holders have made such written
election.



          (c) If the election referred to in paragraph (b) above has been provided for pursuant
to Section 3.01, then, unless otherwise specified pursuant to Section 3.01, not
later than the fourth Business Day after the Election Date for each payment date for Registered
Securities of any series, the Exchange Rate Agent will deliver to the Company a written notice
specifying the Currency in which Registered Securities of such series are payable, the respective
aggregate amounts of principal of (and premium, if any) and



44









 




interest, if any, on the Registered Securities to be paid on such payment date, specifying the
amounts in such Currency so payable in respect of the Registered Securities as to which the Holders
of Registered Securities denominated in any Currency shall have elected to be paid in another
Currency as provided in paragraph (b) above. If the election referred to in paragraph
(b) above has been provided for pursuant to Section 3.01 and if at least one Holder has
made such election, then, unless otherwise specified pursuant to Section 3.01, on the third
Business Day preceding such payment date the Company will deliver to the Trustee for such series of
Registered Securities an Exchange Rate Officer’s Certificate in respect of the Dollar or Foreign
Currency or Currencies amount receivable by Holders of Registered Securities who have elected
payment in a Currency as provided in paragraph (b) above. Such amounts shall be determined
by the Company on the basis of the applicable Market Exchange Rate in effect on the third Business
Day (the “Valuation Date”) immediately preceding each payment date, and such determination shall be
conclusive and binding for all purposes, absent manifest error.




          (d) If a Conversion Event occurs with respect to a Foreign Currency in which any of the
Securities are denominated or payable other than pursuant to an election provided for pursuant to
paragraph (b) above, then with respect to each date for the payment of principal of (and
premium, if any) and interest, if any, on the applicable Securities denominated or payable in such
Foreign Currency occurring after the last date on which such Foreign Currency was used (the
“Conversion Date”), the Dollar shall be the Currency of payment for use on each such payment date.
Unless otherwise specified pursuant to Section 3.01, the Dollar amount to be paid by the
Company to the Trustee for each such series of Securities and by such Trustee or any Paying Agent
to the Holders of such Securities with respect to such payment date shall be, in the case of a
Foreign Currency other than a Currency unit, the Dollar Equivalent (as defined below) of the
Foreign Currency or, in the case of a Currency unit, the Dollar Equivalent of the Currency unit, in
each case as determined by the Exchange Rate Agent in the manner provided in paragraph (f)
or (g) below.



          (e) Unless otherwise specified pursuant to Section 3.01, if the Holder of a Registered
Security denominated in any Currency shall have elected to be paid in another Currency as provided
in paragraph (b) above, and a Conversion Event occurs with respect to such elected
Currency, such Holder shall receive payment in the Currency in which payment would have been made
in the absence of such election; and if a Conversion Event occurs with respect to the Currency in
which payment would have been made in the absence of such election, such Holder shall receive
payment in Dollars as provided in paragraph (d) of this Section.



          (f) “Dollar Equivalent” when used with respect to any Foreign Currency shall be
determined by the Exchange Rate Agent and shall be obtained for each



45









 




subsequent payment date by converting the specified Foreign Currency into Dollars at the
Market Exchange Rate on the Conversion Date.




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



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



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



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



46









 





          “Election Date” shall mean the Regular Record Date for the applicable series of
Registered Securities or at least 16 days prior to Maturity, as the case may be, or such other
prior date for any series of Registered Securities as specified pursuant to Section 3.01 by
which the written election referred to in Section 3.10(b) may be made.



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



          In the event that the Company determines in good faith that a Conversion Event has occurred
with respect to a Foreign Currency, the Company will immediately give written notice thereof to the
Trustee of the appropriate series of Securities and to the Exchange Rate Agent (and such Trustee
will promptly thereafter give notice in the manner provided in Section 1.06 to the affected
Holders) specifying the Conversion Date. In the event the Company so determines that a Conversion
Event has occurred with respect to the ECU or any other Currency unit in which Securities are
denominated or payable, the Company will immediately give written notice thereof to the Trustee of
the appropriate series of Securities and to the Exchange Rate Agent (and such Trustee will promptly
thereafter give notice in the manner provided in Section 1.06 to the affected Holders)
specifying the Conversion Date and the Specified Amount of each Component Currency on the
Conversion Date. In the event the Company determines in good faith that any subsequent change in
any Component Currency as set forth in the definition of Specified Amount above has occurred, the
Company will similarly give written notice to the Trustee of the appropriate series of Securities
and to the Exchange Rate Agent (and such Trustee will promptly thereafter give notice in the manner
provided in Section 1.06 to the affected Holders).



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



          Section 3.11 Appointment and Resignation of Successor Exchange Rate Agent.



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          (a) Unless otherwise specified pursuant to Section 3.01, if and so long as the
Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a
Foreign Currency, or so long as it is required under any other provision of this Indenture, then
the Company will maintain with respect to each such series of Securities, or as so required, at
least one Exchange Rate Agent. The Company will cause the Exchange Rate Agent to make the
necessary foreign exchange determinations at the time and in the manner specified pursuant to
Section 3.01 for the purpose of determining the applicable rate of exchange and, if
applicable, for the purpose of converting the issued Foreign Currency into the applicable payment
Currency for the payment of principal (and premium, if any) and interest, if any, pursuant to
Section 3.10.



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



          (c) If the Exchange Rate Agent shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of the Exchange Rate Agent for any cause, with respect to the
Securities of one or more series, the Company, by or pursuant to a Board Resolution, shall promptly
appoint a successor Exchange Rate Agent or Exchange Rate Agents with respect to the Securities of
that or those series (it being understood that any such successor Exchange Rate Agent may be
appointed with respect to the Securities of one or more or all of such series and that, unless
otherwise specified pursuant to Section 3.01, at any time there shall only be one Exchange
Rate Agent with respect to the Securities of any particular series that are originally issued by
the Company on the same date and that are initially denominated and/or payable in the same
Currency).



          Section 3.12 Optional Extension of Maturity.



          The provisions of this Section 3.12 may be made applicable to any series of Securities
pursuant to Section 3.01 (with such modifications, additions or substitutions as may be
specified pursuant to Section 3.01). The Stated Maturity of any Security of such series
may be extended at the option of the Company for the period or periods specified on the face of
such Security (each an “Extension Period”) up to but not beyond the date (the “Final Maturity”) set
forth on the face of such Security. The Company may exercise such option with respect to any
Security by notifying the Trustee of such exercise at least 45 but not more than 60 days prior to
the Stated Maturity of such Security in effect prior to the exercise of such option (the “Original
Stated Maturity”). If the Company exercises such option, the Trustee shall transmit, in the manner
provided for in Section 1.06, to the Holder of any such Security not later than 40 days
prior to the Original Stated Maturity a notice (the “Extension Notice”) indicating (i) the election
of the Company to extend the



48









 




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




          Notwithstanding the foregoing, not later than 20 days before the Original Stated Maturity of
such Security, the Company may, at its option, revoke the interest rate provided for in the
Extension Notice and establish a higher interest rate for the Extension Period by causing the
Trustee to transmit, in the manner provided for in Section 1.06, notice of such higher
interest rate to the Holder of any such Security. Such notice shall be irrevocable. All
Securities with respect to which the Stated Maturity is extended will bear such higher interest
rate.



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



ARTICLE FOUR




SATISFACTION AND DISCHARGE




          Section 4.01 Satisfaction and Discharge of Indenture.



          This Indenture upon Company Request shall cease to be of further effect with respect to any
series of Securities specified in such Company Request (except as to any surviving rights of
registration of transfer or exchange of Securities of such series expressly provided for herein or
pursuant hereto), and the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to such series when




(1) either



49









 






     (A) all Securities of such series theretofore authenticated, issued and delivered
and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to
Bearer Securities surrendered in exchange for Registered Securities and maturing after
such exchange, the surrender of which is not required or has been waived as provided in
Section 3.05, (ii) any Securities or coupons, if any, appertaining thereto
which have been destroyed, lost or stolen and which have been replaced or paid as
provided in Section 3.06, (iii) coupons appertaining to Bearer Securities
called for redemption or surrendered for payment and maturing after the relevant
Redemption Date or Repayment Date, as appropriate, the surrender of which has been
waived as provided in Section 11.07 or Section 14.03, and (iv)
Securities and coupons 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 10.03) have been delivered
to the Trustee for cancellation; or




     (B) all such Securities of such series and all coupons, if any, appertaining
thereto not theretofore delivered to the Trustee for cancellation have become due and
payable, or will become due and payable at their Stated Maturity within 1 year, or, if
redeemable at the option of the Company are to be called for redemption within 1 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 has
deposited or caused to be deposited with the Trustee, as trust funds in trust for the
purpose,




     (i) moneys, or




     (ii) securities evidencing direct general obligations of, or obligations the
payment of the principal and interest of which are unconditionally guaranteed by,
the United States, which obligations, or the guaranty of which, constitutes the
full faith and credit obligation of the United States, which securities shall not
be callable at the option of the issuer and which securities mature and bear
interest in such amount and at such times as will provide moneys, or




     (iii) a combination thereof,




in an amount sufficient to pay (without reinvestment) and discharge the entire
indebtedness on such Securities of such series and the coupons, if any, appertaining
thereto not theretofore delivered to the Trustee for cancellation, for principal (and
premium, if any) and interest, if any, to the date of such deposit (in the case of
Securities which have become due and payable) or to



50









 







the Stated Maturity or Redemption Date or any Repayment Date, as the case may be;




     (2) the Company has paid or caused to be paid all other sums payable hereunder by the
Company in respect of the Securities of such series and the coupons, if any, appertaining
thereto; and




     (3) the Company has delivered to the Trustee (i) an Officers’ Certificate and an Opinion
of Counsel each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture in respect of such series of Securities and
coupons, if any, have been complied with and (ii) if securities have been deposited pursuant
to Clause (1)(B) of this Section, a certificate of independent certified public
accountants stating that such securities mature and bear interest in such amount and at such
times as will (together with any moneys otherwise provided pursuant to Clause (1)(B) of this
Section) provide sufficient moneys as provided in Clause (1)(B) of this Section.



          Notwithstanding the satisfaction and discharge of this Indenture in respect of such series of
Securities, the obligations of the Company to the Trustee under Section 6.07, the
obligations of the Trustee to any Authenticating Agent under Section 6.14 and if moneys or
securities shall have been deposited with the Trustee pursuant to Clause (1)(B) of this
Section, Section 4.03 or Section 10.09, the obligations of the Trustee under
Section 4.02 and the last paragraph of Section 10.03 shall survive.



          Section 4.02 Application of Trust Money.



          (a) Subject to the provisions of Section 4.02(c) and the last paragraph of Section
10.03, all money or securities deposited with the Trustee pursuant to Section 4.01,
4.03 or 10.09 (or the principal of or interest on such securities) shall be held in
trust and applied by the Trustee, in accordance with the provisions of this Indenture and of such
series of Securities and coupons, if any, to which such money or securities relate, to the payment,
either directly or through any Paying Agent (including the Company acting as its own Paying Agent),
as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest, if any, for whose payment such money or securities have been deposited with the
Trustee or to make mandatory sinking fund payments or analogous payments as contemplated by
Section 4.03 or 10.09, but such money or proceeds need not be segregated from other
funds except to the extent required by law.



          (b) The Trustee shall deliver or pay to the Company from time to time upon Company Request any
money or securities (or the principal of or interest on such securities) held by it as provided in
Section 4.01, 4.03 or 10.09 which, in the opinion of



51









 




independent certified public accountants expressed in a written certification thereof
delivered to the Trustee, are then in excess of the amount thereof which then would have been
required to be deposited for the purpose for which such money or securities were deposited or
received. The principal of and interest on the securities deposited in trust pursuant to
Sections 4.03(1) and 10.09(1), to the extent that such principal and interest are
not required for a period of time for the payment of the principal of (and premium, if any) and
interest, if any, on the Securities of such series and the coupons, if any, with respect to which
such securities relate, shall, so far as practicable, upon a Company Order be invested by the
Trustee in like securities of such maturities (6 months or less) such that the funds are available
on the applicable payment date to pay the principal of (and premium, if any) and interest, if any,
on such Securities and coupons, if any, and the Trustee, upon receipt thereof, shall pay to the
Company the income from such investments.




          Section 4.03 Defeasance and Discharge of Securities of any Series.



          (a) If this Section 4.03 has been specified in accordance with Section 3.01 to
be applicable to Securities of any series, then notwithstanding Section 4.01, the Company
shall be deemed to have paid and discharged the entire indebtedness on all Outstanding Securities
of that series and the coupons, if any, appertaining thereto, the provisions of this Indenture as
it relates to such Outstanding Securities and coupons (except as to (i) the rights of Holders of
Securities of such series and coupons, if any, appertaining thereto, to receive, solely from the
trust fund described in Clause (1) of this Section 4.03(a), payment of the
principal of (and premium, if any) and any installment of principal of (and premium, if any) or
interest, if any, on such Securities on the Stated Maturity of such principal or installment of
principal or interest or any mandatory sinking fund payments or analogous payments applicable to
the Securities of that series on the day on which such payments are due and payable in accordance
with the terms of this Indenture and of such Securities, (ii) the Company’s obligations with
respect to such Securities under Sections 3.05, 3.06, 6.07, 10.02
and 10.03 and (iii) the rights, powers, trusts, duties and immunities of the Trustee
hereunder) shall no longer be in effect, and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging the same, when




     (1) with reference to this Section 4.03, the Company has deposited or caused to
be deposited with the Trustee (or another trustee that satisfies the requirements of
Section 6.09 and agrees to comply with the provisions of this Section 4.03
applicable to it), irrevocably (irrespective of whether the conditions in Clauses (2),
(3), (4) and (5) below have been satisfied, but subject to the
provisions of Section 4.02(b) and the last paragraph of Section 10.03), as
trust funds in trust for the purpose,



52









 






     (A) moneys, or




     (B) securities evidencing direct general obligations of, or obligations the
payment of the principal and interest of which are unconditionally guaranteed by, the
United States, which obligations, or the guaranty of which, constitutes the full faith
and credit obligation of the United States, which securities shall not be callable or
redeemable at the option of the issuer and which securities mature and bear interest in
such amount and at such times as will provide moneys, or




     (C) a combination thereof,


in an amount sufficient to pay (without reinvestment) and discharge the principal of (and premium,
if any) and each installment of principal of (and premium, if any) and interest, if any, on such
Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such
principal or installment of principal or interest, if any, or any mandatory sinking fund payments
or analogous payments applicable to Securities of such series on the day on which such payments are
due and payable in accordance with the terms of the Indenture and of such Securities and the
coupons, if any, appertaining thereto;





     (2) the Company has paid or caused to be paid all other sums payable hereunder by the
Company in respect of the Securities of such series and the coupons, if any, appertaining
thereto;




     (3) no Event of Default or event which with the giving of notice or lapse of time, or
both, would become an Event of Default with respect to the Securities of that series shall
have occurred or be continuing on the date of such deposit and no Event of Default under
Section 5.01(d) or 5.01(e) or an event which with the giving of notice or
lapse of time, or both, would become an Event of Default under Section 5.01(d) or
5.01(e) shall have occurred and be continuing on the 91st day after such date;




     (4) the Company has delivered to the Trustee an Opinion of Counsel to the effect that
(A) the Company has received from, or there has been published by, the Internal Revenue
Service a ruling, or (B) since the date of this Indenture there has been a change in the
applicable Federal income tax law, in either case to the effect that Holders of the
Securities of such series and the coupons, if any, appertaining thereto will not recognize
income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance
and discharge and will be subject to Federal income tax on the same amount and in the same
manner and at the same times as would have been the case if such deposit, defeasance and
discharge had not occurred; and



53









 






     (5) the Company has delivered to the Trustee (A) an Officers’ Certificate and an Opinion
of Counsel each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture in respect of the Securities of such series
contemplated by this Section have been complied with and (B) if securities have been
deposited pursuant to Clause (1) of this Section 4.03(a), a certificate of
independent certified public accountants stating that such securities mature and bear
interest in such amount and at such times as will (together with any moneys otherwise
provided pursuant to Clause (1) of this Section 4.03(a)) provide sufficient
moneys as provided in Clause (1) of this Section 4.03(a).



          (b) The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against securities deposited pursuant to this Section 4.03 or
Section 10.09 or the principal of or interest on such securities other than any payable by
or on behalf of the Holders.



ARTICLE FIVE




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 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):




     (a) default in the due and punctual payment of any interest upon any of the Securities of
such series or coupons, if any, appertaining thereto as and when the same shall become due and
payable, and continuance of such default for a period of 30 days; or




     (b) default in the due and punctual payment of the principal of (and premium, if any, on)
any Securities of such series as and when the same shall become due and payable at Maturity;
or




     (c) failure on the part of the Company to duly observe or perform any other of the
covenants or agreements on the part of the Company in the Securities of such series or in this
Indenture contained (other than a covenant or agreement 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 such
series) for a period of 90 days after the date on



54









 






which written notice of such failure, requiring the same to be remedied, shall have been
given to the Company by the Trustee, or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the Securities of such series at the time Outstanding; or




     (d) the entry of a decree or order for relief by a court having jurisdiction in the
premises in respect of the Company in an involuntary case under the Federal bankruptcy laws,
as now constituted or hereafter amended, or any other applicable Federal or State bankruptcy,
insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of the Company or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and the continuance of any
such decree or order unstayed and in effect for a period of 90 consecutive days; or




     (e) the commencement by the Company of a voluntary case under the Federal bankruptcy
laws, as now constituted or hereafter amended, or any other applicable Federal or State
bankruptcy, insolvency or other similar law, or the consent by it to the appointment of or
taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or
other similar official) of the Company or of any substantial part of its property, or the
making by it of an assignment for the benefit of creditors, or the admission by it in writing
of its inability to pay its debts generally as they become due, or the taking of corporate
action by the Company in furtherance of any such action; or




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




     Section 5.02 Acceleration of Maturity; Rescission and Annulment.




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




          At any time after such a declaration of acceleration with respect to Securities of any series
has been made and before a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article provided, the Holders



55









 




of a majority in principal amount of the Outstanding Securities of such series, by written
notice to the Company and the Trustee, may rescind and annul such declaration and its consequences
if





     (1) the Company has paid or deposited with the Trustee a sum sufficient to pay, in the
Currency in which the Securities of that series are payable (except as may otherwise be
specified pursuant to Section 3.01 for such series and except as may be provided in
Section 3.10, if and to the extent applicable)




     (A) all overdue installments of interest, if any, on all Outstanding Securities of
such series, and the coupons, if any, appertaining thereto,




     (B) the principal of (and premium, if any, on) any Outstanding Securities of such
series which have become due otherwise than by such declaration of acceleration and
interest thereon at the rate or rates borne by such Securities (or, in the case of
Securities of such series that are Original Issue Discount Securities, the Yield to
Maturity in respect thereof),




     (C) to the extent that payment of such interest is lawful, interest upon overdue
installments of interest, if any, at the rate or rates borne by such Securities (or, in
the case of Securities of such series, and the coupons, if any, appertaining thereto
that are Original Issue Discount Securities, the Yield to Maturity in respect thereof),
and




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




     (2) all Events of Default with respect to Securities of such series, other than the
non-payment of the principal of (or premium, if any) or interest, if any, on Securities of
such series which have become due solely by such acceleration, have been cured or waived as
provided in Section 5.13.



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



          Section 5.03 Collection of Indebtedness and Suits for Enforcement by Trustee.



          The Company covenants that if an Event of Default specified in Section 5.01(a) or
5.01(b) occurs, the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of the Securities of such series and the coupons, if




56












 




any, appertaining thereto, the whole amount then due and payable on such Securities and
coupons for principal (and premium, if any) and interest, if any, with interest upon the overdue
principal (and premium, if any) and, to the extent that payment of such interest shall be legally
enforceable, upon overdue installments of interest, if any, at the rate or rates borne by such
Securities (or, in the case of Securities of such series that are Original Issue Discount
Securities, the Yield to Maturity in respect thereof); 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, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon such Securities and coupons 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 and coupons, 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 the Securities of such series and the coupons, if any, appertaining thereto by such
appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce
any such rights, whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper
remedy.




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





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



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owing and unpaid in respect of the Securities of such series and the coupons, if
any, appertaining thereto 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 of the Securities of such series and the
coupons, if any, appertaining thereto allowed in such judicial proceeding, and




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


and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any
such judicial proceeding is hereby authorized by each Holder of Securities of such series and
coupons to make such payments to the Trustee, and in the event that the Trustee shall consent to
the making of such payments directly to the Securityholders, to pay to the Trustee any amount due
to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 6.07.




          Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder of a Security or coupon any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or coupons, if any, appertaining
thereto or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the
claim of any Holder of a Security or coupon in any such proceeding, provided, however, that the
Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar
official and be a member of a creditors’ or other similar committee.




          Section 5.05 Trustee May Enforce Claims Without Possession of Securities or Coupons.




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




          Section 5.06 Application of Money Collected.




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          Any money collected by the Trustee pursuant to this Article shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on
account of principal (or premium, if any) or interest, if any, upon presentation of the Securities
or coupons, or both, 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;




          SECOND: To the payment of the amounts then due and unpaid upon the Securities of any series
or the coupons, if any, appertaining thereto for principal (and premium, if any) and interest, if
any, in respect of which or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind, according to the amounts due and payable on such
Securities and coupons, for principal (and premium, if any) and interest, if any, respectively.
The Holders of each series of Securities denominated in ECU, any other composite Currency or a
Foreign Currency and any matured coupons relating thereto shall be entitled to receive a ratable
portion of the amount determined by the Exchange Rate Agent by converting the principal amount
Outstanding of such series of Securities and matured but unpaid interest on such series of
Securities in the Currency in which such series of Securities is denominated into Dollars at the
Exchange Rate as of the date of declaration of acceleration of the Maturity of the Securities; and




          THIRD: The balance, if any, to the Company or any other Person or Persons entitled thereto.




          Section 5.07 Limitation on Suits.




          No Holder of any Security of any series or any coupon appertaining thereto 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 Securities of such series;




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




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



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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 such series;


it being understood and intended that no one or more of such Holders of Securities of any series or
coupons, if any, appertaining thereto 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 of Securities or coupons 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 of such Holders of
Securities of such series and coupons, if any, appertaining thereto.




          Section 5.08 Unconditional Right of Securityholders to Receive Principal, Premium and
Interest.




          Notwithstanding any other provision in this Indenture, the Holder of any Security or coupon
shall have the right which is absolute and unconditional to receive payment of the principal of
(and premium, if any) and (subject to Section 3.05 or 3.07) interest, if any, on
such Security or coupon on the respective Stated Maturities expressed in such Security or coupon
(or, in the case of redemption or repayment, on the Redemption Date or Repayment Date) and to
institute suit for the enforcement of any such payment on and after the respective Stated
Maturities or applicable Redemption Date or Repayment Date and such right shall not be impaired
without the consent of such Holder.




          Section 5.09 Restoration of Rights and Remedies.




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




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          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 or coupons in the last paragraph of Section 3.06, no
right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities or
coupons is intended to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.




          Section 5.11 Delay or Omission Not Waiver.




          No delay or omission of the Trustee or of any Holder of any Security or coupon to exercise any
right or remedy accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein. Every right and
remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time
to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.




          Section 5.12 Control by Securityholders.




          The Holders of not less than 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 Securities of such series, provided, that,





     (1) such direction shall not be in conflict with any rule of law or this Indenture, and
could not involve the Trustee in personal liability in circumstances where reasonable
indemnity would not be adequate, and




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



          This Section 5.12 shall be in lieu of Section 316(a)(1)(A) of the Trust Indenture Act
and such Section 316(a)(1)(A) is hereby expressly excluded from this Indenture, as permitted by the
Trust Indenture Act.




          Section 5.13 Waiver of Past Defaults.




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          The Holders of not less than a majority in principal amount of the Outstanding Securities of
any series may on behalf of the Holders of all the Securities of such series and all coupons, if
any, appertaining thereto waive any past default hereunder and its consequences, except a default





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



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



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




          This Section 5.13 shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act
and such Section 316(a)(1)(B) is hereby expressly excluded from this Indenture, as permitted by the
Trust Indenture Act.




          Section 5.14 Undertaking for Costs.




          All parties to this Indenture agree, and each Holder of any Security of any series or any
coupon appertaining thereto by such Holder’s 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 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, 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 Trustee, to any suit instituted by any Securityholder
or group of Securityholders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities of any series, or to any suit instituted by any Securityholder for the
enforcement of the payment of the principal of (or premium, if any) or interest, if any, on any
Security of any series or any coupon appertaining thereto on or after the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption
Date, or, in the case of repayment, on or after the Repayment Date).




          Section 5.15 Waiver of Stay or Extension Laws.




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




          Section 5.16 Judgment Currency.




          The Company may provide, pursuant to Section 3.01, for the Securities of any series
that, to the fullest extent possible under applicable law and except as may otherwise be specified
as contemplated in Section 3.01, (a) the obligation, if any, of the Company to pay the
principal of (and premium, if any) and interest, if any, on the Securities of any series and the
coupons, if any, appertaining thereto in a Foreign Currency, composite Currency or Dollars (the
“Designated Currency”) as may be specified pursuant to Section 3.01 is of the essence and
that judgments in respect of such Securities shall be given in the Designated Currency; (b) the
obligation of the Company to make payments in the Designated Currency of the principal of (and
premium, if any) and interest, if any, on such Securities and the coupons, if any, appertaining
thereto shall notwithstanding any payment in any other Currency (whether pursuant to a judgment or
otherwise), be discharged only to the extent of the amount in the Designated Currency that the
Holder receiving such payment may, in accordance with normal banking procedures, purchase with the
sum paid in such other Currency (after any premium and cost of exchange) in the country of issue of
the Designated Currency in the case of Foreign Currency or Dollars or in the international banking
community in the case of a composite Currency on the Business Day immediately following the day of
such payment; (c) if the amount in the Designated Currency that may be purchased falls short of the
amount originally due for any reason, the Company shall pay such additional amounts needed to
compensate for any short-fall; and (d) any obligation of the Company not discharged by such payment
shall be due as a separate and independent obligation and, until discharged as provided herein,
shall continue in full force and effect.




ARTICLE SIX




THE TRUSTEE




          Section 6.01 Certain Duties and Responsibilities.




          The duties and responsibilities of the Trustee shall be as provided by Section 315 of the
Trust Indenture Act and this Indenture.




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          (a) Except during the continuance of an Event of Default in respect of the Securities of any
series,





     (1) the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and




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



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




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





     (1) this Subsection shall not be construed to limit the effect of Subsection (a)
of this Section;




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




     (3) the Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of not less than a
majority in principal amount of the Outstanding Securities of any series relating to the
time, method and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under this Indenture with
respect to Securities of such series.



          (d) No provisions of this Indenture shall require the Trustee to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if there shall be



64









 






reasonable grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.




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




          Section 6.02 Notice of Default.




          Within 90 days after the occurrence of any default hereunder with respect to the Securities of
any series, the Trustee shall give or transmit, in the manner and to the extent provided in
Section 1.06, to the Holders of Securities of such series notice of such default hereunder
known to the Trustee, unless such default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of (or premium, if any) or
interest, if any, on any Security of such series when due, 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 interests of the Holders of Securities of such
series; and provided, further, that in the case of any default of the character specified in
Section 5.01(c) with respect to Securities of such series no such notice to Holders of
Securities of such series shall be given until at least 90 days after the occurrence thereof. For
the purpose of this Section, the term “default” means any event which is, or after notice or lapse
of time or both would become, an Event of Default with respect to Securities of such series.




          Section 6.03 Certain Rights of Trustee.




          Subject to the provisions of Section 6.01:




          (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 or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;




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




          (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;




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




          (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 of Securities of any series
and the coupons, if any, appertaining thereto pursuant to this Indenture, unless such Holders shall
have offered to the Trustee security or indemnity 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, bond, debenture or other paper or document but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may see fit, and, if
the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent or attorney;




          (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; and




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




          Section 6.04 Not Responsible for Recitals or Issuance of Securities.




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




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          Section 6.05 May Hold Securities.




          The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company or the Trustee, in its individual or any other capacity, may become the owner
or pledgee of Securities and coupons 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 need not be segregated from other funds except to
the extent required by law. Neither the Trustee nor any Paying Agent shall be under any liability
for interest on any money received by it hereunder except as provided in Section 4.02 or as
otherwise agreed to with the Company.




          Section 6.07 Compensation and Reimbursement.




          The Company agrees





     (1) to pay to the Trustee from time to time reasonable compensation in Dollars 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 in Dollars for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to its negligence or bad faith; and




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



          As security for the performance of the obligations of the Company under this Section, the
Trustee shall have a claim prior to the Securities upon all property and funds



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held or collected by the Trustee as such, except funds held in trust for the payment of
principal of (and premium, if any) or interest, if any, on particular Securities.




          Section 6.08 Disqualification; Conflicting Interests.




          The Trustee shall comply with the terms 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 a corporation organized and
doing business under the laws of the United States or any State or the District of Columbia,
authorized under such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $25,000,000, 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 the aforesaid supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. If
at any time the Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect hereinafter specified in
this Article.




          Section 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 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 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 not less than a majority in principal amount of the Outstanding Securities of
such series, delivered to the Trustee and to the Company.




          (d) If at any time:





     (1) the Trustee shall fail to comply with Section 6.08 after written request



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therefor by the Company or by any Securityholder who has been a bona fide Holder of a
Security for at least 6 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 Securityholder, or




     (3) the Trustee shall become incapable of acting or a decree or order for relief under
the Federal bankruptcy laws shall be entered against it or it 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, or




     (4) the Trustee shall commence a voluntary case under the Federal bankruptcy laws, as
now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency
or similar law or shall consent to the appointment of or taking possession by a receiver,
custodian, liquidator, assignee, trustee, sequestrator (or other similar official) of the
Trustee or its property or affairs, or shall make an assignment for the benefit of creditors,
or shall admit in writing its inability to pay its debts generally as they become due, or
shall take corporate action in furtherance of any such action,


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 5.14, any Securityholder who has been a bona
fide Holder of a Security for at least 6 months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the Trustee with respect
to all Securities and the appointment of a successor Trustee or Trustees.




          (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the Securities of one or more
series, the Company by a Board Resolution shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of any one or more or all of such series
and that at any time there shall be only one Trustee with respect to the Securities of any
particular series). If within 1 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



69









 






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. If no successor Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Securityholders and accepted appointment in the manner hereinafter
provided, any Securityholder who has been a bona fide Holder of a Security of such series for at
least 6 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 in
respect of the Securities of any series and each appointment of a successor Trustee in respect of
the Securities of any series in the manner and to the extent set forth in Section 1.06.
Each notice shall include the name of the successor Trustee with respect to the Securities of such
series and the address of its principal 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 appointed hereunder shall execute, acknowledge and deliver
to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon
the resignation or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges and any other amounts then due to
such Trustee under Section 6.07, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder.




          (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities
of one or more (but not all) series (including any initial appointment by the Company in connection
with the establishment of the terms of a series as provided in Section 3.01), the Company,
the retiring Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee
shall accept such appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring
Trustee



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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 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.




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




          Section 6.12 Merger, Conversion, Consolidation or Succession to Business of Trustee.




          Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided,
such corporation shall be otherwise qualified and eligible under this Article and under the Trust
Indenture Act, without the execution or filing of any paper or any further act on the part of any
of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by
the Trustee then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities so authenticated
with the same effect as if such successor Trustee had itself authenticated such Securities.




          Section 6.13 Preferential Collection of Claims Against Company.




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          If and when the Trustee shall be or become a creditor of the Company (or any other obligor
upon the Securities), the Trustee shall be subject to the provisions of Section 311(a) of the Trust
Indenture Act regarding the collection of claims against the Company (or any such other obligor),
excluding any creditor relationships described in Section 311(b) of the Trust Indenture Act. A
Trustee who resigned or has 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.




          The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series
of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities
of such series issued upon original issue and 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 or any State or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than $25,000,000 and
subject to supervision or examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in this Section.




          Any corporation into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate
agency or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided, that, 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.




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          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 give
written notice of such appointment to all Holders of Securities of the series with respect to which
such Authenticating Agent will serve, in the manner provided for in Section 1.06. Any
successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested
with all the rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.




          The Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section, and the Trustee shall be entitled to be
reimbursed for such payments, subject to the provisions of Section 6.07.




          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 lieu of the Trustee’s certificate of
authentication, an alternative certificate of authentication in the following form:




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




	 	 	 	 	 	 
	 	

 	, 
	 	
as Trustee
 	 
	 	 	 
	 	By 	
 	, 
	 	 	as Authenticating Agent 	 
	 	 	 
	 
	 	 	 	 
	 	By 	


 	, 
	 	Authorized Officer 	 



ARTICLE SEVEN




SECURITYHOLDERS LIST AND REPORTS BY TRUSTEE AND COMPANY




          Section 7.01 Company to Furnish Trustee Names and Addresses of Securityholders.




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          The Company will furnish or cause to be furnished to the Trustee (a) semi-annually, not more
than 15 days after each Regular Record Date with respect to the Securities of each series at the
time Outstanding, a list in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of Registered Securities of such series as of the preceding Regular Record
Date (or a date to be determined pursuant to Section 3.01 for Original Issue Discount
Securities), and (b) at such other times as the Trustee may request in writing, within 30 days
after 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 with respect to the Securities of any series, no such list
shall be required to be furnished with respect to Securities of such series.




          Section 7.02 Preservation of Information; Communications to Securityholders.




          (a) The Trustee shall preserve, in as current a form as is reasonably practicable, (i) the
names and addresses of Holders of Registered Securities of any series contained in the most recent
list furnished to the Trustee as provided in Section 7.01, (ii) the names and addresses of
Holders of Registered Securities received by the Trustee in its capacity as Security Registrar and
(iii) the names and addresses of Holders of Bearer Securities of such series received by the
Trustee or filed with it within the 2 preceding years.




          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 3 or more Holders of Securities of any series (hereinafter 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 of such series for a period of at least 6 months preceding the date
of such application, and such application states that the applicants desire to communicate with
other Holders of Securities of such series with respect to their rights under this Indenture or
under the Securities of such series 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 5 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 with respect to such series in accordance with Section 7.02(a), or




          (ii) inform such applicants as to the approximate number of Holders of Securities
of such series whose names and addresses appear in the



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information preserved at the time by the Trustee with respect to such series in
accordance with Section 7.02(a), and as to the approximate cost of mailing to
such Securityholders 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 of Securities of
such series whose name and address appear in the information preserved at the time by the Trustee
with respect to such series in accordance with Section 7.02(a), a copy of the form of proxy
or other communication which is specified in such request, with reasonable promptness after a
tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of
the reasonable expenses of mailing, unless within 5 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 interests of the Holders of Securities of such series 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 the objections so sustained have been met and shall enter an
order so declaring, the Trustee shall mail copies of such material to all such Securityholders 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 or coupons, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them
shall be held accountable by reason of the disclosure of any such information as to the names and
addresses of the Holders of Securities 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.




          Within 60 days after May 15 in each year, commencing with the first May 15 after the first
issuance of Securities pursuant to this Indenture, the Trustee shall transmit to Holders such
reports concerning the Trustee and its actions under this Indenture in accordance with and to the
extent required under Section 313 of the Trust Indenture Act.




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          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 and also 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 will





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




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




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



ARTICLE EIGHT




CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER




          Section 8.01 Company May Consolidate, etc., Only on Certain Terms.




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          The Company shall not consolidate with or merge into any other corporation or convey or
transfer its properties and assets substantially as an entirety to any Person, unless





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




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




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



          Section 8.02 Successor Corporation Substituted.




          Upon any consolidation or merger, or any conveyance or transfer of the properties and assets
of the Company substantially as an entirety in accordance with Section 8.01, the successor
corporation formed by such consolidation or into which the Company is merged or to which such
conveyance 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 had been named as the Company herein, and thereafter the predecessor corporation shall
be relieved of all obligations and covenants under this Indenture, the Securities and any coupons
and may be liquidated and dissolved.




          Section 8.03 Securities to be Secured in Certain Events.




          If, upon any consolidation or merger of the Company with or into any corporation, or upon the
conveyance or transfer by the Company of its properties and assets substantially as an entirety in
accordance with Section 8.01 hereof to any Person,



77









 






any Principal Property owned by the Company or a Restricted Subsidiary immediately prior
thereto would thereupon become subject to any mortgage, security interest, pledge, lien or
encumbrance not permitted by Section 10.05, the Company will, prior to such consolidation,
merger, conveyance or transfer, by indenture supplemental hereto, secure the due and punctual
payment of the principal of (and premium, if any) and interest, if any, on the Outstanding
Securities and coupons, if any, appertaining thereto (equally and ratably with any other
indebtedness of the Company then entitled to be so secured) by a direct lien on such Principal
Property, together with any other properties and assets of the Company or of any such Restricted
Subsidiary, whichever shall be the owner of any such Principal Property, which would thereupon
become subject to any such mortgage, security interest, pledge, lien or encumbrance, prior to all
liens other than any theretofore existing thereon.




ARTICLE NINE




SUPPLEMENTAL INDENTURES




          Section 9.01 Supplemental Indentures Without Consent of Securityholders.




          Without the consent of the Holders of any Securities or coupons, 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 contained;
or




     (2) to add to the covenants of the Company, for the benefit of the Holders of all or any
series of Securities and any coupons appertaining thereto (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 cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Indenture, which shall not adversely
affect the interests of the Holders of Outstanding Securities of any series or any coupons
appertaining thereto; or




     (4) to secure payment of the Outstanding Securities equally and ratably with certain
other liens as and to the extent required by this Indenture; or



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




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




     (7) to make any change not otherwise permitted by this Section that does not adversely
affect the rights of any Securityholder; or




     (8) to add or change or eliminate any provisions of this Indenture as shall be necessary
or desirable in accordance with the Trust Indenture Act; or




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




     (10) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to 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




     (11) 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 Outstanding Security
of any series created prior to the execution of such indenture supplemental hereto which is
entitled to the benefit of such provision.



          Section 9.02 Supplemental Indentures with Consent of Securityholders.




          With the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture, by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a
Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of





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modifying in any manner the rights of the Holders of the 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 (except for extensions pursuant to Section 3.12) the Stated Maturity
of the principal of, or any installment of interest, if any, on, any Security of such series,
or reduce the principal amount thereof or the rate of interest, if any, thereon or any
premium payable upon the redemption thereof, or reduce the amount of principal of an Original
Issue Discount Security that would be due and payable upon a declaration of acceleration of
Maturity thereof pursuant to Section 5.02, or change the Currency in which, any
Security (or premium, if any) or the interest, if any, thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption or repayment, on or after the Redemption Date
or Repayment Date); or




     (2) reduce the percentage in principal amount of the Outstanding Securities of any
series, the consent of whose Holders is required for any such supplemental indenture or the
consent of whose Holders is required for any waiver (of compliance with certain provisions of
this Indenture or certain defaults applicable to such series hereunder and their
consequences) provided for in this Indenture or reduce the quorum or voting requirements of
Section 13.04; or




     (3) 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
of such series affected thereby.



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



          It shall not be necessary for any Act of Securityholders 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.




          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





80









 







this Indenture, the Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.




          Section 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 of any series affected thereby
theretofore or thereafter authenticated and delivered hereunder and of any coupons appertaining
thereto shall be bound thereby.




          Section 9.05 Conformity with Trust Indenture Act.




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




          Section 9.06 Reference in Securities to Supplemental Indentures.




          Securities of any series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in
form approved by the Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of any series and any coupons appertaining thereto 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 and any coupons appertaining thereto.




ARTICLE TEN




COVENANTS




          Section 10.01 Payment of Principal, Premium and Interest.




          The Company covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay the principal of (and premium, if any) and interest, if any, on the
Securities of such series in accordance with the terms of the Securities and any coupons
appertaining thereto and this Indenture. Unless otherwise specified as contemplated by Section
3.01 with respect to any series of Securities, any interest due on Bearer Securities on or
before Maturity shall be payable only upon presentation and





81









 







surrender of the several coupons for such interest installments as are evidenced thereby as
they severally mature. Except as otherwise specified with respect to the Securities of a series as
contemplated by Section 3.01, the interest, if any, due in respect of any temporary Global
Security or any Permanent Global Security shall be payable only upon presentation thereof to the
Trustee for notation thereon of the payment of such interest. Unless otherwise specified with
respect to Securities of any series pursuant to Section 3.01, at the option of the Company,
all payments of principal may be paid by check to the registered Holder of the Registered Security
or other person entitled thereto against surrender of such Security.




          Section 10.02 Maintenance of Offices or Agencies.




          The Company will maintain in each Place of Payment for any series of Securities an office or
agency where Securities of that series (but, except as otherwise provided below, unless such Place
of Payment is located outside the United States, not Bearer Securities) may be presented or
surrendered for payment, where Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in respect of the
Securities of such series and this Indenture may be served. The Company initially designates an
office of the Trustee in the Borough of Manhattan, the City of New York, as its agency, and the
Trustee is hereby appointed initially as its agent thereat, for such purposes. If Securities of a
series are issuable as Bearer Securities, the Company will maintain, subject to any laws or
regulations applicable thereto, an office or agency in a Place of Payment for such series which is
located outside the United States where Securities of such series and the coupons, if any,
appertaining thereto may be presented and surrendered for payment; provided, however, that if the
Securities of such series are listed on the London Stock Exchange Limited or the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and such stock exchange
shall so require, the Company will maintain a Paying Agent in London or Luxembourg or any other
required city located outside the United States, as the case may be, so long as the Securities of
such series are listed on such exchange. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of any 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 principal corporate trust office of the Trustee, and the Company hereby
appoints the Trustee, as its agent to receive all such presentations, surrenders, notices and
demands, except that Bearer Securities of that series and the coupons, if any, appertaining thereto
may be presented and surrendered for payment at the place specified for the purpose pursuant to
Section 3.01.




          No payment of principal of (or premium, if any), or interest, if any, on Bearer Securities
shall be made at any office or agency of the Company in the United States or





82









 







by check mailed to an address in the United States or by transfer to an account maintained
with a bank located in the United States except as may be permitted by United States tax laws and
regulations at the time of such payment without detriment to the Company; provided, however,
payment of principal of and any premium and interest denominated in Dollars on any Bearer Security
may be made at an office or agency of, and designated by, the Company located in the United States
if (but only if) payment of the full amount of such principal, premium and interest in Dollars at
all offices outside the United States maintained for the purpose by the Company in accordance with
this Indenture is illegal or effectively precluded by exchange controls or other similar
restrictions and the Trustee receives an Opinion of Counsel that such payment within the United
States is legal. Unless otherwise provided as contemplated by Section 3.01 with respect to
any series of Securities, at the option of the Holder of any Bearer Security or related coupon,
payment may be made by check in the Currency designated for such payment pursuant to the terms of
such Bearer Security presented or mailed to an address outside the United States or by transfer to
an account in such Currency maintained by the payee with a bank located outside the United States.




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




          Section 10.03 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, if any, on any of the Securities of such 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, if any, so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and will promptly notify the Trustee of its failure so to act.




          Whenever the Company shall have one or more Paying Agents for any series of Securities, it
will, prior to each due date of the principal of (and premium, if any) or interest, if any, on, any
Securities of such series and the coupons, if any, appertaining thereto, deposit with a Paying
Agent a sum sufficient to pay the principal (and premium, if any) or interest, if any, so becoming
due, such sum to be held in trust for the benefit of





83









 







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 failure so to 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 principal of (and premium, if any) or
interest, if any, on Securities of such series and the coupons, if any, appertaining thereto
in trust for the benefit of the Persons entitled thereto until such sums shall be paid to
such Persons or otherwise disposed of as herein provided;




     (2) give the Trustee notice of any default by the Company (or any other obligor upon the
Securities of such series) in the making of any payment of principal of (and premium, if any)
or interest, if any, on the Securities of such series and the coupons, if any, appertaining
thereto; 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, if any, on any Security of
any series and the coupons, if any, appertaining thereto and remaining unclaimed for 2 years after
such principal (and premium, if any) or interest, if any, has become due and payable shall be paid
to the Company on Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security or coupons 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 mail to each such Holder or
cause to be published once in an Authorized Newspaper in each Place of





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Payment with respect to Securities of such series, 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 mailing or publication, any unclaimed balance of such money then remaining will be repaid to
the Company.




          Section 10.04 Statement as to Compliance.




          The Company will deliver to the Trustee, within 120 days after the end of each fiscal year
(which at the date hereof ends on September 30), a written statement signed by the principal
executive officer, the principal financial officer or the principal accounting officer of the
Company, stating that





     (1) a review of the activities of the Company during such year and of performance under
this Indenture has been made under his supervision and




     (2) to the best of his knowledge, based on such review, the Company has fulfilled all
its obligations under this Indenture throughout such year, or, if there has been a default in
the fulfillment of any such obligation, specifying each such default known to him and the
nature and status thereof.



          Section 10.05 Limitations on Liens.




          The Company shall not at any time create, incur, assume or suffer to exist, and shall not
cause, suffer or permit a Restricted Subsidiary to create, incur, assume or suffer to exist, any
Secured Debt without making effective provision (and the Company covenants that in such case it
will make or cause to be made effective provision) whereby the Securities then outstanding shall be
secured equally and ratably with such Secured Debt, so long as such Secured Debt shall exist;
provided, however, that this Section 10.05 shall not prevent any of the following:




          (a) Secured Debt existing at the date of this Indenture;




          (b) (i) any mortgage, security interest, pledge, lien or encumbrance on any property hereafter
acquired (including acquisition through merger or consolidation) or constructed by the Company or a
Restricted Subsidiary and created contemporaneously with, or within twelve months after, such
acquisition or the completion of construction to secure or provide for the payment of all or any
part of the purchase price of such property or the cost of construction thereof, as the case may
be; or (ii) any mortgage on property (including any unimproved portion of partially improved
property) of the Company or a Restricted Subsidiary created within twelve months of completion of
construction of a new plant or plants on such property to secure all or part of the cost of such
construction; or (iii) the acquisition of property subject to any mortgage, security interest,
pledge, lien





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or encumbrance upon such property existing at the time of acquisition thereof, whether or not
assumed by the Company or such Restricted Subsidiary;




          (c) liens on capital stock hereafter acquired by the Company or any Restricted Subsidiary,
provided, that, the aggregate cost to the Company and its Restricted Subsidiaries of all capital
stock subject to such liens does not exceed 15% of Consolidated Net Tangible Assets;




          (d) any mortgage, security interest, pledge, lien or encumbrance: (i) securing indebtedness of
a corporation which is a successor to the Company to the extent permitted by Article Eight;
or (ii) securing indebtedness of a Restricted Subsidiary outstanding at the time it became a
Restricted Subsidiary; or (iii) securing indebtedness of any Person outstanding at the time it is
merged with, or all or substantially all of its properties are acquired by, the Company or any
Restricted Subsidiary, provided, that, such mortgage, security interest, pledge, lien or
encumbrance does not extend to any other properties of the Company or any Restricted Subsidiary; or
(iv) existing on the property or on the outstanding shares or indebtedness of a corporation at the
time it becomes a Restricted Subsidiary; or (v) created, incurred or assumed in connection with any
industrial revenue bond, pollution control bond or similar financing arrangement between the
Company or any Restricted Subsidiary and any Federal, State or municipal government or other
governmental body or agency;




          (e) any mortgage, security interest, pledge, lien or encumbrance created in connection with
any extension, renewal or refunding (or successive extensions, renewals or refundings), in whole or
in part, of any indebtedness secured by a mortgage, security interest, pledge, lien or encumbrance
permitted by the foregoing provisions of this Section 10.05 upon the same property
theretofore subject thereto (plus improvements on such property), provided, that, the amount of
such indebtedness outstanding at that time shall not be increased;




          (f) liens, pledges or deposits made in connection with contracts (which term includes
subcontracts under such contracts) with or made at the request of the United States or any
department or agency thereof, insofar as such liens, pledges or deposits relate to property
manufactured, installed or constructed by or to be supplied by, or property furnished to, the
Company or a Restricted Subsidiary pursuant to, or to enable the performance of, such contracts, or
property the manufacture, installation, construction or acquisition of which is financed pursuant
to, or to enable the performance of, such contracts; or deposits or liens, made pursuant to such
contracts, of or upon moneys advanced or paid pursuant to, or in accordance with the provisions of,
such contracts, or of or upon any materials or supplies acquired for the purpose of the performance
of such contracts; or the assignment or pledge, to the extent permitted by law, of the right, title
and interest of the Company or a Restricted Subsidiary in and to any such contract, or in





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and to any payments due or to become due thereunder, to secure indebtedness incurred for funds
or other property supplied, constructed or installed for or in connection with the performance by
the Company or such Restricted Subsidiary of its obligations under such contracts;




          (g) mechanics’, materialmen’s, carriers’ or other like liens, and pledges or deposits made in
the ordinary course of business to obtain the release of any such liens or the release of property
in the possession of a common carrier; good faith deposits in connection with tenders, leases of
real estate or bids or contracts (other than contracts involving the borrowing of money); pledges
or deposits to secure public or statutory obligations; deposits to secure (or in lieu of) surety,
stay, appeal or customs bonds; and deposits to secure the payment of taxes, assessments, customs
duties or other similar charges;




          (h) any mortgage, security interest, pledge, lien or encumbrance arising by reason of deposits
with, or the giving of any form of security to, any governmental agency or any body created or
approved by law or governmental regulation, which is required by law or governmental regulation as
a condition to the transaction of any business, or the exercise of any privilege or license, or to
enable the Company or a Restricted Subsidiary to maintain self-insurance or to participate in any
arrangements established by law to cover any insurance risks or in connection with workmen’s
compensation, unemployment insurance, old age pensions, social security or similar matters;




          (i) the liens of taxes, assessments or other governmental charges or levies not at the time
due, or the validity of which is being contested in good faith;




          (j) judgment liens, so long as the finality of such judgment is being contested in good faith
and execution thereon is stayed;




          (k) easements or similar encumbrances, the existence of which does not impair the use of the
property subject thereto for the purposes for which it is held or was acquired;




          (l) the landlord’s interest under any lease of property;




          (m) leases granted to others in the ordinary course of business;




          (n) Sale and Lease-Back Transactions (as defined in Section 10.06) to the extent
permitted by Section 10.06; and




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          (o) contracts for the manufacture, construction, installation or supply of property, products
or services providing for a mortgage, security interest, pledge, lien or encumbrance upon advance,
progress or partial payments made pursuant to such contracts and upon any material or supplies
acquired, manufactured, constructed, installed or supplied in connection with the performance of
such contracts to secure such advance, progress or partial payments.




          Notwithstanding the foregoing provisions of this Section 10.05, the Company and any
one or more Restricted Subsidiaries may create, incur, assume or suffer to exist Secured Debt which
would otherwise be subject to the foregoing restrictions in an aggregate amount which, together
with all other Secured Debt of the Company and its Restricted Subsidiaries which would otherwise be
subject to the foregoing restrictions (not including Secured Debt permitted under subparagraphs
(a) through (o) above) and the aggregate value of the Sale and Lease-Back Transactions in
existence at such time (not including Sale and Lease-Back Transactions the proceeds of which have
been or will be applied in accordance with Clause (b) of Section 10.06), does not
at the time exceed 15% of Consolidated Net Tangible Assets.




          Section 10.06 Limitations on Sale and Lease-Back.




          The Company will not, and will not permit any Restricted Subsidiary to, sell or transfer
(except to the Company or one or more Restricted Subsidiaries, or both) any Principal Property
owned by it and which has been in full operation for more than 180 days prior to such sale or
transfer with the intention (i) of taking back a lease on such property, except a lease for a
temporary period (not exceeding 36 months), and (ii) that the use by the Company or such Restricted
Subsidiary of such property will be discontinued on or before the expiration of the term of such
lease (any such transaction being herein referred to as a “Sale and Lease-Back Transaction”),
unless




          (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of
Section 10.05 hereof, to incur Secured Debt equal in amount to the amount realized or to be
realized upon such sale or transfer secured by a mortgage on the property to be leased without
equally and ratably securing the Securities; or




          (b) the Company or a Restricted Subsidiary shall, within 180 days of the effective date of any
such transaction, apply an amount equal to the value of the property so leased (i) to the
retirement (other than any mandatory retirement) of Consolidated Funded Debt or indebtedness then
outstanding of the Company or any Restricted Subsidiary that was Funded Debt at the time it was
created (other than Consolidated Funded Debt or such other indebtedness owned by the Company or any
Restricted Subsidiary), or (ii) to the purchase of Principal Property having a value at least equal
to the value of such property; provided, however, that the amount to be so applied pursuant





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to the preceding Clause (i) or (ii) shall be reduced by (A) the principal
amount of any Securities delivered within 180 days of the effective date of any such transaction to
the Trustee for retirement and cancellation, and (B) the principal amount of Consolidated Funded
Debt or indebtedness that was Funded Debt at the time it was created (other than Securities)
retired by the Company or a Restricted Subsidiary within 180 days of the effective date of any such
transaction; or




          (c) the Sale and Lease-Back Transaction involved was an industrial revenue bond, pollution
control bond or similar financing arrangement between the Company or any Restricted Subsidiary and
any Federal, State or municipal government or other governmental body or agency.




          The term “value” shall mean, with respect to a Sale and Lease-Back Transaction, as of any
particular time, the amount equal to the greater of (i) the net proceeds of the sale of the
property leased pursuant to such Sale and Lease-Back Transaction or (ii) the fair value of such
property at the time of entering into such Sale and Lease-Back Transaction, as determined by the
Board of Directors, in either case divided first by the number of full years of the term of the
lease and then multiplied by the number of full years of such term remaining at the time of
determination, without regard to any renewal or extension options contained in the lease.




          Section 10.07 Limitations on Change in Subsidiary Status.




          The Company may designate any Subsidiary as an Unrestricted Subsidiary or as a Restricted
Subsidiary, subject to the provisions set forth below:




          (a) the Company will not permit any Subsidiary to be designated as an Unrestricted Subsidiary
unless at the time of such designation the Subsidiary so designated does not own, directly or
indirectly, any capital stock of any Restricted Subsidiary or any Funded Debt or Secured Debt of
the Company or any Restricted Subsidiary;




          (b) the Company will not permit any Restricted Subsidiary to be designated as, or otherwise to
become, an Unrestricted Subsidiary unless immediately after such Restricted Subsidiary becomes an
Unrestricted Subsidiary, no Event of Default, and no event which, after notice or lapse of time or
both, would become an Event of Default, shall exist;




          (c) the Company will not permit any Unrestricted Subsidiary to be designated as a Restricted
Subsidiary unless immediately after such Unrestricted Subsidiary becomes a Restricted Subsidiary,
no Event of Default, and no event which, after notice or lapse of time or both, would become an
Event of Default, shall exist; and




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          (d) promptly after the designation of any Subsidiary as an Unrestricted Subsidiary or as a
Restricted Subsidiary, there shall be filed with the Trustee, an Officers’ Certificate stating that
the provisions of this Section have been complied with in connection with such designation.




          Section 10.08 Waiver of Covenants.




          The Company may omit in any particular instance to comply with any covenant or condition set
forth in Sections 10.05, 10.06 and 10.07 with respect to the Securities of
any series, if before or after the time for such compliance the Holders of at least a majority in
principal amount of the Securities of such series at the time Outstanding shall, by Act of such
Holders, either waive such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such covenant or condition
except to the extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such covenant or
condition shall remain in full force and effect.




          Section 10.09 Defeasance of Certain Obligations.




          If this Section 10.09 has been specified in accordance with Section 3.01 to be
applicable to Securities of any series, the Company may omit to comply with any term, provision or
condition set forth in Sections 10.05, 10.06 and 10.07, and Section
5.01(c) with respect to Sections 10.05, 10.06 and 10.07 shall be deemed
not to be an Event of Default, in each case with respect to the Securities of that series, when





     (1) with reference to this Section 10.09, the Company has deposited or caused to
be deposited with the Trustee irrevocably (irrespective of whether the conditions in
Clauses (2), (3), (4), (5) and (6) below have been
satisfied, but subject to the provisions of Section 4.02(b) and the last paragraph of
Section 10.03) as trust funds in trust for the purpose,




     (A) moneys, or




     (B) securities evidencing direct general obligations of, or obligations the
payment of the principal and interest of which are unconditionally guaranteed by, the
United States, which obligations, or the guaranty of which, constitutes the full faith
and credit obligation of the United States, which securities shall not be callable or
redeemable at the option of the issuer and which securities mature and bear interest in
such amount and at such times as will provide moneys, or



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     (C) a combination thereof,


in an amount sufficient to pay (without reinvestment) and discharge the principal of (and premium,
if any) and each installment of principal of (and premium, if any) and interest, if any, on such
Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such
principal or installment of principal or interest, if any, or any mandatory sinking fund payments
or analogous payments applicable to Securities of such series on the day on which such payments are
due and payable in accordance with the terms of the Indenture and of such Securities and the
coupons, if any, appertaining thereto;





     (2) the Company has paid or caused to be paid all other sums payable hereunder by the
Company in respect of the Securities of such series and the coupons, if any, appertaining
thereto;




     (3) such deposit shall not cause the Trustee with respect to the Securities of that
series to have a conflicting interest for purposes of the TIA with respect to the Securities
of any series;




     (4) no Event of Default or event which with the giving of notice or lapse of time, or
both, would become an Event of Default with respect to the Securities of that series shall
have occurred or be continuing on the date of such deposit and no Event of Default under
Section 5.01(d) or 5.01(e) or an event which with the giving of notice or
lapse of time, or both, would become an Event of Default under Section 5.01(d) or
5.01(e) shall have occurred and be continuing on the 91st day after such date;




     (5) the Company has delivered to the Trustee an Opinion of Counsel to the effect that
Holders of the Securities of such series and the coupons, if any, appertaining thereto will
not recognize income, gain or loss for Federal income tax purposes as a result of such
deposit and defeasance of certain obligations and will be subject to Federal income tax on
the same amount and in the same manner and at the same times as would have been the case if
such deposit and defeasance had not occurred; and




     (6) the Company has delivered to the Trustee (A) an Officers’ Certificate and an Opinion
of Counsel each stating that all conditions precedent herein provided for relating to the
defeasance in respect of the Securities of such series contemplated by this Section have been
complied with and (B) if securities have been deposited pursuant to Clause (1) of
this Section, a certificate of independent certified public accountants stating that such
securities mature and bear interest in such amounts and at such times as will (together with
any moneys otherwise provided pursuant to Clause (1) of this Section) provide
sufficient moneys as



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     provided in Clause (1) of this Section.



          Section 10.10 Additional Amounts.




          If the Securities of a series provide for the payment of additional amounts as contemplated by
Clause (13) of Section 3.01, the Company will pay to the Holder of any Security of
such series or any coupon appertaining thereto additional amounts upon the terms and subject to the
conditions provided therein. Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of (or premium, if any) or interest, if any, on or in respect of, any
Security of any series or the payment of any coupon appertaining thereto or the net proceeds
received at Maturity or on the sale or exchange of any Security of any series, such mention shall
be deemed to include mention of the payment of additional amounts provided for in this Section to
the extent that, in such context, additional amounts are, were or would be payable in respect
thereof pursuant to the provisions of this Section and express mention of the payment of additional
amounts (if applicable) in any provisions hereof shall not be construed as excluding additional
amounts in those provisions hereof where such express mention is not made.




          If the Securities of a series provide for the payment of additional amounts, at least 10 days
prior to the first Interest Payment Date with respect to such series (or if the Securities of such
series will not bear interest prior to Maturity, the first day on which a payment of principal (and
premium, if any) is made), and at least 10 days prior to each date of payment of principal (and
premium, if any) or interest, if any, if there has been any change with respect to the matters set
forth in the below-mentioned Officers’ Certificate, the Company will furnish the Trustee and the
Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers’
Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of
principal of (or premium, if any) or interest, if any, on the Securities of such series shall be
made to Holders of Securities of such series or any coupons appertaining thereto who are United
States Aliens without withholding for or on account of any tax, assessment or other governmental
charge described in the Securities of that series. If any such withholding shall be required, then
such Officers’ Certificate shall specify by country the amount, if any, required to be withheld on
such payments to such Holders of Securities or coupons and the Company will pay to the Trustee or
such Paying Agent the additional amounts, if any, required by this Section. The Company covenants
to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss,
liability or expense reasonably incurred without negligence or bad faith on their part arising out
of or in connection with actions taken or omitted by any of them in reliance on any Officers’
Certificate furnished pursuant to this Section.




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ARTICLE ELEVEN




REDEMPTION OF SECURITIES




          Section 11.01 Right of Redemption.




          The Securities of each series shall be subject to such optional redemption or mandatory
redemption, or both, as shall be set forth in the Board Resolution or supplemental indenture in or
pursuant to which such series is established.




          Section 11.02 Applicability of Article.




          Redemption of Securities of any series at the election of the Company or otherwise, as
permitted or required by their terms, shall be made in accordance with such terms and, except as
otherwise specified pursuant to Section 3.01 for the Securities of such series, this
Article Eleven.




          Section 11.03 Election to Redeem; Notice to Trustee.




          In case of any redemption at the election of the Company of less than all the Securities of
any series, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee) notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series to be redeemed.




          Section 11.04 Selection by Trustee of Securities to be Redeemed.




          Except as otherwise provided pursuant to Section 3.01, if less than all the Securities
of any series are to be redeemed, the particular Securities to be redeemed shall be selected not
more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions of the principal of
Securities of such series of a denomination larger than $1,000. The portions of the principal of
Securities so selected for partial redemption shall be equal to $1,000 or the smallest authorized
denomination of the Securities of such series, whichever is greater, or an integral multiple
thereof.




          The Trustee shall promptly notify the Company in writing of the Securities selected for
redemption and, in the case of any Security selected for partial redemption, the principal amount
thereof to be redeemed.




          For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Securities shall relate, in the case of any Security





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redeemed or to be redeemed only in part, to the portion of the principal of such Security
which has been or is to be redeemed.




          Section 11.05 Notice of Redemption.



          Notice of redemption shall be in the manner provided in Section 1.06 not less than 30
nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed.



          All notices of redemption shall state:




     (1) the Redemption Date,




     (2) the Redemption Price,




     (3) if less than all Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the respective 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, and that interest, if any, thereon shall cease to accrue from and after
said date,




     (5) the place or places where such Securities, together in the case of Bearer Securities
with all coupons, if any, appertaining thereto maturing after the Redemption Date are to be
surrendered for payment of the Redemption Price and accrued interest, if any, which shall be
the office or agency of the Company in each Place of Payment with respect to Securities of
such series,




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




     (7) that Bearer Securities may be surrendered for payment only at such place or places
outside the United States, except as otherwise specified in Section 10.02, and unless
otherwise specified in such notice, Bearer Securities of any series, if any, surrendered for
redemption must be accompanied by all coupons maturing subsequent to the date fixed for
redemption or the amount of any such missing coupon or coupons will be deducted from the
Redemption Price, unless security or indemnity satisfactory to the Company, the Trustee for
such series and any Paying Agent is furnished, and




     (8) if Bearer Securities of any series are to be redeemed and any Registered Securities
of such series are not to be redeemed, and if such Bearer Securities may be exchanged for
Registered Securities not subject to redemption on the



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Redemption Date pursuant to Section 3.05 or otherwise, the last date, as
determined by the Company, on which such exchanges may be made.



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



          Failure to give such notice to the Holder of any Security or any defect in such notice given
to the Holder of any Security shall not affect the validity of the proceedings for any other
Security or part thereof.



          Section 11.06 Deposit of Redemption Price.



          Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.03) 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, if any, to the
Redemption Date on all the Securities which are to be redeemed on that date.



          Section 11.07 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, together
with accrued interest, if any, to the Redemption Date, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued interest, if any) such
Securities shall cease to bear interest and the coupons for such interest appertaining to any
Bearer Security so to be redeemed, except to the extent provided below, shall be void. Upon
surrender of such Securities for redemption in accordance with said notice together with all
coupons, if any, appertaining thereto maturing after the Redemption Date, such Securities shall be
paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date;
provided, however, that installments of any interest on Bearer Securities of such series the Stated
Maturity of which interest is on or prior to the Redemption Date shall be payable (but without
interest thereon, unless the Company shall default in the payment thereof) only at an office or
agency outside the United States (except as otherwise provided in Section 10.02) and,
unless otherwise specified with respect to the Securities of such series pursuant to Section
3.01, only upon presentation and surrender of coupons for such interest; and provided, further,
that, unless otherwise specified with respect to the Securities of such series pursuant to
Section 3.01, installments of any interest on Registered Securities of such series the
Stated Maturity of which interest is on or prior to the Redemption Date shall be payable (but
without interest thereon, unless the Company



95









 




shall default in the payment thereof) to the Holders of such Registered Securities, or one or
more Predecessor Securities, registered as such at the close of business on the relevant Regular
Record Dates according to their terms and the provisions of Section 3.07.




          If a Bearer Security of any series surrendered for redemption shall not be accompanied by all
coupons, if any, appertaining thereto maturing after the Redemption Date, such Bearer Security may
be paid after deducting from the Redemption Price an amount equal to the face amount of all such
missing coupons or the surrender of such missing coupon or coupons may be waived by the Company if
there is furnished to the Company and the Trustee such security or indemnity as they may require to
save each of them and any agent of them harmless. If thereafter the Holder of such Bearer Security
shall surrender to the Trustee or any Paying Agent in respect of such series any such missing
coupon in respect of which a deduction shall have been made from the Redemption Price, such Holder
shall be entitled to receive the amount so deducted without interest thereon; provided, however,
that interest represented by coupons shall be payable only at an office or agency located outside
the United States (except as otherwise provided in Section 10.02) and, unless otherwise
specified with respect to the Securities of such series pursuant to Section 3.01, only upon
presentation and surrender of those coupons.



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



          Section 11.08 Securities Redeemed in Part.



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



96









 





ARTICLE TWELVE




SINKING FUNDS




          Section 12.01 Applicability of Article.



          Redemption or retirement of Securities of any series through operation of a sinking fund, as
permitted or required by their terms, shall be made in accordance with such terms and, except as
otherwise specified as contemplated by Section 3.01 for the Securities of such series, this
Article.



          The minimum amount of any sinking fund payment provided for by the terms of Securities of any
series is herein referred to as a “mandatory sinking fund payment”, and any payment in
excess of such minimum amount provided for by the terms of Securities of any series is herein
referred to as an “optional sinking fund payment”. If provided for by the terms of
Securities of any series, the cash amount of any 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 the Securities of such series.



          Section 12.02 Satisfaction of Sinking Fund Payments with Securities.



          The Company (1) may deliver Outstanding Securities of a series (other than any previously
called for redemption), together in the case of any Bearer Securities of such series with all
unmatured coupons, if any, appertaining thereto, 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, however, that such
Securities have not been previously so credited. Such Securities shall be received and credited
for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.



          Section 12.03 Redemption of Securities for Sinking Fund.



          Not less than 60 days prior to each sinking fund payment date for any series of Securities or
such shorter period as shall be satisfactory to the Trustee, the Company will deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for
Securities of such series pursuant to the terms of such



97









 




Securities, 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 such
series pursuant to Section 12.02 and will also deliver to the Trustee any Securities to be
so delivered. The Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 11.04 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 11.05. Such notice having been duly given, the redemption of such Securities shall
be made upon the terms and in the manner stated in Sections 11.07 and 11.08.




ARTICLE THIRTEEN




MEETINGS OF HOLDERS OF SECURITIES




          Section 13.01 Purposes for Which Meetings May Be Called.



          If Securities of a series are issuable in whole or in part as Bearer Securities, a meeting of
Holders of Securities of such series may be called at any time and from time to time pursuant to
this Article to make, give or take any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be made, given or taken by Holders of
Securities of such series.



          Section 13.02 Call, Notice and Place of Meetings.



          (a) The Trustee may at any time call a meeting of Holders of Securities of any series issuable
in whole or in part as Bearer Securities for any purpose specified in Section 13.01, to be
held at such time and at such place in the Borough of Manhattan, The City of New York, or in London
as the Trustee shall determine. Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general terms the action proposed to be
taken at such meeting, shall be given, in the manner provided in Section l.06, not less
than 21 nor more than 180 days prior to the date fixed for the meeting.



          (b) In case at any time the Company, pursuant to a Board Resolution, or the Holders of at
least 10% in principal amount of the Outstanding Securities of any series shall have requested the
Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in
Section 13.01, by written request setting forth in reasonable detail the action proposed to
be taken at such meeting, and the Trustee shall not have made the first publication of the notice
of such meeting within 21 days after receipt of such request or shall not thereafter proceed to
cause the meeting to be held as provided herein, then the Company or the Holders of Securities of
such series in the amount above specified, as the case may be, may determine the time and the place
in the



98









 




Borough of Manhattan, The City of New York, or in London for such meeting and may call such
meeting for such purposes by giving notice thereof as provided in Subsection (a) of this
Section.




          Section 13.03 Persons Entitled to Vote at Meetings.



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



          Section 13.04 Quorum; Action.



          The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a
series shall constitute a quorum for a meeting of Holders of Securities of such series; provided,
however, that if any action is to be taken at such meeting with respect to a consent or waiver
which is required to be given by the Holders of not less than a greater percentage in such
principal amount as this Indenture expressly specifies or as shall have been specified with respect
to the Securities of such series pursuant to Section 3.01, the Persons entitled to vote
such greater percentage in principal amount of the Outstanding Securities of such series shall
constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any
such meeting, the meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved. In the absence of a quorum in any other case the meeting may be adjourned
for a period of not less than 10 days as determined by the chairperson of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10 days as determined by
the chairperson of the meeting prior to the adjournment of such adjourned meeting. Subject to
Section 13.05, notice of the reconvening of any adjourned meeting shall be given as
provided in Section 13.02(a), except that such notice need be given only once not less than
five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the
reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the
principal amount of the Outstanding Securities of such series which shall constitute a quorum.



          Except as limited by the proviso to Section 9.02, any resolution presented to a
meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be
adopted only by the affirmative vote of the Holders of a majority in principal



99









 




amount of the Outstanding Securities of that series; provided, however, that, except as
limited by the proviso to Section 9.02, any resolution with respect to any consent or
waiver which is required to be given by the Holders of not less than a greater percentage in such
principal amount as shall have been specified with respect to the Securities of such series
pursuant to this Indenture or Section 3.01 may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid only by the affirmative vote
of the Holders of such greater percentage in principal amount of the outstanding Securities of that
series; and provided, further, that, except as limited by the proviso to Section 9.02, any
resolution with respect to any request, demand, authorization, direction, notice, consent, waiver
or other action which this Indenture expressly provides may be made, given or taken by the Holders
of a specified percentage, which is less than a majority in principal amount of the Outstanding
Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at
which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified
percentage in principal amount of the Outstanding Securities of that series.




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



          Section 13.05 Determination of Voting Rights; Conduct and Adjournment of Meetings.



          (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such
reasonable regulations as it may deem advisable for any meeting of Holders of Securities of such
series in regard to proof of the holding of Securities of such series and of the appointment of
proxies and in regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise
permitted or required by any such regulations, the holding of Securities shall be proved in the
manner specified in Section l.04 and the appointment of any proxy shall be proved in the
manner specified in Section l.04 or, in the case of Bearer Securities, by having the
signature of the person executing the proxy witnessed or guaranteed by any trust company, bank or
banker authorized by Section l.04 to certify to the holding of Bearer Securities. Such
regulations may provide that written instruments appointing proxies, regular on their face, may be
presumed valid and genuine without the proof specified in Section l.04 or other proof.



          (b) The Trustee shall, by an instrument in writing, appoint a temporary chairperson of the
meeting, unless the meeting shall have been called by the Company or by Holders of Securities as
provided in Section 13.02(b), in which case the Company or



100









 




the Holders of Securities of the series calling the meeting, as the case may be, shall in like
manner appoint a temporary chairperson. A permanent chairperson and a permanent secretary of the
meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of
the Outstanding Securities of such series represented at the meeting.




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



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



          Section 13.06 Counting Votes and Recording Action of Meetings.



          The vote upon any resolution submitted to any meeting of Holders of Securities of any series
shall be by written ballots on which shall be subscribed the signatures of the Holders of
Securities of such series or of their representatives by proxy and the principal amounts and serial
numbers of the Outstanding Securities of such series held or represented by them. The permanent
chairperson of the meeting shall appoint two inspectors of votes who shall count all votes cast at
the meeting for or against any resolution and who shall make and file with the secretary of the
meeting their verified written reports in triplicate of all votes cast at the meeting. A record,
at least in triplicate, of the proceedings of each meeting of Holders of Securities of any series
shall be prepared by the secretary of the meeting and there shall be attached to said record the
original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting
and showing that said notice was given as provided in Section 13.02 and, if applicable,
Section 13.04. Each copy shall be signed and verified by the affidavits of the permanent
chairperson and secretary of the meeting and one such copy shall be delivered to the Company and
another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the
ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of
the matters therein stated.



101









 





ARTICLE FOURTEEN




REPAYMENT AT THE OPTION OF HOLDERS




          Section 14.01 Applicability of Article.



          Securities of any series which are repayable at the option of the Holders thereof before their
Stated Maturity shall be repaid in accordance with their terms and (except as otherwise specified
pursuant to Section 3.01 for Securities of such series) in accordance with this Article.



          Section 14.02 Repayment of Securities.



          Each Security which is subject to repayment in whole or in part at the option of the Holder
thereof on a Repayment Date shall, unless otherwise provided in its terms, be repaid at the
applicable Repayment Price together with interest accrued to such Repayment Date as specified
pursuant to Section 3.01.



          Section 14.03 Exercise of Option; Notice.



          Each Holder desiring to exercise such Holder’s option for repayment shall, as conditions to
such repayment, surrender the Security to be repaid in whole or in part together with written
notice of the exercise of such option at any office or agency of the Company in the Place of
Payment, not less than 30 nor more than 45 days prior to the Repayment Date; provided, however,
that surrender of Bearer Securities together with written notice of exercise of such option shall
be made at an office or agency located outside the United States except as otherwise provided in
Section 10.02. Such notice, which shall be irrevocable, shall specify the principal amount
of such Security to be repaid, which shall be equal to the minimum authorized denomination for such
Security or an integral multiple thereof, and shall identify the Security to be repaid and, in the
case of a partial repayment of the Security, shall specify the denominations of the Security or
Securities of the same series to be issued to the Holder for the portion of the principal of the
Security surrendered which is not to be repaid.



          If any Bearer Security surrendered for repayment shall not be accompanied by all unmatured
coupons and all matured coupons in default, such Bearer Security may be paid after deducting from
the Repayment Price an amount equal to the face amount of all such missing coupons, or the
surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to the
Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been
made



102









 




from the Repayment Price, such Holder shall be entitled to receive the amount so deducted
without interest thereon; provided, however, that interest represented by coupons shall be payable
only at an office or agency located outside the United States except as otherwise provided in
Section 10.02.




          The Company shall execute and the Trustee shall authenticate and deliver without service
charge to the Holder of any Registered Security so surrendered a new Registered Security or
Securities of the same series, of any authorized denomination specified in the foregoing notice, in
an aggregate principal amount equal to any portion of the principal of the Registered Security so
surrendered which is not to be repaid.



          The Company shall execute and the Trustee shall authenticate and deliver without service
charge to the Holder of any Bearer Security or Securities (and all appurtenant unmatured coupons
and matured coupons in default) or any combination thereof of the same series of any authorized
denomination or denominations specified in the foregoing notice, in an aggregate principal amount
equal to any portion of the principal of the Security so surrendered which is not to be paid;
provided, however, that the issuance of a Registered Security therefor shall be subject to
applicable laws and regulations in effect at the time of the exchange; neither the Trustee nor the
Security Registrar shall issue Registered Securities for Bearer Securities if it has received an
Opinion of Counsel that as a result of such issuance the Company would suffer adverse consequences
under the United States Federal income tax laws then in effect and the Company has delivered to the
Trustee a Company Order directing the Trustee not to make such issuances thereafter unless and
until the Trustee receives a subsequent Company Order to the contrary. The Company shall deliver
copies of such Company Order to the Security Registrar.



          For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the repayment of Securities shall relate, in the case of any Security repaid or to be
repaid in part, to the portion of the principal of such Security which has been or is to be repaid.



          Section 14.04 Election of Repayment by Remarketing Entities.



          The Company may elect with respect to Securities of any series which are repayable at the
option of the Holders thereof before their Stated Maturity, at any time prior to any Repayment Date
to designate one or more Remarketing Entities to purchase, at a price equal to the Repayment Price,
Securities of such series from the Holders thereof who give notice and surrender their Securities
in accordance with Section 14.03.



          Section 14.05 Securities Payable on the Repayment Date.



103









 





          Notice of exercise of the option of repayment having been given and the Securities so to be
repaid having been surrendered as aforesaid, such Securities shall, unless purchased in accordance
with Section 14.04, on the Repayment Date become due and payable at the price therein
specified and from and after the Repayment Date such Securities shall cease to bear interest and
shall be paid on the Repayment Date, and the coupons for such interest appertaining to Bearer
Securities so to be repaid, except to the extent provided above, shall be void, unless the Company
shall default in the payment of such price in which case the Company shall continue to be obligated
for the principal amount of such Securities and shall be obligated to pay interest on such
principal amount at the rate borne by such Securities from time to time until payment in full of
such principal amount.



ARTICLE FIFTEEN




IMMUNITY OF INCORPORATORS, SHAREOWNERS,

OFFICERS AND DIRECTORS




          Section 15.01 Exemption from Individual Liability.



          No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any
Security or the coupons, if any, appertaining thereto, or for any claim based thereon or otherwise
in respect thereof, shall be had against any incorporator, shareowner, officer or director, as
such, past, present or future, of the Company or of any successor corporation, either directly or
through the Company, whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder are solely corporate obligations, and that no such
personal liability whatever shall attach to, or is or shall be incurred by, the incorporators,
shareowners, officers or directors, as such, of the Company or of any successor corporation, or any
of them, because of the creation of the indebtedness hereby authorized, or under or by reason of
the obligations, covenants or agreements contained in this Indenture or in any of the Securities or
the coupons, if any, appertaining thereto or implied therefrom; and that any and all such personal
liability, either at common law or in equity or by constitution or statute, of, and any and all
such rights and claims against, every such incorporator, shareowner, officer or director, as such,
because of the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any Securities of any series
or any coupon appertaining thereto or implied therefrom, are hereby expressly waived and released
as a condition of, and as a consideration for, the execution of this Indenture and the issue of
such Securities and coupons.



104









 





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



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



	 	 	 	 	 	 	 	 	 
	 	 	ARVINMERITOR, INC.	 	 
	[CORPORATE SEAL]
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Senior Vice President,

General Counsel and

Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON TRUST 
COMPANY, N.A., as Trustee	 	 
	[CORPORATE SEAL]
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Authorized Officer
	 	 	 	 	 	 	 	 







105









 








EXHIBIT A

FORMS OF CERTIFICATION




EXHIBIT A-1




FORM OF CERTIFICATE TO BE GIVEN BY

PERSON ENTITLED TO RECEIVE BEARER SECURITY

OR TO OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE




CERTIFICATE




[INSERT TITLE OR SUFFICIENT DESCRIPTION

OF SECURITIES TO BE DELIVERED]




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



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



          We undertake to advise you promptly by tested telex on or prior to the date on which you
intend to submit your certification relating to the above-captioned Securities held by you for our
account in accordance with your Operating Procedures if any



A-1-1









 




applicable statement herein is not correct on such date, and in the absence of any such
notification it may be assumed that this certification applies as of such date.




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



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



Dated: __________________



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




	 	 	 
	 

	 	[Name of Person Making Certification]
	 
	 	 
	 

	 	 
	 

	 	Name:
	 

	 	Title:
	 
	 	 
	(AUTHORIZED SIGNATORY)
	 	 
	 
	 	 
	 
	 	 






A-1-2









 








EXHIBIT A-2




FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR

AND CEDEL IN

CONNECTION WITH THE EXCHANGE OF A PORTION OF A

TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST

PAYABLE PRIOR TO THE EXCHANGE DATE




CERTIFICATE




[INSERT TITLE OR SUFFICIENT DESCRIPTION

OF SECURITIES TO BE DELIVERED]




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



A-2-1









 





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



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



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



Dated: ________________



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




	 	 	 	 	 
	 	[MORGAN GUARANTY TRUST 

COMPANY OF NEW YORK, BRUSSELS
 OFFICE, as Operator of the Euroclear
 System]
 [CEDEL]

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




A-2-2