exv4wa1



 







Exhibit 4(a)(1)



 




CENTRAL LOUISIANA ELECTRIC COMPANY, INC.



TO



BANKERS TRUST COMPANY, Trustee



 





Indenture



 





Dated as of October 1, 1988



Debt Securities



 




 









 





CENTRAL LOUISIANA ELECTRIC COMPANY, INC.



Reconciliation and tie sheet between Trust Indenture Act

of 1939 and Indenture, dated as of October 1, 1988




	 	 	 
	 	 	Indenture
	Trust Indenture Act Section	 	Section
	§ 310 (a) (1)
	 	609
	(a) (2)
	 	609
	(a) (3)
	 	Not Applicable
	(a) (4)
	 	Not Applicable
	(b)
	 	608, 610
	§ 311 (a)
	 	613(a), (c)
	(b)
	 	613(b), (c)
	(b) (2)
	 	703(a)(2), 703(b)
	§ 312 (a)
	 	701, 702(a)
	(b)
	 	702(b)
	(c)
	 	702(c)
	§ 313 (a)
	 	703(a)
	(b) (1)
	 	Not Applicable
	(b) (2)
	 	703(b)
	(c)
	 	703(c)
	(d)
	 	703(d)
	§ 314 (a)
	 	704
	(b)
	 	Not Applicable
	(c) (1)
	 	102
	(c) (2)
	 	102
	(c) (3)
	 	Not Applicable
	(d)
	 	Not Applicable
	(e)
	 	102
	§ 315 (a)
	 	601(a)
	(b)
	 	602, 703(a)(6)
	(c)
	 	601(b)
	(d)
	 	601(c)
	(d) (1)
	 	601(a)(1) , (c)(1)
	(d) (2)
	 	601(c)(2)
	(d) (3)
	 	601(c)(3)
	(e)
	 	514
	§ 316 (a)
	 	101
	(a) (1) (A)
	 	502, 512
	(a) (1) (B)
	 	513
	(a) (2)
	 	Not Applicable
	(b)
	 	508
	§ 317 (a) (1)
	 	503
	(a) (2)
	 	504
	(b)
	 	1003
	§ 318 (a)
	 	108








 




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




 









 










TABLE OF CONTENTS



 






	 	 	 	 	 
	 	 	Page	 
	PARTIES
	 	 	1	 
	RECITALS
	 	 	1	 
	 
	ARTICLE ONE   DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	 	 
	Section 101. Definitions
	 	 	1	 
	Act
	 	 	2	 
	Additional Amounts
	 	 	2	 
	Affiliate; Control
	 	 	2	 
	Authenticating Agent
	 	 	2	 
	Authorized Newspaper
	 	 	2	 
	Bearer Security
	 	 	3	 
	Board of Directors
	 	 	3	 
	Board Resolution
	 	 	3	 
	Business Day
	 	 	3	 
	Commission
	 	 	3	 
	Company
	 	 	3	 
	Company Request; Company Order
	 	 	3	 
	Consolidated Net Tangible Assets
	 	 	4	 
	Corporate Trust Office
	 	 	4	 
	Corporation
	 	 	4	 
	Coupon
	 	 	4	 
	Defaulted Interest
	 	 	4	 
	Dollars or $
	 	 	4	 
	Event of Default
	 	 	4	 
	Holder
	 	 	5	 
	Indenture
	 	 	5	 
	Interest
	 	 	5	 
	Interest Payment Date
	 	 	5	 
	Maturity
	 	 	5	 
	Officers’ Certificate
	 	 	5	 
	Opinion of Counsel
	 	 	5	 
	Original Issue Discount Security
	 	 	5	 
	Outstanding
	 	 	5	 
	Paying Agent
	 	 	7	 
	Person
	 	 	7	 
	Place of Payment
	 	 	7	 
	Predecessor Security
	 	 	7	 
	Redemption Date
	 	 	7	 
	Redemption Price
	 	 	7	 
	Registered Security
	 	 	7	 








 




			
	Note:	 	This table of contents shall not, for any purpose, be deemed to be a
part of the Indenture.





 i 




 









 





	 	 	 	 	 
	 	 	Page	 
	Regular Record Date
	 	 	7	 
	Responsible Officer
	 	 	8	 
	Security or Securities
	 	 	8	 
	Security Register; Security Registrar
	 	 	8	 
	Special Record Date
	 	 	8	 
	Stated Maturity
	 	 	8	 
	Subsidiary; Wholly-owned Subsidiary
	 	 	8	 
	Trustee
	 	 	8	 
	Trust Indenture Act
	 	 	9	 
	United States
	 	 	9	 
	United States Alien
	 	 	9	 
	Vice President
	 	 	9	 
	Voting Stock
	 	 	9	 
	Section 102. Compliance Certificates and Opinions
	 	 	9	 
	Section 103. Form of Documents Delivered to Trustee
	 	 	10	 
	Section 104. Acts of Holders
	 	 	11	 
	Section 105. Notices, etc. to Trustee and Company
	 	 	13	 
	Section 106. Notice to Holders of Securities; Waiver
	 	 	13	 
	Section 107. Language of Notices, etc.
	 	 	15	 
	Section 108. Conflict with Trust Indenture Act
	 	 	15	 
	Section 109. Effect of Headings and Table of Contents
	 	 	15	 
	Section 110. Successors and Assigns
	 	 	15	 
	Section 111. Separability Clause
	 	 	15	 
	Section 112. Benefits of Indenture
	 	 	15	 
	Section 113. Governing Law
	 	 	16	 
	Section 114. Legal Holidays
	 	 	16	 
	 
	ARTICLE TWO SECURITY FORMS
	 	 	 	 
	Section 201. Forms Generally
	 	 	16	 
	Section 202. Form of Trustee’s Certificate of Authentication
	 	 	17	 
	 
	ARTICLE THREE THE SECURITIES
	 	 	 	 
	Section 301. Amount Unlimited; Issuable in Series
	 	 	17	 
	Section 302. Denominations
	 	 	21	 
	Section 303. Execution, Authentication, Delivery and Dating
	 	 	21	 






ii




 









 





	 	 	 	 	 
	 	 	Page	 
	Section 304. Temporary Securities
	 	 	23	 
	Section 305. Registration, Transfer and Exchange
	 	 	24	 
	Section 306. Mutilated, Destroyed, Lost and Stolen Securities
	 	 	27	 
	Section 307. Payment of Interest; Interest Rights Preserved
	 	 	28	 
	Section 308. Persons Deemed Owners
	 	 	30	 
	Section 309. Cancellation
	 	 	31	 
	Section 310. Computation of Interest
	 	 	31	 
	 
	ARTICLE FOUR SATISFACTION AND DISCHARGE
	 	 	 	 
	Section 401. Satisfaction and Discharge of Indenture
	 	 	32	 
	Section 402. Application of Trust Money
	 	 	34	 
	 
	ARTICLE FIVE REMEDIES
	 	 	 	 
	Section 501. Events of Default
	 	 	34	 
	Section 502. Acceleration of Maturity; Rescission and Annulment
	 	 	36	 
	Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	37	 
	Section 504. Trustee May File Proofs of Claim
	 	 	38	 
	Section 505. Trustee May Enforce Claims Without Possession of Securities or
Coupons
	 	 	39	 
	Section 506. Application of Money Collected
	 	 	40	 
	Section 507. Limitation on Suits
	 	 	40	 
	Section 508. Unconditional Right of Holders to Receive Principal, Premium and
Interest
	 	 	41	 
	Section 509. Restoration of Rights and Remedies
	 	 	41	 
	Section 510. Rights and Remedies Cumulative
	 	 	42	 
	Section 511. Delay or Omission Not Waiver
	 	 	42	 
	Section 512. Control by Holders of Securities
	 	 	42	 
	Section 513. Waiver of Past Defaults
	 	 	43	 
	Section 514. Undertaking for Costs
	 	 	43	 
	Section 515. Waiver of Stay or Extension Laws
	 	 	44	 
	 






iii




 









 





	 	 	 	 	 
	 	 	Page	 
	ARTICLE SIX THE TRUSTEE
	 	 	 	 
	Section 601. Certain Duties and Responsibilities
	 	 	44	 
	Section 602. Notice of Defaults
	 	 	46	 
	Section 603. Certain Rights of Trustee
	 	 	46	 
	Section 604. Not Responsible for Recitals or Issuance of Securities
	 	 	48	 
	Section 605. May Hold Securities
	 	 	48	 
	Section 606. Money Held in Trust
	 	 	48	 
	Section 607. Compensation and Reimbursement
	 	 	48	 
	Section 608. Disqualifications; Conflicting Interests
	 	 	49	 
	(a) Elimination of Conflicting Interest or Resignation
	 	 	49	 
	(b) Notice of Failure to Eliminate Conflicting Interest or Resign
	 	 	49	 
	(c) “Conflicting Interest” Defined
	 	 	49	 
	(d) Definitions of Certain Terms Used in this Section
	 	 	53	 
	(e) Calculation of Percentages of Securities
	 	 	54	 
	Section 609. Corporate Trustee Required; Eligibility
	 	 	56	 
	Section 610. Resignation and Removal; Appointment of Successor
	 	 	56	 
	Section 611. Acceptance of Appointment by Successor
	 	 	58	 
	Section 612. Merger, Conversion, Consolidation or Succession to Business
	 	 	60	 
	Section 613. Preferential Collection of Claims Against Company
	 	 	60	 
	(a) Segregation and Apportionment
of Certain Collections by Trustee; Certain Exceptions
	 	 	60	 
	(b) Certain Creditor Relationships
Excluded From Segregation and Apportionment
	 	 	64	 
	(c) Definitions of Certain Terms Used in this Section
	 	 	64	 
	 
	Section 614. Appointment of Authenticating Agent
	 	 	65	 






iv




 









 





	 	 	 	 	 
	 	 	Page	 
	ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	 	 
	Section 701. Company to Furnish Trustee Names and Addresses of Holders
	 	 	68	 
	Section 702. Preservation of Information; Communications to Holders
	 	 	68	 
	Section 703. Reports by Trustee
	 	 	70	 
	Section 704. Reports by Company
	 	 	72	 
	 
	ARTICLE EIGHT CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE
	 	 	 	 
	Section 801. Consolidations and Mergers of Company and Sales, Leases and
Conveyances Permitted Subject to Certain Conditions
	 	 	73	 
	Section 802. Rights and Duties of Successor Corporation
	 	 	74	 
	Section 803. Officers’ Certificate and Opinion of Counsel
	 	 	74	 
	 
	ARTICLE NINE SUPPLEMENTAL INDENTURES
	 	 	 	 
	Section 901. Supplemental Indentures without Consent of Holders
	 	 	75	 
	Section 902. Supplemental Indentures with Consent of Holders
	 	 	76	 
	Section 903. Execution of Supplemental Indentures
	 	 	78	 
	Section 904. Effect of Supplemental Indentures
	 	 	78	 
	Section 905. Conformity with Trust Indenture Act
	 	 	78	 
	Section 906. Reference in Securities to Supplemental Indentures
	 	 	78	 
	 
	ARTICLE TEN COVENANTS
	 	 	 	 
	Section 1001. Payment of Principal, Premium, if any, and Interest
	 	 	79	 
	Section 1002. Maintenance of Office or Agency
	 	 	79	 
	Section 1003. Money for Securities Payments to be Held in Trust
	 	 	81	 
	Section 1004. Additional Amounts
	 	 	82	 






 v 





 









 





	 	 	 	 	 
	 	 	Page	 
	Section 1005. Statement as to Compliance; Notice of Certain Defaults
	 	 	84	 
	Section 1006. Corporate Existence
	 	 	84	 
	Section 1007. Maintenance of Properties
	 	 	84	 
	Section 1008. Payment of Taxes and Other Claims
	 	 	85	 
	Section 1009. Restrictions on Liens
	 	 	85	 
	Section 1010. Waiver of Certain Covenants
	 	 	89	 
	 
	ARTICLE ELEVEN REDEMPTION OF SECURITIES
	 	 		 
	Section 1101. Applicability of Article
	 	 	89	 
	Section 1102. Election to Redeem; Notice to Trustee
	 	 	89	 
	Section 1103. Selection by Trustee of Securities to be Redeemed
	 	 	90	 
	Section 1104. Notice of Redemption
	 	 	90	 
	Section 1105. Deposit of Redemption Price
	 	 	92	 
	Section 1106. Securities Payable on Redemption Date
	 	 	92	 
	Section 1107. Securities Redeemed in Part
	 	 	93	 
	 
	ARTICLE TWELVE SINKING FUND
	 	 		 
	Section 1201. Applicability of Article
	 	 	93	 
	Section 1202. Satisfaction of Sinking Fund Payments with Securities
	 	 	94	 
	Section 1203. Redemption of Securities for Sinking Fund
	 	 	95	 
	 				
	ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS
	 	 		 
	Section 1301. Applicability of Article
	 	 	95	 
	 
	ARTICLE FOURTEEN MEETINGS OF HOLDERS OF SECURITIES
	 	 		 
	Section 1401. Purposes for Which Meetings May Be Called
	 	 	96	 
	Section 1402. Call, Notice and Place of Meetings
	 	 	96	 
	Section 1403. Persons Entitled to Vote at Meetings
	 	 	97	 
	Section 1404. Quorum; Action
	 	 	97	 
	Section 1405. Determination of Voting Rights, Conduct and Adjournment of Meetings
	 	 	98	 
	Section 1406. Counting Votes and Recording Action of Meetings
	 	 	99	 
	 
	 	 	 	 






 vi





 









 





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE FIFTEEN MISCELLANEOUS PROVISIONS
	 	 		 
	Section 1501. Securities in Foreign Currencies
	 	 	100	 
	 
	 	 	 	 
	TESTIMONIUM
	 	 	101	 
	 
	 	 	 	 
	SIGNATURE AND SEALS
	 	 	101	 
	 
	 	 	 	 
	ACKNOWLEDGEMENTS
	 	 	102	 






 vii





 









 







          INDENTURE, dated as of October 1, 1988, between CENTRAL LOUISIANA ELECTRIC COMPANY, INC.,
a Louisiana corporation (hereinafter called the “Company”), having its principal office at 2030
Donahue Ferry Road, Pineville, Louisiana 71360-5226 and BANKERS TRUST COMPANY, a banking
corporation duly organized and existing under the laws of the State of New York, as Trustee
(hereinafter called the “Trustee”), having its Corporate Trust Office at Four Albany Street, New
York, New York 10006.




RECITALS OF THE COMPANY




          The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of its unsecured debentures, notes or other evidences of
indebtedness (hereinafter called the “Securities”), in the principal amount, to bear such rates of
interest, to mature at such time or times, to be issued in one or more series and to have such
other provisions as shall be fixed as hereinafter 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, the sum of one Dollar duly paid by the Company to
the Trustee, the receipt of which is hereby acknowledged, and the purchase of the Securities by the
Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of
all Holders of the Securities or of series thereof, as follows:




ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




          Section 101. Definitions.




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





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



1









 





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



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



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




     Certain terms, used principally in Article Six, are defined in that Article.



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




          “Additional Amounts” means any additional amounts which are required by a Security or by or
pursuant to a Board Resolution, under circumstances specified therein, to be paid by the Company in
respect of certain taxes imposed on certain Holders and which are owing to such Holders.




          “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 pursuant to Section 614 to
act on behalf of the Trustee to authenticate Securities of one or more series.




          “Authorized Newspaper” means a newspaper, in an official language of the country of
publication or in the English language, customarily published on each Business



2









 





Day, whether or not
published on Saturdays, Sundays or holidays, and of general circulation in the place in connection
with which the term is used or in the financial community of such place. Where successive
publications are required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same city meeting the foregoing requirements and
in each case on any Business Day.




          “Bearer Security” means any Security in the form established pursuant to Section 201 which is
payable to bearer.




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




          “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”, with respect to a particular location specified in the Securities or this
Indenture, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in such location are authorized or obligated by law to close, except as may
otherwise be provided in the form of Securities of any particular series pursuant to the provisions
of this Indenture.







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




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




          “Company Request” and “Company Order” mean, respectively, a written request or order signed in
the name of the Company by the Chairman of the Board, the President, a Vice President or by the
Treasurer of the Company, and by an



3









 






Assistant Treasurer, the Secretary or an Assistant Secretary of
the Company, and delivered to the Trustee.




          “Consolidated Net Tangible Assets” means the total amount of assets appearing on a
consolidated balance sheet of the Company and its Subsidiaries less, without duplication, the
following:





          (a) all reserves for depreciation and other asset valuation reserves but
excluding any reserves for deferred U.S. federal income taxes arising from
accelerated amortization or otherwise;




          (b) all intangible assets such as goodwill, trademarks, trade names, patents
and unamortized debt discount and expense carried as an asset on said balance sheet;
and




          (c) all appropriate adjustments on account of minority interests of other
Persons holding Voting Stock in any Subsidiary.


Consolidated Net Tangible Assets shall be determined in accordance with generally accepted
accounting principles and as of a date not more than 90 days before the occurrence of the event for
which determination is being made.




          “Corporate Trust Office” means any office of the Trustee at which at any particular time its
corporate trust business shall be administered.




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




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




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




          “Dollars or “$” or any similar reference shall mean the currency of the United States, except
as may otherwise be provided in the form of Securities of any particular series pursuant to the
provisions of this Indenture.




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




4








 








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




          “Indenture” means this instrument 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 each Officers’ Certificate delivered to the Trustee pursuant to Section
303.




          “Interest”, when used with respect to an Original Issue Discount Security which by its terms
bears interest only after Maturity, means interest payable after Maturity, and, when used with
respect to a Security which provides for the payment of Additional Amounts pursuant to Section
1004, includes such Additional Amounts.




          “Interest Payment Date” means, the Stated Maturity of an installment of interest on the
applicable Securities.




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




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




          “Opinion of Counsel” means a written opinion of counsel, who may (except as otherwise
expressly provided in this Indenture) be an employee of or counsel for the Company, or other
counsel acceptable to the Trustee.




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




          “Outstanding”, when used with respect to Securities, means, as of the date of determination,
all Securities theretofore



5









 





authenticated and delivered under this Indenture, except:





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




          (ii) Securities 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 and
any coupons thereto appertaining, 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; and




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


provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or are present at a meeting of Holders of Securities
for quorum purposes, the principal amount of an Original Issue Discount Security that may be
counted in making such determination and that shall be deemed to be Outstanding for such purposes
shall be equal to the amount of the principal thereof that could be declared to be due and payable
pursuant to the terms of such Original Issue Discount Security at the time the taking of such
action by the Holders of such requisite principal amount is evidenced to the Trustee as provided in
Section l04(a), and, provided further, that Securities owned beneficially by the
Company or any other obligor upon the 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




6









 






owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to
act with respect to such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or such other obligor.




          “Paying Agent” means any Person authorized by the Company to pay the principal of (and
premium, if any) or interest on any Securities on behalf of the Company or to undertake such other
related duties as the Company may from time to time specify.




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




          “Place of Payment”, when used with respect to the Securities of any series, means the place or
places where the principal of (and premium, if any) and interest on the Securities of that series
are payable as specified as provided pursuant to Section 301.




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






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




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




          “Registered Security” means any Security established pursuant to Section 201 which is
registered in the Security Register.




          “Regular Record Date” for the interest payable on a Registered Security on any Interest
Payment Date means the




7









 




date, if any, specified in such Security as the “Regular Record Date”.




          “Responsible Officer”, when used with respect to the Trustee, means an officer of the Trustee
assigned to the Corporate Trust and Agency Group (or any successor group of the Trustee), including
any vice president (whether or not designated by a number or a word or words added before or after
the title “vice president”), any trust officer, or any other officer of the Trustee customarily
performing functions similar to those performed by the persons who at the time shall be such
officers, and any other officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.




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




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




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




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




          “Subsidiary” means any corporation of which at the time of determination the Company and/or
one or more Subsidiaries owns or controls directly or indirectly more than 50% of the shares of
Voting Stock. “Wholly-owned”, when used with reference to a Subsidiary, means a Subsidiary of
which all of the outstanding capital stock (except for qualifying shares) is owned by the Company
or by one or more wholly-owned Subsidiaries.




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



8








 





respect to
the Securities of any series shall mean the Trustee with respect
to the Securities of that series.





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




          “United States” means the United States of America (including the States and the District of
Columbia), its territories and possessions and other areas subject to its jurisdiction.




          “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-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
nonresident alien fiduciary of a foreign estate or trust.




          “Vice President”, when used with respect to the Company, shall mean any Vice President of the
Company whether or not designated by a number or a word or words added before or after the title
“Vice President”.




          “Voting Stock” means stock of the class or classes having general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers or trustees of such
corporation,
provided that, for the purposes hereof, stock which carries only the right to vote
conditionally on the happening of an event shall not be considered voting stock whether or not such
event shall have happened.




          Section 102. Compliance Certificates and Opinions.




          Upon any application or request by the Company to the Trustee to take any action under any
provision of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate
stating that all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent, if any, have been complied with, except that in the
case of any such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such



9









 





particular application or
request, no additional certificate or opinion need be furnished.




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





     (1) a statement that each individual signing such certificate or opinion has read such
condition or covenant 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 condition or covenant 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 103. Form of Documents Delivered to Trustee.




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




          Any certificate or opinion of an officer of the Company may be based, insofar as it relates
to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to 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 



10









 




Company stating that the information with respect to such factual matters is in the
possession of the Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such matters are
erroneous.




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




          Section 104. Acts of Holders.




          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in person or by agent
duly appointed in writing. If, but only if, Securities of a series are issuable as Bearer
Securities, any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders of Securities of such series may,
alternatively, be embodied in and evidenced by the record of Holders of Securities of such series
voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting
of Holders of Securities of such series duly called and held in accordance with the provisions of
Article Fourteen, or a combination of such instruments and any such record. Except as herein
otherwise expressly provided, such action shall become effective when such instrument or
instruments or record or both are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments and any such record (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the
Holders signing such instrument or instruments and so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or of the holding by
any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 601) conclusive in favor of the Trustee and the Company and any agent of the
Trustee or the
Company, if made in the manner provided in this Section. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 1406.




          (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved in 



11









 






any manner which the Trustee deems sufficient and in accordance with such rules as the
Trustee may determine; and the Trustee may in any instance require further proof with respect to
any of the matters referred to in this Section.




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




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




          (e) If the Company shall solicit from the Holders of any Registered Securities any request,
demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its
option, by Board Resolution, fix in advance a record date for the determination of Holders of
Registered Securities entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so. 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 Registered Securities 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


 

12









 






 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 of Registered Securities on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than six months after the
record date.




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




          Section 105. Notices, etc. to Trustee and Company.




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





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




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



          Section 106. Notice to Holders of Securities; Waiver.




          Except as otherwise expressly provided herein or in the form of Securities of any particular
series pursuant to the provisions of this Indenture, where this Indenture provides for notice to
Holders of Securities of any event,







13









 






     (1) such notice shall be sufficiently given to Holders of Registered Securities if in
writing and, mailed, first-class postage prepaid, to each Holder of a Registered Security
affected by such event, at his address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the giving of
such Notice; and




     (2) such notice shall be sufficiently given to Holders of Bearer Securities, if any, if
published in an Authorized Newspaper in The City of New York and, if the Securities of such
series are then listed on any securities exchange outside the United States, in an
Authorized Newspaper in such city as the Company shall advise the Trustee that such
securities exchange so requires, on a Business Day at least twice, the first such
publication to be not earlier than the earliest date and not later than the latest date
prescribed for the giving of such notice.



          In any case where notice to Holders of Registered Securities is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder 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 to Holders of Bearer Securities given as
provided herein. In case by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice by mail, then such



notification as shall
be made with the approval of the Trustee shall constitute a sufficient notification for every
purpose hereunder.




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




          Where this Indenture provides for notice in any manner, such notice may be waived in writing
by the Person




14









 





 entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Holders of Securities shall be filed
with the Trustee, but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.




          Section 107. Language of Notices, etc.




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




          Section 108. Conflict with Trust Indenture Act.




          If any provision hereof limits, qualifies or conflicts with another provision hereof which is
required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such
required provisions shall control.




          Section 109. Effect of Headings and Table of Contents.




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




          Section 110. 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 111. Separability Clause.




          In any case any provision in this Indenture or in the Securities or coupons 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 112. Benefits of Indenture.




          Nothing in this Indenture or in the Securities or coupons, express or implied, shall give to
any Person, other 


15









 





 than the parties hereto, any Security Registrar, any Paying Agent and their
successors hereunder and the Holders of Securities or coupons, any benefit or any legal or
equitable right, remedy or claim under this Indenture.




          Section 113. Governing Law.




          This Indenture and the Securities and coupons shall be governed by and construed in accordance
with the laws of the State of New York applicable to agreements made and to be performed in such
State.




          Section 114. Legal Holidays.




          In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or the Securities or coupons other than a provision in the Securities
which specifically states that such provision shall apply in lieu of this Section) payment of
interest or any Additional Amounts or principal (and premium, if any) shall not be made at such
Place of Payment on such date, but shall be made on the next succeeding Business Day at such Place
of Payment with the same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity, and no interest shall accrue on the amount so payable for the
period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case
may be.




ARTICLE TWO




SECURITY FORMS




          Section 201. Forms Generally.




          The Registered Securities, if any, of each series and the Bearer Securities, if any, of each
series, related coupons, if any, and temporary global Securities, if any, shall be in the form
established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto,
shall have appropriate insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture or any indenture supplemental hereto and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing 


16









 





such Securities, as evidenced by
their execution of such Securities.




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




          Unless otherwise provided as contemplated by Section 301 with respect to any series of
Securities, the Securities of each series shall be issuable in registered form without
coupons. If
so provided as contemplated by Section 301, the Securities of a series also shall be issuable in
bearer form, with or without interest coupons attached.




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




          Section 202. Form of Trustee’s Certificate of Authentication.




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




	 	 	 	 	 	 	 
	 	 	BANKERS TRUST COMPANY,	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	as
Trustee                  	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

Authorized Officer
	 	 






ARTICLE THREE




THE SECURITIES




          Section 301. Amount Unlimited; Issuable in Series.




          The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.






17









 




          The Securities may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or more
indentures supplemental hereto:





     (1) the title of the Securities and the series in which such Securities shall be
included;




     (2) any limit upon the aggregate principal amount of the Securities of such title or
the Securities of such 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 Section 304, 305,
306, 906 or 1107;)




     (3) whether Securities of the series are to be issuable as Registered Securities,
Bearer Securities (with or without coupons) or both, any restrictions applicable to the
offer, sale or delivery of Bearer Securities and the terms, if any, upon which Bearer
Securities of the series may be exchanged for Registered Securities of the series and vice
versa;



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




     (5) if Securities of the series are to be issuable as Bearer Securities, whether
interest in respect of any portion of a temporary Bearer Security in global form
(representing all of the Outstanding Bearer Securities of the series) payable in respect of
an Interest Payment Date prior to the exchange of such temporary Bearer Security for
definitive Securities of the series shall be paid to any clearing organization with respect
to the portion of such temporary Bearer Security held for its account and, in such event,
the terms and conditions (including any certification requirements) upon which any such
interest payment received by a clearing organization will be credited to the Persons
entitled to interest payable on such Interest Payment Date;




     (6) the date or dates on which the principal of such Securities shall be payable;





18









 




     (7) the rate or rates at which such Securities shall bear interest, if any, or any
method by which such rate or rates shall be determined, the date or dates from which such
interest shall accrue, the Interest Payment Dates on which such interest shall be payable
and the Regular Record Date for the interest payable on Registered Securities on any
Interest Payment Date, whether and under what circumstances Additional Amounts on such
securities shall be payable in respect of specified taxes, assessments or other governmental
charges withheld or deducted and, if so, whether the Company has the option to redeem the
affected Securities rather than pay such Additional Amounts, and the basis upon which
interest shall be calculated if other than that of a 360-day year of twelve 30-day months;




     (8) the place or places, if any, in addition to or other than the Borough of Manhattan,
The City of New York, where the principal of (and premium, if any) and interest on, or
Additional Amounts, if any, payable in respect of, such Securities shall be payable;




     (9) the period or periods within which, the price or prices at which and the terms and
conditions upon which such Securities may be redeemed, in whole or in part, at the option of
the Company;




     (10) the obligation, if any, of the Company to redeem or purchase such Securities
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 and the terms and
conditions upon which such Securities shall be redeemed or purchased, in whole or in part,
pursuant to such obligation, and any provisions for the remarketing of such Securities;




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



and the
denominations in which Bearer Securities of the series, if any, shall be issuable if other
than the denomination of $5,000;




     (12) if other than the principal amount thereof, the portion of the principal amount of
such Securities which shall be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 502;






19









 




     (13) if other than such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public or private debts, the coin or currency,
including composite currencies, in which payment of the principal of (and premium, if any)
and interest, if any, on, and Additional Amounts in respect of, such Securities shall be
payable;




     (14) if the principal of (and premium, if any) or interest, if any, on, and Additional
Amounts in respect of, such Securities are to be payable, at the election of the Company or
a Holder thereof, in a coin or currency, including composite currencies, other than that in
which the Securities are stated to be payable, the period or periods within which, and the
terms and conditions upon which, such election may be made;




     (15) if the amount of payments of principal of (and premium, if any) or interest, if
any, on, and Additional Amounts in respect of, such Securities may be determined with
reference to an index, formula or other method or based on a coin or currency other than
that in which the Securities are stated to be payable, the manner in which such amounts
shall be determined;




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




     (17) any other terms of such Securities (which terms shall not be inconsistent with the
provisions of this Indenture).



          All Securities of anyone series and the coupons appertaining to Bearer Securities of such
series, if any, shall be substantially identical except as to denomination and the rate or
rates of interest, if any, and Stated Maturity, the date from which interest, if any, shall
accrue 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 indenture supplemental hereto. All Securities
of any one series need not be issued at the same time, and unless otherwise provided, a series may
be reopened for issuances of additional Securities of such series.







20









 





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






          Section 302. Denominations.




          Unless other denominations and amounts may from time to time be fixed by or pursuant to a
Board Resolution, the Registered Securities of each series, if any, shall be issuable in registered
form without coupons in denominations of $1,000 and any integral multiple thereof and the Bearer
Securities of each series, if any, shall be issuable in the denomination of $5,000, or in such
other denominations and amounts as may from time to time be fixed by or pursuant to a Board
Resolution.




          Section 303. Execution, Authentication, Delivery and Dating.




          The Securities shall be executed on behalf of the Company by its Chairman of the Board,
President, Vice President serving as Chief Financial Officer or its Treasurer under its corporate
seal reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Securities may be manual or facsimile. Coupons shall
bear the facsimile signature of the Treasurer or any Assistant Treasurer of the Company.




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




          At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series, together with any coupons appertaining thereto,
executed by the Company to the Trustee for authentication, together with (i) the Board Resolution
and Officers’ Certificate or supplemental indenture with respect to such Securities referred to in
Sections 201 and 301, (ii) an Officers’ Certificate stating that (A) no Event of Default with
respect to the Securities of any series has 



21









 





occurred and is continuing and (B) the issuance of such
Securities will not result in an Event of Default or any event or condition which, upon the giving
of notice (or the acquisition of knowledge) or the lapse of time, or both, would become an Event of
Default, and (iii) a Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order and subject
to the provisions hereof shall authenticate and deliver such Securities. In authenticating
such Securities, and accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating:





     (1) the form and terms of such Securities and coupons, if any, have been established in
conformity with the provisions of this Indenture;




     (2) that all conditions precedent to the authentication and delivery of such
Securities, together with the coupons, if any, appertaining thereto, have been complied with
and that such Securities and coupons, 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




     (3) that all laws and requirements in respect of the execution and delivery by the
Company of such Securities and coupons, if any, have been complied with.



          In rendering such opinion, such counsel may exclude from the scope of such opinion the
application of any state securities or “blue sky” laws, and may limit such opinion to matters of
the laws of the State of Louisiana, the federal laws of the United States of America and the
general contract laws of the State of New York.




          The Trustee shall not be required to authenticate such Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities
under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable
to the Trustee or if the Trustee, being advised by counsel, determines that such action may not
lawfully be taken.






22









 




          Each Registered security shall be dated the date of its authentication. Each Bearer Security
and any temporary Bearer Security in global form shall be dated as of the date specified as
contemplated by Section 301.




          No security or coupon 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 in Section 202 or 614 executed
by or on behalf of the Trustee by the manual signature of one of its authorized signers, 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 306
or 307, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant
coupons for interest then matured have been detached and cancelled.




          Section 304. Temporary Securities.




          Pending the preparation of definitive Securities of any series, the Company may execute and
deliver to the Trustee, and upon Company Order the Trustee shall authenticate and deliver, in the
manner provided in Section 303, temporary Securities of such series which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they are issued, in
registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and
with such appropriate insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of such Securities in the
case of Bearer Securities of any series, such temporary Securities may be in global form,
representing all of the Outstanding Bearer Securities of such series.




          Except in the case of temporary Securities in global form, which shall be exchanged in
accordance with the provisions thereof, if temporary securities of any series are issued, the
Company will cause definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities, the temporary Securities of such series shall be
exchangeable for definitive securities of such series containing
identical terms and provisions
upon surrender of the temporary Securities of such series at an office or agency of the Company
maintained for such purpose pursuant to Section 1002, without charge to 


23









 





the Holder. Upon surrender
for cancellation of anyone 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 authorized
denominations of the same series containing identical terms and provisions; provided,
however, that no definitive Bearer Security, except as provided pursuant to Section 301,
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 therein. Unless otherwise
specified as contemplated by Section 301 with respect to a temporary global Security, until so
exchanged the temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series.




          Section 305. Registration, Transfer and Exchange.




          With respect to the Registered Securities of each series, if any, the Company shall cause to
be kept at an office or agency of the Company maintained pursuant to Section 1002, 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 the Registered
Securities of each series and of transfers of the Registered Securities of each series. Such
office or agency shall be the “Security Registrar” for the Registered Securities, if any, of each
series of Securities. The Trustee is hereby initially appointed as Security Registrar. In the
event that the Trustee shall not be the Security Registrar, it shall have the right to examine the
Security Register at all reasonable times.




          Upon surrender for registration of transfer of any Registered Security of any series at any
office or agency of the Company maintained for that series pursuant to Section 1002, 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 the same
series, of any authorized denominations, of a like aggregate principal amount bearing a number not
contemporaneously outstanding and containing identical terms and provisions.




          At the option of the Holder, Registered Securities of any series may be exchanged for other
Registered Securities of the same series containing identical terms and provisions, 



24










 




in any
authorized denominations, and of a like aggregate principal amount, upon surrender of the
securities to be exchanged at any such office or agency. Whenever any Registered Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Registered Securities which the holder making the exchange is entitled to receive.




          At the option of the Holder, Bearer Securities of any series may be exchanged for Registered
Securities of the same series containing identical terms and provisions, of any authorized
denominations 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 thereto appertaining. If the Holder of a Bearer Security is unable to produce any such
unmatured coupon or coupons or matured coupon or coupons in default, 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 is
furnished to them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying
Agent any such missing coupon in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment; provided, however, that,
except as otherwise provided in Section 1002, interest represented by coupons shall be payable only
upon presentation and surrender of those coupons at an office or agency located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at
any such office or agency in exchange for a Registered Security of the same series and like tenor
after the close of business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment Date or (ii) any
Special Record Date and before the opening of business at such office or agency on the related date
for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date or proposed date of payment, as the case may be (or, if such
coupon is so surrendered with such Bearer Security, such coupon shall be returned to the person so
surrendering the Bearer Security), 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 

25









 




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.




          If expressly provided with respect to the Securities of any series, at the option of the
Holder, Registered Securities of such series may be exchanged for Bearer Securities upon such terms
and conditions as may be provided with respect to such series.




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




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




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




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





           The Company shall not be required (i) to issue, register the transfer of or exchange any
Securities of any series during a period beginning at the opening of business 15 days before the
day of the mailing of a notice of redemption of Securities of that series selected for redemption
under Section 1103 and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Registered Security so selected for redemption in whole or
in part, except, in the case of any Security to be redeemed in part, the portion thereof not to be
redeemed, 


26









 





or (iii) to exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of that series, provided that
such Registered Security shall be immediately surrendered for redemption with written instruction
for payment consistent with the provisions of this Indenture.



           Section 306. Mutilated, Destroyed, Lost and Stolen Securities.



           If any mutilated Security or a Security with a mutilated coupon appertaining to it is
surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same series containing identical terms and of
like principal amount and bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to the surrendered Security.



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



           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, pay such Security or coupon; provided, however, that payment of principal
of (and premium, if any) and any interest on Bearer Securities shall, except as otherwise provided
in Section 1002, be payable only at an office or agency located outside the United States and,
unless otherwise specified as contemplated by Section 301, any interest on Bearer Securities shall
be 


27









 





payable only upon presentation and surrender of the Coupons appertaining thereto.



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






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




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




          Section 307. Payment of Interest; Interest Rights Preserved.




          Interest on any Registered Security which is payable, and is punctually paid or duly provided
for, on any Interest Payment Date shall, if so provided in such Security, be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest. In case a Bearer Security of any series is
surrendered in exchange for a Registered security of such series after the close of business (at an
office or agency in a Place of Payment for such series) on any Regular Record Date and before the
opening of business (at such office or agency) on the next succeeding Interest Payment Date, such
Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date and
interest will not be payable on such Interest Payment Date 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.







28










 




          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 for such Registered Security (herein called
“Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular
Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in Clause (1) or (2) below:





     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Registered Securities affected (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 such
Registered Security and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to
be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the
Trustee for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date
for the payment of such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 15 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
such Registered Securities at his 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 a newspaper, customarily published in the English language on each Business Day and of
general circulation in the Borough of Manhattan, The City of New York, but such publication
shall not be a condition precedent to the establishment of such Special Record Date. Notice
of the proposed payment of 


29









 





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 such Registered Securities (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 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 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.



          At the option of the Company, interest (except interest payable at Maturity) on Registered
Securities of any series that bear interest may be paid by mailing a check to the address of the
person entitled thereto as such address shall appear in the Security Register.




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




          Section 308. Persons Deemed Owners.




          Prior to due presentment of a Registered Security for registration of transfer, the Company,
the Trustee and 


30









 






any agent of the Company or the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Registered Security for the purpose of
receiving payment of principal of (and premium, if any), and (subject to Sections 305 and 307)
interest on and Additional Amounts with respect to, 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.




          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.




          Section 309. Cancellation.




          All Securities and coupons surrendered for payment, redemption, registration of transfer or
exchange or for credit against any sinking fund payment shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee, and any such Securities and coupons and Securities
and coupons surrendered directly to the Trustee for any such purpose shall be promptly cancelled by
it. The Company may at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever,
and all securities so delivered shall be promptly cancelled by the Trustee. No securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled securities and coupons held by the
Trustee shall be destroyed by it unless by a Company Order received prior to such destruction the
Company directs their return to it.




          Section 310. Computation of Interest.




          Except as otherwise specified as contemplated by Section 301 for Securities of any series,
interest on the securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.





31









 





ARTICLE FOUR




SATISFACTION AND DISCHARGE




          Section 401. Satisfaction and Discharge of Indenture.




          Upon the direction of the Company by a Company Order this Indenture shall cease to be of
further effect (except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for and any right to receive Additional Amounts, as provided
in Section 1004), and the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture, when




          (1) either





     (A) all Securities theretofore authenticated and delivered and all coupons
appertaining thereto (other than (i) coupons appertaining to Bearer
Securities surrendered for exchange for Registered Securities and maturing after such exchange,
whose surrender is not required or has been waived as provided in Section 305, (ii)
Securities and coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306, (iii) coupons
appertaining to Securities called for redemption and maturing after the relevant
Redemption Date, whose surrender has been waived as provided in Section 1107, 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 charged from such trust, as provided in Section 1003) have been delivered
to the Trustee for cancellation; or




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




     (i) have become due and payable, or




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





32









 






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




and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to
be deposited with the Trustee as trust funds in trust for the purpose an amount
sufficient to pay and discharge the entire indebtedness on such Securities and
coupons not theretofore delivered to the Trustee for cancellation, for principal
(and premium, if any) and interest, and any Additional Amounts with respect thereto,
to the date of such deposit (in the case of Securities which have become due and
payable) or to the Stated Maturity or Redemption Date, as the case may be;




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




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



          In the event there are Securities of two or more series hereunder, the Trustee shall be
required to execute an instrument acknowledging satisfaction and discharge of this Indenture only
if requested to do so with respect to Securities of all series as to which it is Trustee and if the
other conditions thereto are met. In the event there are two or more Trustees hereunder, then the
effectiveness of any such instrument shall be conditioned upon receipt of such instruments from all
Trustees hereunder.





          Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 607 and, if money shall have been deposited with
the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the
Trustee under Section 402 and the last paragraph of Section 1003 shall survive.





33









 





          Section 402. Application of Trust Money.




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




ARTICLE FIVE




REMEDIES




          Section 501. 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 pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body):





     (1)
default in the payment of the principal of (and premium, if any, on) any Security
of that series when it becomes due and payable at Maturity and continuance of such default
for a period of 3 Business Days; or




     (2) default in the payment of any interest upon or any Additional Amounts payable in
respect of any Security of that series when such interest or Additional Amounts become due
and payable, and continuance of such default for a period of 30 days; or




     (3) default in the deposit of any sinking fund payment, when and as due by the terms of
a Security of that series and continuance of such default for a period of 3 Business Days;
or




     (4) default in the performance, or breach, of any covenant or warranty of the Company
in this Indenture (other than a covenant or warranty a default in whose 


34









 





performance or whose
breach is elsewhere in this Section specifically dealt with or which has been expressly
included in this Indenture solely for the benefit of a series of Securities other than that
series), and continuance of such default or breach for a period of 60 days after there has
been given, by registered or certified mail, to the Company by
the Trustee or to the Company and the Trustee by the Holders of at least 10% in
principal amount of the Outstanding Securities of that series a written notice specifying
such
default or breach and requiring it to be remedied and stating that such notice is a
“Notice of Default” hereunder; or




     (5) default under any bond, debenture, note or other evidence of indebtedness for money
borrowed by the Company (including a default with respect to Securities of any series other
than that series) or under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any indebtedness for money borrowed by
the Company (including this Indenture), whether such indebtedness now exists or shall
hereafter be created, which default shall constitute a failure to pay in excess of
$5,000,000 of the principal or interest of such indebtedness when due and payable after the
expiration of any applicable grace period with respect thereto or shall have resulted in
such indebtedness in an amount in excess of $5,000,000 becoming or being declared due and
payable prior to the date on which it would otherwise have become due and payable, without
such indebtedness having been discharged, or such acceleration having been rescinded or
annulled within a period of 90 days after there shall have been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee by the
Holders of not less than 25% in principal amount of the Outstanding Securities of that
series a written notice specifying such default and requiring the Company to cause such
indebtedness to be discharged or to cause such acceleration to be rescinded or annulled;




     (6) a court having jurisdiction in the premises shall enter a decree or order for
relief in respect of the Company in an involuntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company
or for any substantial part of its property, or ordering the winding-up or liquidation 

35









 






of
its affairs, and such decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or




     (7) the Company shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or shall consent to the entry of
an order for relief in an involuntary case under any such law, or shall consent to the
appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or similar official) of the Company or for any substantial part of its
property, or shall make any general assignment for the benefit of creditors, or shall fail
generally to pay its debts as they become due or shall take any corporate action in
furtherance of any of the foregoing; or




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




     Section 502. Acceleration of Maturity; Rescission and Annulment.



          If an Event of Default with respect to Securities of any series at the time Outstanding occurs
and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities of that series may declare the principal of all the
Securities of that series, or such lesser amount as may be provided
for in the Securities of that
series, to be due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by the Holders), and upon any such declaration such principal or such lesser
amount 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 of a majority in principal amount of
the Outstanding Securities of that 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





36









 





                    (A) all overdue installments of interest on and any Additional Amounts payable
in respect of all Securities of that series,




                    (B) the principal of (and premium, if any, on) any Securities of that series
which have become due otherwise than by such declaration of acceleration and
interest thereon at the rate or rates borne by or provided for in such Securities,




                    (C) to the extent that payment of such interest is lawful, interest upon
overdue installments of interest and Additional Amounts at the rate or rates borne
by or provided for in such Securities, and




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




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



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



               Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee.



               The Company covenants that if




               (1) default is made in the payment of any installment of interest on or any Additional
Amounts payable in respect of any Security when such interest or Additional Amounts shall
have become due and payable and such default continues for a period of 30 days,




               (2) default is made in the payment of the principal of (or premium, if any, on) any
Security at its Maturity and such default has continued for a period of 3 Business Days, or



               (3) default is made in the deposit of any sinking fund payment, when and as due by the
terms of a 


37









 





Security of that series, and such default has continued for a period of 3
Business Days,


the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities and coupons, the whole amount then due and payable on such Securities and coupons for
principal (and premium, if any) and interest and Additional Amounts, 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 or any Additional Amounts, at the rate
or rates borne by or provided for in such Securities, and, in addition thereto, such further amount
as shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel.




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



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



               Section 504. Trustee May File Proofs of Claim.



               In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the
Company or any other obligor upon the Securities or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable 


38









 




as therein expressed or by declaration or otherwise and irrespective
of whether the Trustee shall have made any demand on the Company for payment of overdue principal
and interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,




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




               (2) 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 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 Holders of Securities and coupons, 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 607.




               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 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.



               Section 505. Trustee May Enforce Claims Without Possession of Securities or Coupons.



               All rights of action and claims under this Indenture or any of the Securities or coupons may
be prosecuted and enforced by the Trustee without the possession of any of the Securities or
coupons or the production thereof in any 


39









 





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 or judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable
benefit of the Holders of the Securities and coupons in respect of which such judgment has been
recovered.



               Section 506. Application of Money Collected.



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




                    FIRST: To the payment of all amounts due the Trustee under Section 607:




                       SECOND: To the payment of the amounts then due and unpaid upon the Securities
and coupons for principal (and premium, if any) and interest and any Additional
Amounts payable 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
aggregate amounts due and payable on such Securities and coupons for principal (and
premium, if any), interest and Additional Amounts, respectively;




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



               Section 507. Limitation on Suits.



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




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





40









 






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




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




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




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


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




               Section 508. Unconditional Right of Holders 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 Sections 305 and 307) interest on and any Additional Amounts
in respect of such Security or payment of such coupon on the respective Stated Maturity or
Maturities expressed in such Security or coupon (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such right shall not be
impaired without the consent of such Holder.



               Section 509. Restoration of Rights and Remedies.



               If the Trustee or any Holder of a Security or coupon has instituted any proceeding to enforce
any right or 


41









 






remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or to such
Holder, then and in every such case the Company, the Trustee and the Holders of securities and
coupons 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 shall continue as though no such proceeding had been instituted.




               Section 510. Rights and Remedies Cumulative.



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



               Section 511. Delay or Omission Not Waiver.



               No delay or omission of the Trustee or of any Holder of any 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 of Securities or coupons
may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by
the Holders of Securities or coupons, as the case may be.



               Section 512. Control by Holders of Securities.



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





42









 





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




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




               (3) such direction is not unduly prejudicial to the rights of other Holders of
Securities of such series.



               Section 513. Waiver of Past Defaults.



               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 any related
coupons waive any past default hereunder with respect to such series and its consequences, except a
default




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




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



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



               Section 514. Undertaking for Costs.



               All parties to this Indenture agree, and each Holder of any Security or coupon by his
acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit, other than the Trustee, 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, including the Trustee, having due regard to the
merits and good faith of 


43









 





the claims or defenses made by such party litigant; but the provisions of
this Section shall not apply to any suit instituted by the Company, the Trustee or by any Holder,
or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding
Securities of any series, or to any suit instituted by any Holder of any Security or coupon for the
enforcement of the payment of the principal of (and premium, if any) or interest on or any
Additional Amounts in respect of any Security or the payment of any coupon on or after the
respective Stated Maturities expressed in such Security (or, in the case of redemption, on or after
the Redemption Date) or interest on any overdue principal of any Security.



               Section 515. Waiver of Stay or Extension Laws.



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



ARTICLE SIX




THE TRUSTEE




               Section 601. Certain Duties and Responsibilities.




               (a) Except during the continuance of an Event of Default,






               (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; 

44









 





but in the case of any such certificates or opinions which by any provisions
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 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;




               (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 a majority in
principal amount of the Outstanding Securities of any series, relating to 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 the Securities of such series; and




               (4) no provision 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 it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.



               (d) Whether or not therein expressly so provided, every provision of this Indenture relating
to the conduct or 


45









 






affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.



               Section 602. Notice of Defaults.



               Within 90 days after the occurrence of any default hereunder with respect to the Securities of
any series, the Trustee shall transmit by mail to all Holders of Securities of such series entitled
to receive reports pursuant to Section 703(c), notice of such default hereunder known to the
Trustee, unless such default shall have been cured or waived; provided, however,
that, except in the case of a default in the payment of the principal of (and premium, if any) or
interest on, or any Additional Amounts with respect to, any Security of such series or in the
payment of any sinking fund installment with respect to Securities of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in
good faith determine that the withholding of such notice is in the interests of the Holders of
Securities and coupons of such series; and provided, further, that in the case of
any default of the character specified in Section 501(4) with respect to Securities of such series,
no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For
the purpose of this Section, the term “default” means any event which is, or after notice or lapse
of time or both would become, an Event of Default with respect to Securities of such series.



               Section 603. Certain Rights of Trustee.



               Except as otherwise provided in Section 601:




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




               (2) any request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order (other than delivery of any Security to the
Trustee for authentication and delivery pursuant to Section 303 which
shall be sufficiently evidenced as provided therein) and any resolution 

46









 




of the Board of
Directors may be sufficiently evidenced by a Board Resolution;




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




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




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




           (6) the Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture or other paper or document; and




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




           (8) The Trustee shall not be charged with knowledge of any Event of Default with
respect to the Securities of any series for which it is acting as Trustee unless either (1)
a Responsible Officer of the Trustee assigned to the Corporate Trust and Agency Group (or
any successor group, division or department of the Trustee) shall have actual knowledge of
the Event of Default or (2) written notice of such Event of 

47









 





Default shall have been given to
the Trustee by the Company, any other obligor on such Securities or by any Holder of such
Securities.



               Section 604. Not Responsible for Recitals or Issuance of Securities.



               The recitals contained herein and in the Securities, except the Trustee’s certificate of
authentication, and in any coupons shall be taken as the statements of the Company, and neither the
Trustee nor any Authenticating Agent assumes responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or of the Securities
or coupons. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.



               Section 605. May Hold Securities.



               The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the owner or pledgee of
Securities and coupons and, subject to Sections 608 and 613, 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 606. Money Held in Trust.



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



               Section 607. Compensation and Reimbursement.



               The Company agrees




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




           (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all 


48









 






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, disbursements or advances as may be attributable to its negligence or bad faith;
and




           (3) to indemnify the Trustee and its agents for, and to hold them harmless against, any
loss, liability or expense incurred without negligence or bad faith on their 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 themselves against any claim or
liability in connection with the exercise or performance of any of their powers or duties
hereunder.



               As security for the performance of the obligations of the Company hereunder the Trustee shall
have a lien prior to the Securities of any series upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the payment of principal of (or premium, if
any) or interest on the Securities.



               Section 608. Disqualifications; Conflicting Interests.



               (a) If the Trustee has or shall acquire any conflicting interest, as defined in this Section,
with respect to the Securities of any series, it shall, within 90 days after ascertaining that it
has such conflicting interest, either eliminate such conflicting interest or resign with respect to
the Securities of that series in the manner and with the effect hereinafter specified in this
Article.



               (b) In the event that the Trustee shall fail to comply with the provisions of Subsection (a)
of this Section with respect to the Securities of any series, the Trustee shall, within 10 days
after the expiration of such 90-day period, transmit, in the manner and to the extent provided in
Section 703(c) to all Holders of Securities of that series notice of such failure.



               (c) For the purposes of this Section, the Trustee shall be deemed to have a conflicting
interest with respect to the Securities of any series, if



49













 






           (1) the Trustee is trustee under this Indenture with respect to the Outstanding
Securities of any series other than that series or is trustee under another indenture under
which any other securities, or certificates of interest or participation in any other
securities, of the Company are outstanding, unless such other indenture is a collateral
trustee indenture under which the only collateral consists of Securities issued under this
Indenture, provided that there shall be excluded from the operation of this
paragraph (A) this Indenture with respect to the Securities of any series other than that
series, and (B) any indenture or indentures under which other securities, or certificates of
interest or participation in other securities, of the Company are outstanding, if




               (i) this Indenture and such other indenture or indentures are wholly unsecured
and such other indenture or indentures are hereafter qualified under the Trust
Indenture Act, unless the Commission shall have found and declared by order pursuant
to Section 305(b) or Section 307(c) of the Trust Indenture Act that differences
exist between the provisions of this Indenture with respect to Securities of that
series and one or more other series or the provisions of such other indenture or
indentures which are so likely to involve a material conflict of interest as to make
it necessary in the public interest or for the protection of investors to disqualify
the Trustee from acting as such under this Indenture with respect to the Securities
of that series and such other series or under such other indenture or indentures, or




               (ii) the Company shall have sustained the burden of proving, on application to
the Commission and after opportunity for hearing thereon, that trusteeship under
this Indenture with respect to the Securities of that series and such other series
or such other indenture or indentures is not so likely to involve a material
conflict of interest as to make it necessary in the public interest or for the
protection of investors to disqualify the Trustee from acting as such under this
Indenture with respect to the Securities of that series and such other series
under such other indenture or indentures;




 50








 




          (2) the Trustee or any of its directors or executive officers is an obligor upon the
Securities or an underwriter for the Company;



          (3) the Trustee directly or indirectly controls or is directly or indirectly controlled
by or is under direct or indirect common control with the Company or an underwriter for the
Company;



          (4) the Trustee or any of its directors or executive officers is a director, officer,
partner, employee, appointee or representative of the Company, or of an underwriter (other
than the Trustee itself) for the Company who is currently engaged in the business of
underwriting, except that (i) one individual may be a director or an executive officer, or
both, of the Trustee and a director or an executive officer, or both, of the Company but may
not be at the same time an executive officer of both the Trustee and the Company; (ii) if
and so long as the number of directors of the Trustee in office is more than nine, one
additional individual may be a director or an executive officer, or both, of the Trustee and
a director of the Company; and (iii) the Trustee may be, designated by the Company or by any
underwriter for the Company to act in the capacity of transfer agent, registrar, custodian,
paying agent, fiscal agent, escrow agent or depositary, or in any other similar capacity,
or, subject to the provisions of paragraph (1) of this Subsection, to act as trustee,
whether under an indenture or otherwise;



          (5) 10% or more of the voting securities of the Trustee is beneficially owned either by
the Company or by any director, partner or executive officer thereof, or 20% or more of such
voting securities is beneficially owned, collectively, by any two or more of such persons;
or 10% or more of the voting securities of the Trustee is beneficially owned
either by an
underwriter for the Company or by any director, partner or executive officer thereof, or is
beneficially owned, collectively, by any two or more such persons;




          (6) the Trustee is the beneficial owner of, or holds as collateral security for an
obligation which is in default (as hereinafter in this Subsection defined), (i) 5% or more
of the voting securities, or 10% or more of any other class of security, of the Company not
including the Securities issued under this Indenture and securities issued under any other
indenture under which 



51









 






the Trustee is also trustee, or (ii) 10% or more of any class of
security of an underwriter for the Company;



          (7) the Trustee is the beneficial owner of, or holds as collateral security for an
obligation which is in default (as hereinafter in this Subsection defined), 5% or more of
the voting securities of any person who, to the knowledge of the Trustee, owns 10% or more
of the voting securities of, or controls directly or indirectly or is under director
indirect common control with, the Company;



          (8) the Trustee is the beneficial owner of, or holds as collateral security for an
obligation which is in default (as hereinafter in this Subsection defined), 10% or more of
any class of security of any person who, to the knowledge of the Trustee, owns 50% or
more of the voting securities of the Company; or



          (9) the Trustee owns, on May 15 in any calendar year, in the capacity of executor,
administrator, testamentary or inter vivos trustee, guardian, committee or conservator, or
in any other similar capacity, an aggregate of 25% or more of the voting securities, or of
any class of security, of any person, the beneficial ownership of a specified percentage of
which would have constituted a conflicting interest under paragraph (6), (7) or (8) of this
Subsection. As to any such securities of which the Trustee acquired ownership through
becoming executor, administrator or testamentary trustee of an estate which included them,
the provisions of the preceding sentence shall not apply, for a period of two years from the
date of such acquisition, to the extent that such securities included in such estate do not
exceed 25% of such voting securities or 25% of any such class of security. Promptly after
May 15 in each calendar year, the Trustee shall make a check of its holdings of such
securities in any of the above-mentioned capacities as of such May 15. If the Company fails
to make payment in full of the principal of (or premium, if any) or interest on any of the
Securities when and as the same becomes due and payable, and such failure continues for 30
days thereafter, the Trustee shall make a prompt check of its holding of such securities in
any of the above-mentioned capacities as of the date of the expiration of such 30-day
period, and after such date, notwithstanding the foregoing provisions of this paragraph, all
such securities so held by the Trustee, with sole or joint control over such securities
vested 


52









 






in it, shall, but only so long as such failure shall continue, be considered as
though beneficially owned by the Trustee for the purpose of paragraphs (6), (7) and (8) of
this Subsection.



               The specification of percentages in paragraphs (5) to (9), inclusive, of this Subsection shall
not be construed as indicating that the ownership of such percentages of the securities of a person
is or is not necessary or sufficient to constitute direct or indirect control for the purposes of
paragraph (3) or (7) of this Subsection.



               For the purposes of paragraphs (6), (7), (8) and (9) of this Subsection only, (i) the terms
“security” and “securities” shall include only such securities as are generally known as corporate
securities, but shall not include any note or other evidence of indebtedness issued to evidence an
obligation to repay moneys lent to a person by one or more banks, trust companies or banking firms,
or any certificate of interest or participation in any such note or evidence of indebtedness; (ii)
an obligation shall be deemed to be “in default” when a default in payment of principal shall have
continued for 30 days or more and shall not have been cured; and (iii) the Trustee shall not be
deemed to be the owner or holder of (A) any security which it holds as collateral security, as
trustee or otherwise, for an obligation which is not in default as defined in clause (ii) above, or
(B) any security which it holds as collateral security under this Indenture, irrespective of any
default hereunder, or (C) any security which it holds as agent for collection, or as custodian,
escrow agent or depositary, or in any similar representative capacity.



               (d) For the purpose of this Section:




           (1) The term “underwriter”, when used with reference to the Company, means every person
who, within three years prior to the time as of which the determination is
made, has purchased from the Company with a view to, or has offered or sold for the
Company in connection with, the distribution of any security of the Company outstanding at
such time, or has participated or has had a direct or indirect participation in any such
undertaking, or has participated or has had a participation in the direct or indirect
underwriting of any such undertaking, but such term shall not include a person whose
interest was limited to a commission from an underwriter or dealer not in excess of the
usual and customary distributors’ or sellers’ commission.






53









 





           (2) The term “director” means any director of a corporation, or any individual
performing similar functions with respect to any organization, whether incorporated or
unincorporated.




           (3) The term “person” means an individual, a corporation, a partnership, an
association, a joint-stock company, a trust, an unincorporated organization or a government
or political subdivision thereof. As used in this paragraph, the term “trust” shall include
only a trust where the interest or interests of the beneficiary or beneficiaries are
evidenced by a security.




           (4) The term “voting security” means any security presently entitling the owner or
holder thereof to vote in the direction or management of the affairs of a person, or any
security issued under or pursuant to any trust, agreement or arrangement whereby a trustee
or trustees or agent or agents for the owner or holder of such security are presently
entitled to vote in the direction or management of the affairs of a person.




           (5) The term “Company” means any obligor upon the Securities.




           (6) The term “executive officer” means the president, every vice president, every trust
officer, the cashier, the secretary and the treasurer of a corporation, and any individual
customarily performing similar functions with respect to any organization,
whether
incorporated or unincorporated, but shall not include the chairman of the board of
directors.



               (e) The percentages of voting securities and other securities specified in this Section shall
be calculated in accordance with the following provisions:




          (1) A specified percentage of the voting securities of the Trustee, the Company or any
other person referred to in this Section (each of whom is referred to as a “person” in this
paragraph) means such amount of the outstanding voting securities of such person as entitles
the holder or holders thereof to cast such specified percentage of the aggregate votes which
the holders of all the outstanding voting securities of such person are entitled to cast in
the direction or management of the affairs of such person.










54









 




          (2) A specified percentage of a class of securities of a person means such percentage
of the aggregate amount of securities of the class outstanding.




          (3) The term “amount”, when used in regard to securities, means the principal amount if
relating to evidences of indebtedness, the number of shares if relating to capital shares
and the number of units if relating to any other kind of security.




          (4) The term “outstanding” means issued and not held by or for the account of the
issuer. The following securities shall not be deemed outstanding within the meaning of this
definition:




               (i) securities of an issuer held in a sinking fund relating to securities of
the issuer of the same class;




               (ii) securities of an issuer held in a sinking fund relating to another class
of securities of the issuer, if the obligation evidenced by such other class of
securities is not in default as to principal or interest or otherwise;




               (iii) securities pledged by the issuer thereof as security for an obligation of
the issuer not in default as to principal or interest or otherwise; and




               (iv) securities held in escrow if placed in escrow by the issuer thereof;


provided, however, that any voting securities of an issuer shall be deemed
outstanding if any person other than the issuer is entitled to exercise the voting rights
thereof.





           (5) A security shall be deemed to be of the same class as another security if both
securities confer, upon the holder or holders thereof substantially the same rights and
privileges; provided, however, that, in the case of secured evidences of
indebtedness, all of which are issued under a single indenture, differences in the interest
rates or maturity dates of various series thereof shall not be deemed sufficient to
constitute such series different classes; and provided, further, that, in
the case of unsecured evidences of indebtedness, differences in the interest rates or
maturity 


55









 




dates thereof shall not be deemed sufficient to constitute them securities of
different classes, whether or not they are issued under a single indenture.




               Section 609. 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 of America, 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 $5,000,000 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 requisites of said supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any
time 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 610. 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 under Section 611.



               (b) The Trustee may resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 611 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 such series.



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








56









 





               (d) If at any time:



           (1) the Trustee shall fail to comply with Section 608(a) after written request therefor
by the Company or by any Holder of a Security who has been a bona fide Holder of a Security
for at least six months, or



           (2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign
after written request therefor by the Company or by any such Holder of a Security, or



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



then, in any such case, (i) the Company by a Board Resolution may remove the Trustee with respect
to all Securities, or (ii) subject to Section 514, any Holder of a Security who has been a
bona
fide Holder of a Security of any series for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities of such series and the appointment of a successor Trustee or
Trustees.




               (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the Securities of one or more
series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of such series and
that at anytime there shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 611. If, within one year
after such resignation, removal or incapability, or the occurrence of such vacancy, a successor
Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities of such series delivered to the Company
and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon
its acceptance of such appointment in accordance 


57









 





with the applicable requirements of Section
611, become the successor Trustee with respect to the Securities of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to
the Securities of any series shall have been so appointed by the Company or the Holders of
Securities and accepted appointment in the manner required by Section 611, any Holder of a Security
who has been a bona fide Holder of a Security of such series for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such series.



               (f) The Company shall give notice of each resignation and each removal of the Trustee with
respect to the Securities of any series and each appointment of a successor Trustee with respect to
the Securities of any series by mailing written notice of such event by first-class mail, postage
prepaid, to the Holders of Registered Securities, if any, of such series as their names and
addresses appear in the Security Register and, if Securities of such series are issued as Bearer
Securities, by publishing such notice of such event once in an Authorized Newspaper in each Place
of Payment located outside the United States. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its Corporate Trust
Office.



               Section 611. Acceptance of Appointment by Successor.



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




58









 





               (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities
of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee
with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment and which (1)
shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring
Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts hereunder by more than
one Trustee, it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, 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 that no Trustee shall be responsible for any notice given to, or
received by, or any act or failure to act on the part of, any other Trustee hereunder, 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, such retiring Trustee shall with
respect to the Securities of that or those series to which the appointment of such successor
Trustee relates have no further responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee under this Indenture other than as
hereinafter expressly set forth, and each such successor Trustee without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring
Trustee shall duly assign, transfer and deliver to such successor Trustee, to the extent
contemplated by such supplemental indenture, the property and money held by such retiring Trustee
hereunder 


59









 





with respect to the Securities of that or those series to which the appointment of such
successor Trustee relates.



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



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



               Section 612. Merger, Conversion, Consolidation or Succession to Business.



               Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger,
conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all 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,
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 613. Preferential Collection of Claims Against Company.



               (a) Subject to Subsection (b) of this Section, if the Trustee shall be or shall become a
creditor, directly or indirectly, secured or unsecured, of the Company within four months prior to
a default, as defined in Subsection (c) of this Section, or subsequent to such a default, then,
unless and until such default shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the Holders of the Securities and coupons and
the holders of other indenture securities (as defined in Subsection (c) of this Section):




60












 





           (1) an amount equal to any and all reductions in the amount due and owing upon any
claim as such creditor in respect of principal or interest, effected after the beginning of
such four months’ period and valid as against the Company and its other creditors, except
any such reduction resulting from the receipt or disposition of any property described in
paragraph (2) of this Subsection, or from the exercise of any right of set-off which the
Trustee could have exercised if a petition in bankruptcy had been filed by or against the
Company upon the date of such default; and




           (2) all property received by the Trustee in respect of any claim as such creditor,
either as security therefor, or in satisfaction or composition thereof, or otherwise, after
the beginning of such four months’ period, or an amount equal to the proceeds of any such
property, if disposed of, subject, however, to the rights, if any, of the
Company and its other creditors in such property or such proceeds.




               Nothing herein contained, however, shall affect the right of the Trustee:




                    (A)
to retain for its own account (i) payments made on account of any such claim by any Person (other than the Company) who is liable thereon, and (ii) the
proceeds of the bona fide sale of any such claim by the Trustee to a third Person,
and (iii) distributions made in cash, securities or other property in respect of
claims filed against the Company in bankruptcy or receivership or in proceedings for
reorganization pursuant to the Federal Bankruptcy Code or applicable State law;




                    (B) to realize, for its own account, upon any property held by it as security
for any such claim, if such property was so held prior to the beginning of such four
months’ period;




                    (C) to realize, for its own account, but only to the extent of the claim
hereinafter mentioned, upon any property held by it as security for any such claim,
if such claim was created after the beginning of such four months’ period and such
property was received as security therefor simultaneously with the creation thereof,
and if the Trustee shall sustain the burden of proving 




61









 





that at the time such
property was so received the Trustee had no reasonable cause to believe that a
default, as defined in Subsection (c) of this Section, would occur within four
months; or




                    (D) to receive payment on any claim referred to in paragraph (B) or (C),
against the release of any property held as security for such claim as provided
in paragraph (B) or (C), as the case may be, to the extent of the fair value of
such property.



               For the purposes of paragraphs (B), (C) and (D), property substituted after the beginning of
such four months’ period for property held as security at the time of such substitution shall, to
the extent of the fair value of the property released, have the same status as the property
released, and, to the extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying or refunding any preexisting claim
of the Trustee as such creditor, such claim shall have the same status as such preexisting claim.



               If the Trustee shall be required to account, the funds and property held in such special
account and the proceeds thereof shall be apportioned among the Trustee, the Holders of Securities
and the holders of other indenture securities in such manner that the Trustee, the Holders of
Securities and the holders of other indenture securities realize, as a result of payments from such
special account and payments of dividends on claims filed against the Company in bankruptcy or
receivership or in proceedings for reorganization pursuant to the Federal Bankruptcy Code or
applicable State law, the same percentage of their respective claims, figured before crediting to
the claim of the Trustee anything on account of the receipt by it from the Company of the funds and
property in such special account and before crediting to the respective claims of the Trustee and
the Holders of Securities and the holders of other indenture securities dividends on claims filed
against the Company in bankruptcy or receivership or in proceedings for reorganization pursuant to
the Federal Bankruptcy Code or applicable State law, but after crediting thereon receipts on
account of the indebtedness represented by their respective claims from all sources other than from
such dividends and from funds and property so held in such special account. As used 


62









 




in this
paragraph, with respect to any claim, the term “dividends” shall include any distribution with
respect to such claim, in bankruptcy or receivership or proceedings for reorganization pursuant to
the Federal Bankruptcy Code or applicable State law, whether such distribution is made in cash,
securities or other property, but shall not include any such distribution with respect to the
secured portion, if any, of such claim. The court in which such bankruptcy, receivership or
proceedings for reorganization is pending shall have jurisdiction (i) to apportion among the
Trustee and the Holders of Securities and the holders of other indenture securities, in accordance
with the provisions of this paragraph, the funds and property held in such special account and
proceeds thereof, or (ii) in lieu of such apportionment, in whole or in part, to give to the
provisions of this paragraph due consideration in determining the fairness of the distributions to
be made to the Trustee and the Holders of Securities and the holders of other
indenture securities
with respect to their respective claims, in which event it shall not be necessary to liquidate or
to appraise the value of any securities or other property held in such special account or as
security for any such claims, or to make a specific allocation of such distributions as between the
secured and unsecured portions of such claims, or otherwise to apply the provisions of this
paragraph as a mathematical formula.




               Any Trustee which has resigned or been removed after the beginning of such four months’ period
shall be subject to the provisions of this Subsection as though such resignation or removal had not
occurred. If any Trustee has resigned or been removed prior to the beginning of such four months’
period, it shall be subject to the provisions of this Subsection if and only if the following
conditions exist:




                    (i) the receipt of property or reduction of claim, which would have given rise
to the obligation to account, if such Trustee had continued as Trustee, occurred
after the beginning of such four months’ period; and




                    (ii) such receipt of property or reduction of claim occurred within four months
after such resignation or removal.







63









 





               (b) There shall be excluded from the operation of Subsection (a) of this Section a creditor
relationship arising from:




          (1) the ownership or acquisition of securities issued under any indenture, or any
security or securities having a maturity of one year or more at the time of acquisition by
the Trustee;




          (2) advances authorized by a receivership or bankruptcy court of competent
jurisdiction, or by this Indenture, for the purpose of preserving any property which shall
at any time be subject to the lien of this Indenture or of discharging tax liens or other
prior liens or encumbrances thereon, if notice of such advances and of the circumstances
surrounding the making thereof is given to the Holders of Securities at the time and in the
manner provided in this Indenture;




          (3) disbursements made in the ordinary course of business in the capacity of trustee
under an indenture, transfer agent, registrar, custodian, paying agent, fiscal agent or
depositary, or other similar capacity;




          (4) an indebtedness created as a result of services rendered or premises rented; or an
indebtedness created as a result of goods or securities sold in a cash transaction, as
defined in Subsection (c) of this Section;




          (5) the ownership of stock or of other securities of a corporation organized under the
provisions of Section 25(a) of the Federal Reserve Act, as amended, which is directly or
indirectly a creditor of the Company; or




          (6) the acquisition, ownership, acceptance or negotiation of any drafts, bills of
exchange, acceptances or obligations which fall within the classification of
self-liquidating paper as defined in Subsection (c) of this Section.



               (c) For the purpose of this Section only:




           (1) the term “default” means any failure to make payment in full of the principal of or
interest on any of the Securities or upon the other indenture securities when and as such
principal or interest becomes due and payable;







64









 




           (2) the term “other indenture securities” means securities upon which the Company is an
obligor outstanding under any other indenture (i) under which indenture and as to which
securities the Trustee is also trustee, (ii) which contains provisions substantially similar
to the provisions of this Section, and (iii) under which a default
exists at the time of the apportionment of the funds and property held in such special
account;




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




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


            (5) the term “Company” means any obligor upon the Securities.



               Section 614. 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 or exchange, registration of transfer or partial
redemption thereof or pursuant to Section 306, 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 


65









 






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 in its sole discretion and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the District of Columbia, or
in the case of any Authenticating Agent with respect to Securities issuable as Bearer Securities,
under the laws of any country in which such Bearer Securities may be offered, authorized under such
laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $5,000,000 or equivalent amount expressed in a foreign currency and subject to supervision or
examination by Federal or State authority or authority of such country. If such Authenticating
Agent publishes reports of condition at least annually, pursuant to law or to the requirements of
said supervising or examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.




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




          An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent, after giving at least 10 Business Days’
prior written notice to the Company. Upon receiving such a notice of resignation or upon such
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 



66









 





which shall be acceptable to the Company in its sole discretion and shall (i) mail written
notice of such appointment by first-class mail, postage prepaid, to all Holders of Registered
Securities, if any, of the series with respect to which such Authenticating Agent will serve, as
their names and addresses appear in the Security Register, and (ii) if Securities of the series are
issued as Bearer Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its principal office if such
office is located outside the United States. 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 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 607.




          The provisions of Sections 308, 604 and 605 shall be applicable to each Authenticating Agent.




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




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




	 	 	 	 	 	 	 
	 	 	BANKERS TRUST COMPANY,
	 

	 	 	 	     as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

As Authenticating Agent
	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

Authorized Officer
	 	 









67









 





          If all of the Securities of any series may not be originally issued at one time, and if the
Trustee does not, in the reasonable opinion of the Company, have an office capable of
authenticating Securities upon original issuance located in a Place of Payment where the Company
wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so
requested in writing (which writing need not comply with Section 102 and need not be accompanied by
an Opinion of Counsel) by the Company, shall appoint in accordance with this Section 614 an
Authenticating Agent (which must be acceptable to the Company in its sole discretion) having an
office in a Place of Payment designated by the Company with respect to such series of Securities.




ARTICLE SEVEN




HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




          Section 701. Company to Furnish Trustee Names and Addresses of Holders.




          The Company will furnish or cause to be furnished to the Trustee





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




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


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






          Section 702. Preservation of Information; Communications to Holders.




          (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names
and addresses of 


68









 






Holders of Securities (i) contained in the most recent list furnished to the
Trustee for each series as provided in Section 701, (ii) received by the Trustee for each series in
the capacity of Security Registrar if the Trustee is then acting in such capacity and (iii) filed
with it within the two preceding years pursuant to Section 703(c) (2). The Trustee may destroy any
list furnished to it as provided in Section 701 upon receipt of a new list so furnished, and
destroy not earlier than two years after filing, any information filed with it pursuant to Section
703(c) (2).




          (b) If three 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 six 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 and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee shall, within five
business days after the receipt of such application, at its election, either





     (i) afford such applicants access to the information preserved at the time by
the Trustee in accordance with Section 702(a), or




     (ii) inform such applicants as to the approximate number of Holders of
Securities whose names and addresses appear in the information preserved at the time
by the Trustee in accordance with Section 702(a), and as to the approximate cost of
mailing to such Holders the form of proxy or other communication, if any, specified
in such application.



          If the Trustee shall elect not to afford such applicants access to such information, the
Trustee shall, upon the written request of such applicants, mail to each Holder of Securities whose
name and address appears in the information preserved at the time by the Trustee in accordance with
Section 702(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 such mailing, unless 








69









 






within
five days after such tender the Trustee shall mail to such applicants and file with the Commission,
together with a copy of the material to be mailed, a written statement to the effect that, in the
opinion of the Trustee, such mailing would be contrary to the best interests of the Holders of
Securities 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 Holders of Securities 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 Paying Agent nor any
Security Registrar 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 702(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 702(b).




          Section 703. Reports by Trustee.




          (a) Within 60 days after May 15 of each year commencing with the year 1989, the Trustee shall
transmit by mail to the Holders of Securities, as provided in Subsection (c) of this Section, a
brief report dated as of such May 15 with respect to:





     (1) its eligibility under Section 609 and its qualifications under Section 608, or in
lieu thereof, if to the best of its knowledge it has continued to be eligible and qualified
under said Sections, a written statement to such effect;








70









 





     (2) the character and amount of any advances (and if the Trustee elects so to state,
the circumstances surrounding the making thereof) made by the Trustee (as such) which remain
unpaid on the date of such report, and for the reimbursement of which it claims or may claim
a lien or charge, prior to that of the Securities, on any property or funds held or
collected by it as Trustee, except that the Trustee shall not be required (but may elect) to
report such advances if such advances so remaining unpaid aggregate not more 1/2 of 1% of
the principal amount of the Securities Outstanding on the date of such report;




     (3) the amount, interest rate and maturity date of all other indebtedness owing by the
Company (or by any other obligor on the Securities) to the Trustee in its individual
capacity, on the date of such report, with a brief description of any property held as
collateral security therefor, except an indebtedness based upon a creditor relationship
arising in any manner described in Section 613(b)(2), (3), (4) or (6);




     (4) the property and funds, if any, physically in the possession of the Trustee as such
on the date of such report;




     (5) any additional issue of Securities which the Trustee has not previously reported;
and




     (6) any action taken by the Trustee in the performance of its duties hereunder which it
has not previously reported and which in its opinion materially affects the Securities,
except action in respect of a default, notice of which has been or is to be withheld by the
Trustee in accordance with Section 602.



          (b) The Trustee shall transmit by mail to all Holders of Securities, as provided in Subsection
(c) of this Section, a brief report with respect to the character and amount of any advances (and if the Trustee elects so to state, the circumstances surrounding the making
thereof) made by the Trustee (as such) since the date of the last
report transmitted pursuant to Subsection (a) of this Section (or if
no such report has yet been so transmitted, since the date of
execution of this instrument) for the reimbursement of which it claims or may claim a lien or
charge, prior to that of the Securities, on property or funds collected by it as Trustee, and which
it has not previously reported pursuant to this Subsection, except that 











71










 



the Trustee shall not be
required (but may elect) to report such advances if such advances remaining unpaid at any time
aggregate 10% or less of the principal amount of the Securities Outstanding at such time, such
report to be transmitted within 90 days after such time.





     (c) Reports pursuant to this Section shall be transmitted by mail:




     (1) to all Holders of Registered Securities, as the names and addresses of such Holders
appear in the Security Register;




     (2) to such Holders of Bearer Securities as have, within the two years preceding such
transmission, filed their names and addresses with the Trustee for that purpose; and




     (3) except in the case of reports pursuant to Subsection (b) of this Section, to each
Holder of a Security whose name and address is preserved at the time by the Trustee, as
provided in Section 702(a).



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




          Section 704. Reports by Company.




          The Company shall:





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



72









 





required pursuant to Section 13 of the Securities Exchange Act of 1934 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 within 30 days after the filing thereof with the Trustee, in the manner
and to the extent provided in Section 703(c) with respect to reports pursuant to Section
703(a), such summaries of any information, documents and reports required to be filed by the
Company pursuant to paragraphs (1) and (2) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission.



ARTICLE EIGHT




CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE




          Section 801. Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to
Certain Conditions.




          The Company may consolidate with, or sell, lease or convey all or substantially all of its
assets to, or merge with or into any other corporation, provided that in any such case, (i)
either the Company shall be the continuing corporation, or the successor corporation shall be a
corporation organized and existing under the laws of the United States of America or a State
thereof and such successor corporation shall expressly assume the due and punctual payment of the
principal of (and premium, if any), any interest on, and any Additional Amounts payable pursuant to
Section 1004 with respect to, all the Securities, according to their tenor, and the due and
punctual performance and observance of all of the covenants and conditions of this Indenture to be
performed by the Company by supplemental indenture satisfactory to the Trustee, executed and
delivered to the Trustee by such corporation, and (ii) the Company or such successor corporation,
as the case may be, shall not, immediately after such merger or consolidation, 



73









 





or such sale, lease
or conveyance, be in default in the performance of any such covenant or condition.




          Section 802. Rights and Duties of Successor Corporation.




          In case of any such consolidation, merger, sale, lease or conveyance and upon any such
assumption by the successor corporation, such successor corporation shall succeed to and be
substituted for the Company, with the same effect as if it had been named herein as the party of
the first part, and the predecessor corporation, except in the event of a lease, shall be relieved
of any further obligation under this Indenture and the Securities and coupons. Such successor
corporation thereupon may cause to be signed, and may issue either in its own name or in the name
of the Company, any or all of the Securities and coupons issuable hereunder which theretofore shall
not have been signed by the Company and delivered to the Trustee; and, upon the order of such
successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities and coupons which previously shall have been signed and delivered by
the officers of the Company to the Trustee for authentication, and any Securities or coupons which
such successor corporation thereafter shall cause to be signed and delivered to the Trustee for
that purpose. All the Securities and coupons so issued shall in all respects have the same legal
rank and benefit under this Indenture as the Securities and coupons
theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities and coupons
had been issued at the date of the execution hereof.




          In case of any such consolidation, merger, sale, lease or conveyance, such changes in
phraseology and form (but not in substance) may be made in the Securities and coupons thereafter to
be issued as may be appropriate.




          Section 803. Officers’ Certificate and Opinion of Counsel.




          The Trustee, subject to the provisions of Sections 601 and 603, may receive an Officers’
Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger,
sale, lease or conveyance, and any such assumption, complies with the provisions of this Article.





74









 





ARTICLE NINE




SUPPLEMENTAL INDENTURES




          Section 901. Supplemental Indentures without Consent of Holders.




          Without the consent of any Holders of 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 if such covenants are to be for the benefit of less than all
series of Securities, stating that such covenants are expressly being included solely for
the benefit of such series) or to surrender any right or power herein conferred upon the
Company; or




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




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



     (5) to secure the Securities; or






75









 





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




     (7) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or change any of
the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 611(b);or




     (8) 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 be
inconsistent with the provisions of this Indenture and which shall not adversely affect the
interest of the Holders of Securities of any series or any related coupons in any material
respect; or




     (9) to add to, delete from or revise the conditions, limitations and restrictions on
the authorized amount, terms or purposes of issue, authentication and delivery of
Securities, as herein set forth.



          Section 902. Supplemental Indentures with Consent of Holders.




          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 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 modifying in any manner the rights of the Holders of Securities of such
series under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected thereby,





     (1) change the Stated Maturity of the principal of, or any installment of interest on,
any Security, or reduce the principal amount thereof or the rate of interest thereon or any Additional Amounts payable in respect thereof, or any premium payable
upon the 


76









 





redemption thereof, or change the obligation of the Company to pay Additional
Amounts pursuant to Section 1004 (except as contemplated by Section 801(i) and permitted by
Section 901(1)), or reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 502, or change any Place of Payment where, or the coin or
currency in which, any Security or any premium or the interest thereon is payable, or impair
the right to institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption 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 hereunder and their consequences) provided for in this
Indenture, or reduce the requirements of Section 1404 for quorum or voting, or




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



          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 Holders of Securities 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.






77









 





          Section 903. Execution of Supplemental Indentures.




          In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise.




          Section 904. Effect of Supplemental Indentures.




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




          Section 905. Conformity with Trust Indenture Act.




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




          Section 906. Reference in Securities to Supplemental Indentures.




          Securities of any series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in
form approved by the Trustee as to any matter provided for in such supplemental




indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion
of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities
of such series.







78









 




ARTICLE TEN




COVENANTS




          Section 1001. Payment of Principal, Premium, if any, and Interest.




          The Company covenants and agrees for the benefit of the Holders of each series of Securities
that it will duly and punctually pay the principal of (and premium, if any), interest on and any
Additional Amounts payable in respect of the Securities of that series in accordance with the terms
of such series of Securities, any coupons appertaining thereto and this Indenture. Any interest due
on and any Additional Amounts payable in respect of Bearer Securities on or before Maturity, other
than Additional Amounts, if any, payable as provided in Section 1004 in respect of principal of (or
premium, if any, on) such a Security, shall be payable only upon presentation and surrender of the
several coupons for such interest installments as are evidenced, thereby as they severally mature.




          Section 1002. Maintenance of Office or Agency.




          The Company will maintain in each Place of Payment for any series of Securities an office or
agency where Securities of that series (but not Bearer Securities, except as otherwise provided
below, unless such Place of Payment is located outside the United States) may be presented or
surrendered for payment, where Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. If Securities of a series are issuable
as Bearer Securities, the Company will maintain, 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 related coupons maybe presented and
surrendered for payment (including payment of any additional amounts payable on Securities of such
series pursuant to Section 1004); provided, however, that if the Securities of such
series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the
Luxembourg Stock Exchange or any other securities exchange located outside the United States and
such securities exchange shall so require, the Company will maintain a Paying Agent in London,
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 


79








 





on such exchange. The Company will give prompt
written notice to the Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer
Securities of that series and the related coupons may be presented and surrendered for payment
(including payment of any Additional Amounts payable on Bearer Securities of that series pursuant
to Section 1004) at the place specified for the purpose pursuant to Section 301, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and
demands.




          Except as otherwise provided in the form of Bearer Security of any particular series pursuant
to the provisions of this Indenture, no payment of principal, premium or interest on Bearer
Securities shall be made at any office or agency of the Company in the United States or by check
mailed to any address in the United States or by transfer to an account maintained with a bank
located in the United States; provided, however, that payment of principal of and
any premium and interest in U.S. dollars (including Additional Amounts payable in respect thereof)
on any Bearer Security may be made at the Corporate Trust Office of the Trustee in the Borough of
Manhattan, The City of New York if (but only if) payment of the full amount of such principal,
premium, interest or Additional Amounts 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.




          The Company may also from time to time designate one or more other offices or agencies where
the Securities of one or more series may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; provided, however, that no
such designation or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in 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. Unless otherwise
set forth in a Board Resolution or indenture supplemental hereto with respect to a series of
Securities, the Company hereby designates as the Place of 


80








 




Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints Bankers
Trust Company at its Corporate Trust Office as the Company’s office or agency for each of such
purposes in such city.




          Section 1003. Money for Securities Payments to be Held in Trust.




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




          Whenever the Company shall have one or more Paying Agents for any series of Securities, it
will, on or prior to each due date of the principal of (and premium, if any), or interest on, any
Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure 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 the principal of (and premium, if any)
or interest on Securities of that series in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed of as herein
provided;




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






81








 




     (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 of 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.




          Except as otherwise provided in the form of Securities of any particular series pursuant to
the provisions of this Indenture, any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of (and premium, if any) or interest
on any Security of any series and remaining unclaimed for two years after such principal (and
premium, if any) or interest has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust: and the Holder of
such Security or any coupon appertaining thereto shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof,
shall thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the Company cause to be
published once, in an Authorized Newspaper in each Place of Payment or to be mailed to Holders of
Registered Securities, or both, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such publication or
mailing, any unclaimed balance of such money then remaining will be repaid to the Company.




          Section 1004. Additional Amounts.




          If the Securities of a series provide for the payment of Additional Amounts, the Company will
pay to the Holder of any Security of any series or any coupon appertaining thereto Additional
Amounts as provided therein. Whenever in this Indenture there is mentioned, in any







82








 




context, the payment of the principal of (or premium, if any) or interest on, or in respect of, any Security of
any series or any related coupon or the net proceeds received 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 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 that series of Securities (or if the
Securities of that series will not bear interest prior to Maturity, the first day on which a
payment of principal (and 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 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 (and premium, if any) or interest on the Securities of that series shall
be made to Holders of Securities of that series or the related coupons 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 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.






83








 




          Section 1005. Statement as to Compliance; Notice of Certain Defaults.




          The Company will deliver to the Trustee, within 120 days after the end of each fiscal year so
long as any Security is outstanding hereunder, a written statement, which need not comply with
Section 102, signed by the Chairman of the Board, the President or a Vice President and by the
Treasurer, an Assistant Treasurer, the Controller or an Assistant Controller of the Company,
stating that in the course of the performance by the signers of their duties as such officers of
the Company they would normally obtain knowledge of any default by the Company in the performance
or fulfillment of any covenant, agreement or condition contained in this Indenture, and stating
whether or not they have obtained knowledge of any such default existing on the date of such
statement and, if so, specifying each such default of which the signers have knowledge and the
nature thereof.




          Section 1006. Corporate Existence.




          Subject to Article Eight, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence and that of each Subsidiary and
the rights (charter and statutory) and franchises of the Company and its
Subsidiaries; provided, however, that the Company shall not be required to preserve any such
right or franchise if the Company shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Subsidiaries considered as a whole
and that the loss thereof is not disadvantageous in any material respect to the Holders of the
Outstanding Securities of any series.




          Section 1007. Maintenance of Properties.




          The Company will cause all properties used or useful in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good condition, repair and working order
and supplied with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the sole judgment of the
Company may be necessary so that the business carried on in connection therewith may be properly
and advantageously conducted at all times; provided, however, that nothing in this
Section shall prevent the Company from discontinuing the operation or maintenance of any of such
properties, or disposing of them if such discontinuance 


84








 




or disposal is, in the judgment of the
Company or of the Subsidiary concerned, desirable in the conduct of its business or the business of any Subsidiary and not disadvantageous in any material respect to
the Holders of Securities.




          Section 1008. Payment of Taxes and Other Claims.




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




          Section 1009. Restrictions on Liens.




          (a) So long as any Securities remain outstanding, the Company shall not issue, assume or
guarantee any debt for money borrowed (hereinafter in this Section 1009 referred to as “Debt”),
secured by any mortgage, security interest, pledge, lien or other encumbrance (hereinafter in this
Section 1009 called “mortgage” or “mortgages”) upon any property of the Company or of a Subsidiary
(including, without limitation, stock of a Subsidiary) or indebtedness issued by any Subsidiary and
owned by the Company or any other Subsidiary, nor shall the Company permit any Subsidiary to issue,
assume or guarantee any Debt secured by any mortgage upon any property of the Company (including,
without limitation, stock of a Subsidiary) or indebtedness issued by any Subsidiary and owned by
the Company (whether any such property or indebtedness is now owned or hereafter acquired), without
in any such case effectively securing, prior to or concurrently with the issuance, assumption or
guaranty of any such Debt, the Securities of each series (together with, if the Company shall so
determine, any other indebtedness of or guaranteed by the Company or such Subsidiary ranking
equally with the Securities of each series and then existing or thereafter created) equally and
ratably with (or prior
to) such Debt; provided, however, that no restriction in
this Section 1009 shall apply to or prevent the creation or existence of any mortgage on any
property of any Subsidiary except for property of such Subsidiary that is used to secure, directly
or indirectly, by means of guaranties or otherwise, Debt of the Company; and provided,
further, however, that no restriction of this Section 1009 shall apply to or
prevent the creation or existence of:





85








 




     (i) mortgages to secure Debt issued under the Company’s Indenture of Mortgage
dated as of July 1, 1950, as amended and supplemented to date and as it may
hereafter be amended and supplemented from time to time (as it exists and may so
exist from time to time, the “Bond Indenture”);




     (ii) mortgages on any property acquired, constructed or improved by the Company
or any Subsidiary after the date of this Indenture which are created or assumed
contemporaneously with, or within 120 days after, such acquisition or
completion of such construction or improvement, or within six months thereafter
pursuant to a firm commitment for financing arranged with a lender or investor
within such 120-day period, to secure or provide for the payment of all or any part
of the purchase price of such property or the cost of such construction or
improvement incurred after the date of this Indenture, or, in addition to mortgages
contemplated by clauses (iii) and (iv) below, mortgages on any property existing at
the time of acquisition thereof, provided that the mortgages shall not apply to any
property theretofore owned by the Company or any Subsidiary other than, in the case
of any such construction or improvement, any theretofore unimproved real property on
which the property so constructed or the improvement is located;




     (iii) existing mortgages on any property or indebtedness of a corporation which
is merged with or into or consolidated with the Company or a Subsidiary;




     (iv) mortgages on property or indebtedness of a corporation existing at the
time such corporation becomes a Subsidiary;




     (v) mortgages to secure Debt of a Subsidiary to the Company or to another
Subsidiary;




     (vi) mortgages in favor of the United States of America, any state, any foreign
country or any department, agency or instrumentality or political subdivision of any
such jurisdiction, to secure partial, progress, advance or other payments pursuant
to any contract or statute or to secure any indebtedness incurred for the purpose of
financing 



86








 




all or any part of the purchase price of the cost of constructing or
improving the property subject to such mortgages, including, without limitation,
mortgages to secure Debt of the pollution control or industrial revenue bond type;




     (vii) mortgages to secure loans to the Company or any Subsidiary maturing
within 12 months from the creation thereof and made in the ordinary course of
business;




     (viii) mortgages on any property (including any natural gas, oil or other
mineral property) to secure all or part of the cost of exploration, drilling or
development thereof or to secure Debt incurred to provide funds for any such
purpose;




     (ix) mortgages existing on the date of this Indenture;




     (x) “permitted liens” as that term is defined in the Twenty-Fifth Supplemental
Indenture, dated as of April 15, 1986, to the Bond Indenture; or




     (xi) mortgages consisting of (a) pledges or deposits in the ordinary course of
business to secure obligations under workmen’s compensation laws or similar
legislation, including liens of judgments thereunder which are not currently
dischargeable, (b) deposits in the ordinary course of business to secure,
or in lieu of, surety, appeal, or customs bonds to which the Company is a
party, (c) mortgages created by or resulting from any litigation or legal proceeding
which is currently being contested in good faith by appropriate proceedings
diligently conducted, (d) pledges or deposits in the ordinary course of business to
secure performance in connection with bids, tenders or contracts (other than
contracts for the payment of money), or (e) materialmen’s, mechanics’, carriers’,
workmen’s, repairmen’s or other like liens incurred in the ordinary course of
business for sums not yet due or currently being contested in good faith by
appropriate proceedings diligently conducted, or deposits to obtain the release of
such liens;




     (xii) mortgages for the sole purposes of extending, renewing or replacing in
whole or in part 



87








 





Debt secured by any mortgage referred to in the foregoing clauses
(i) to (xi), inclusive, or this clause (xii); provided, however,
that the principal amount of Debt secured thereby shall not exceed the principal
amount of Debt so secured at the time of such extension, renewal or replacement plus
the amount of any redemption or repurchase premiums incurred in retiring such Debt,
and that such extension, renewal or replacement shall be limited to all or a part of
the property or indebtedness which secured the mortgage so extended, renewed or
replaced (plus improvements on such property).



          (b) The provisions of subsection (a) of this Section 1009 shall not apply to the issuance,
assumption or guaranty by the Company or any Subsidiary of Debt secured by a mortgage which would
otherwise be subject to the foregoing restrictions up to an aggregate amount which, together with
all other Debt of the Company and its Subsidiaries secured by mortgages (other than mortgages
permitted by subsection (a) of this Section 1009) which would otherwise be subject to the foregoing
restrictions, does not at the time exceed 5% of Consolidated Net Tangible Assets.




          (c) If at any time the Company or any Subsidiary shall issue, assume or guarantee any Debt
secured by any mortgage and if paragraph (a) of this Section 1009 requires that the Securities of
each series be secured equally and ratably with such Debt, the Company will promptly deliver to the
Trustee






     (i) an Officers’ Certificate stating that the covenant of the Company contained
in paragraph (a) of this Section 1009 has been complied with; and




     (ii) an Opinion of Counsel to the effect that such covenant has been complied
with, and that any instruments executed by the Company in the performance of such
covenant comply with the requirements of such covenant.



          In the event that the Company shall secure the Securities of each series equally and ratably
with (or prior to) any other obligation or indebtedness pursuant to the provisions of this Section
1009, the Trustee is hereby authorized to enter into an indenture or agreement supplemental hereto
and to take such action, if any, as it may deem advisable 


88








 




to enable it to enforce effectively the
rights of the holders of the Securities so secured, equally and ratably with such other obligation
or indebtedness; provided, however, that if such indenture or agreement affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, the
Trustee may in its discretion, but shall not be obligated to, enter into such supplemental
indenture or agreement.




          Section 1010. Waiver of Certain Covenants.




          The Company may omit in any particular instance to comply with any term, provision or
condition set forth in Sections 1004 to 1008, inclusive, with respect to the Securities of any
series if before the time for such compliance the Holders of at least a majority in principal
amount of Outstanding Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.




ARTICLE ELEVEN




REDEMPTION OF SECURITIES




          Section 1101. Applicability of Article.




          Redemption of Securities of any series at the option of the Company as permitted or required
by the terms of such Securities shall be made in accordance with the terms of such Securities and
this Article.




          Section 1102. Election to Redeem; Notice to Trustee.




          The election of the Company to redeem any Securities shall be evidenced by a Company Order.
In case of any redemption at the election of the Company of less than all of the Securities of any
series with the same issue date, interest rate and Stated Maturity, 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.







89








 





          Section 1103. Selection by Trustee of Securities to be Redeemed.




          If less than all the Securities of any series with the same issue date, interest rate and
Stated Maturity 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 amount of Registered Securities of such series; provided, however,
that no such partial redemption shall reduce the portion of the principal amount of a Registered
Security of such series not redeemed to less than the minimum denomination for a Security of that
series established pursuant to Section 302.




          The Trustee shall promptly notify the Company and the Security Registrar (if other than
itself) in writing of the Securities selected for redemption and, in the case of any Securities
selected for partial redemption, the principal amount thereof to be redeemed.




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




          Section 1104. Notice of Redemption.




          Notice of redemption shall be given in the manner provided in Section 106, not less than 30
nor more than 60 days prior to the Redemption Date, unless a shorter period is specified in the
Securities to be redeemed, to the Holders of Securities to be redeemed. Failure to give notice by
mailing in the manner herein provided to the Holder of any Registered Securities designated for
redemption as a whole, or in part, or any defect in the notice to any such Holder, shall not affect
the validity of the proceedings for the redemption of any other Securities or portion thereof.




          Any notice that is mailed to the Holder of any Registered Securities in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not such Holder
receives the notice.






90








 




          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 principal amount) of the
particular Securities to be redeemed,




     (4) in case any Registered Security is to be redeemed in part only, the notice which
relates to such Security shall state that on and after the Redemption Date, upon surrender
of such Security, the Holder of such Security will receive, without charge, a
new Registered
Security or Registered Securities of authorized denominations for the principal amount
thereof remaining unredeemed,




     (5) that on the Redemption Date the Redemption Price will become due and payable upon
each such Security to be redeemed, and, if applicable, that interest thereon shall cease to
accrue on and after said date,




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




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



          A notice of redemption published as contemplated by Section 106 need not identify particular
Registered Securities to be redeemed.




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






91








 




          Section 1105. Deposit of Redemption Price.




          On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money in New York Clearing House or similar next day funds
(provided, however, that any such deposit that is made on such Redemption Date will
be made in immediately available funds) sufficient to pay the Redemption Price of, and (except if
the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional
Amounts with respect thereto, all the Securities or portions thereof which are to be redeemed on
that date.




          Section 1106. Securities Payable on Redemption Date.




          Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein specified, and from
and after such date (unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall
be void. Upon surrender of any such Security for redemption in accordance with said notice,
together with all coupons, if any, appertaining thereto maturing after the Redemption Date, such
Security shall be paid by the Company at the Redemption Price, together with accrued interest (and
any Additional Amounts) to the Redemption Date; provided however, that installments
of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall
be payable only upon presentation and surrender of coupons for such interest (at an office or
agency located outside the United States except as otherwise provided in Section 1002), and
provided, further, that installments of interest on Registered Securities whose
Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business
on the relevant Record Dates according to their terms and the provisions of Section 307.




          If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant
coupons maturing after the Redemption Date, such Security may be paid after deducting from the
Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender
of such missing coupon or coupons may be waived by the Company 


92








 




and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or
any Paying Agent any such missing coupon in respect of which a deduction shall have been made from
the Redemption Price, such Holder shall be entitled to receive the amount so deducted;
provided, however, that interest (and any Additional Amounts) represented by
coupons shall be payable only upon presentation and surrender of those coupons at any office or
agency located outside of the United States except as otherwise provided in Section 1002.




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




          Section 1107. Securities Redeemed in Part.




          Any Registered Security which is to be redeemed only in part shall be surrendered at any
office or agency of the Company maintained for that purpose pursuant to Section 1002 (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
Securities of the same series, containing identical terms and provisions, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to and in exchange for
the unredeemed portion of the principal of the Security so surrendered.




ARTICLE TWELVE




SINKING
FUNDS




          Section 1201. Applicability of Article.




          The provisions of this Article shall be applicable to any sinking fund for the retirement of
Securities of a series, except as otherwise permitted or required by any form of Security of such
series issued pursuant to this Indenture.






93







 




          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 such 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 1202. Each sinking fund payment shall be applied to the redemption of Securities of any series as
provided for by the terms of Securities of such series.




          Section 1202. Satisfaction of Sinking Fund Payments with Securities.




          The Company may, in satisfaction of all or any part of any sinking fund payment with respect
to the Securities of such series to be made pursuant to the terms of such Securities (1) deliver
Outstanding Securities of such series (other than any of such Securities previously called for
redemption or any of such Securities in respect of which cash shall have been released to the
Company), together in the case of any Bearer Securities of such series with all unmatured coupons
appertaining thereto, and (2) apply as a credit Securities of such series which have been redeemed
either at the election of the Company pursuant to the terms of such series of Securities or through
the application of permitted optional sinking fund payments pursuant to the terms of such
Securities, provided that such series of 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. If as a result of the delivery
or credit of Securities of any series in lieu of cash payments pursuant to this Section 1202, the
principal amount of Securities of such series to be redeemed in order to exhaust the aforesaid cash
payment shall be less than $100,000, the Trustee need not call Securities of such series for
redemption, except upon Company Request, and such cash payment shall be held by the Trustee or a
Paying Agent and applied to the next succeeding sinking fund payment, provided,
however, that the Trustee or such Paying Agent shall at the request of the Company from
time to time pay over and deliver to the Company any cash payment so being held by the Trustee or
such Paying Agent upon delivery by the Company to the Trustee of Securities of that series
purchased by the 


94








 




Company having an unpaid principal amount equal to the cash payment requested to
be released to the Company.




          Section 1203. Redemption of Securities for Sinking Fund.




          Not less than 60 days prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next
ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting of Securities of that series pursuant to
Section 1202, and the optional amount, if any, to be added in cash to the next ensuing mandatory
sinking fund payment, and will also deliver to the Trustee any Securities to be so credited and not
theretofore delivered. If such Officers’ Certificate shall specify an optional amount to be added in cash to the next ensuing mandatory sinking fund payment, the
Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days
before each such sinking fund payment date the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company in the manner
provided in Section 1104. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 1106 and 1107.








ARTICLE THIRTEEN



REPAYMENT AT THE OPTION OF HOLDERS




          Section 1301. 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 the terms of the Securities of such series. The
repayment of any principal amount of Securities pursuant to such option of the Holder to require
repayment of Securities before their Stated Maturity, for purposes of Section 309, shall not
operate as a payment, redemption or satisfaction of the indebtedness represented by such Securities
unless and until the Company, at its option, shall deliver or surrender the same to the Trustee
with a directive that such Securities be cancelled. Notwithstanding anything to the contrary
contained in this Article 


95








 




Thirteen, in connection with any repayment of Securities, the Company may
arrange for the purchase of any Securities by an agreement with one or more investment bankers or
other purchasers to purchase such Securities by paying to the Holders of such Securities on or
before the close of business on the repayment date an amount not less than the repayment price
payable by the Company on repayment of such Securities, and the obligation of the Company to pay
the repayment price of such Securities shall be satisfied and discharged to the extent such payment
is so paid by such purchasers.




ARTICLE FOURTEEN



MEETINGS OF HOLDERS OF SECURITIES




          Section 1401. Purposes for Which Meetings May Be Called.




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




          Section 1402. Call, Notice and Place of Meetings.




          (a) The Trustee may at any time call a meeting of Holders of Securities of any series for any
purpose specified in Section 1401, 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 106, no 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 1401, by written request setting forth in reasonable detail the action proposed to be taken
at the meeting, and the Trustee shall not have made the first
publication of the notice of such
meeting within 21 days after 




96








 




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
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 1403. 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 1404. 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. In the
absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting
shall, if convened at the request of Holders of Securities of such series, be dissolved. In any
other case, the meeting may be adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at
any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not
less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 1402(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.






97








 




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





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




          Section 1405. 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 104 and the appointment of any proxy shall be proved in the manner
specified in Section 104 or by having the signature of the person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 to certify to the holding
of Bearer Securities. Such regulations may provide that written instruments appointing proxies,
regular on their face, may be presumed valid and genuine without the proof specified in Section 104
or other proof.






98







 




          (b) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders of Securities as
provided in Section 1402(b), in which case the Company or the Holders of Securities of the series
calling the meeting, as the case may be, shall in like manner appoint a
temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be
elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding
Securities of such series represented at the meeting.




          (c) At any meeting each Holder of a Security of such series or proxy shall be entitled to one
vote for each $1,000 principal amount of Securities of such series held or represented by him;
provided, however, that no vote shall be cast or counted at any meeting in respect
of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not
Outstanding. The chairman of the meeting shall have no right to vote, 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 1402 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 1406. Counting Votes and Recording Action of Meetings.




          The vote upon any resolution submitted to any meeting of Holders of Securities of any series
shall be by written ballots on which shall be subscribed the signatures of the Holders of
Securities of such series or of their representatives by proxy and
the principal amounts and serial
numbers of the Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the secretary of the meeting
their verified written reports in 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 




99








 




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 1402 and, if applicable, Section 1404.
Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one such copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.
Any record so signed and verified shall be conclusive evidence of the matters therein stated.




ARTICLE FIFTEEN



MISCELLANEOUS PROVISIONS




          Section 1501. Securities in Foreign Currencies.




          Whenever this Indenture provides for (i) any action by, or the determination of any rights of,
Holders of Securities of any series in which not all of such Securities are
denominated in the same currency, or (ii) any distribution to Holders of Securities, in the
absence of any provision to the contrary in the form of Security of any particular series, any
amount in respect of any Security denominated in a currency other than United States Dollars shall
be treated for any such action or distribution as that amount of United States Dollars that could
be obtained for such amount on such reasonable basis of exchange and as of the record date with
respect to Registered Securities of such series (if any) for such action, determination of rights
or distribution (or, if there shall be no applicable record date, such other date reasonably
proximate to the date of such action, determination of rights or distribution) as the Company may
specify in a written notice to the Trustee or, in the absence of such written notice, as the
Trustee may determine.




* * * * *




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





100








 




          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.




	 	 	 	 	 
	 	CENTRAL LOUISIANA ELECTRIC COMPANY, INC.

 	 
	 	By  	/s/ David M. Eppler
 	 
	 	 	David M. Eppler 	 
	 	 	Vice President and Treasurer 	 
	 



	 	 
	Attest:

	 

	/s/ Vera J. Whittington                    

	Vera J. Whittington

	Secretary







	 	 	 	 	 
	 	BANKERS TRUST COMPANY

 	 
	 	By  	/s/ Marvin Kierstead
 	 
	 	 	Marvin Kierstead 	 
	 	 	Assistant Vice President 	 
	 



	 	 	 	 	 
	Attest:
	 	 	 	 
	 
	 	 	 	 
	/s/ Sandra Shirley	 	 
	 	 	 
	Name:

	 	SANDRA SHIRLEY	 	 
	 

	 	 	 	 
	Assistant Secretary	 	 





101










 





	 	 	 	 	 
	STATE OF NEW YORK

	 	§	 	 
	 

	 	§	 	 
	COUNTY OF NEW YORK

	 	§	 	 






          On the 26th day of October, 1988, before me personally came Marvin Kierstead,
to me known, who being by me duly sworn, did depose and say that he resides at Orchard St.,
Cranford, N.J. 07016, that he is a Assistant Vice President of Bankers Trust Company,
the corporation described in and which executed the foregoing instrument, and that he signed his
name thereto by order of the board of directors of said corporation.




	 	 	 	 	 
	 	 	 
	 	                                                     /s/ Desiree Marshall
 	 
	 	Notary Public in and for the State of New York 	 
	 	 	 
	 



	 	 	 	 	 
	STATE OF NEW YORK

	 	§	 	 
	 

	 	§	 	 
	COUNTY OF NEW YORK

	 	§	 	 






     On the 26th day of October, 1988, before me personally came Sandra
Shirley, to me known, who being by me duly sworn, did depose and say that she resides at
38-17 209 St. Queens Village NY 11427, that she is a Assistant Secretary of
Bankers Trust Company, the corporation described in and which executed the foregoing instrument;
that she knows the seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of said corporation,
and that he signed her name thereto by like authority.



	 	 	 	 	 
	 	 	 
	 	                                                     /s/ Desiree Marshall
 	 
	 	Notary Public in and for the State of New York 	 
	 	 	 
	 



102








 







	 	 	 	 	 
	STATE OF TEXAS

	 	§	 	 
	 

	 	§	 	 
	COUNTY OF HARRIS

	 	§	 	 






          Before me, the undersigned authority, on this day personally appeared David M. Eppler, Vice
President and Treasurer of CENTRAL LOUISIANA ELECTRIC COMPANY, INC., who being by me first duly
sworn declared that he is the person who signed the foregoing document, and acknowledged to me that
he executed the same for the purposes and consideration therein expressed, in the capacity therein
stated and as the act and deed of said corporation.




          Given under my hand and seal of office on this the 26th day of October, 1988.




	 	 	 	 	 
	 	 	 
	 	                                                     /s/ Mary Lou Mendizabal
 	 
	 	Notary Public, State of Texas 	 



My Commission Expires:




December 31, 1988




103