EXHIBIT 4.3


 


 




 


 





BOSTON SCIENTIFIC CORPORATION


 


TO


 


JPMORGAN CHASE BANK, N.A.,


 


as Trustee


 






 


Indenture


 


Dated as of [                  ],
200[   ]


 








 


 





 

















 


BOSTON SCIENTIFIC CORPORATION


 


Reconciliation and tie between Trust
Indenture Act 

of 1939 and Indenture, dated as of [                  ],
200[   ]


 


	
  Trust
  Indenture

  Act Section

  	
   

  	
  Indenture Section

  
	
   

  	
   

  	
   

  
	
  Sec. 310(a)(1)

  	
   

  	
  607

  
	
  (a)(2)

  	
   

  	
  607

  
	
  (b)

  	
   

  	
  608

  
	
  Sec. 312(c)

  	
   

  	
  701

  
	
  Sec. 314(a)

  	
   

  	
  703

  
	
  (a)(4)

  	
   

  	
  1004

  
	
  (c)(1)

  	
   

  	
  102

  
	
  (c)(2)

  	
   

  	
  102

  
	
  (e)

  	
   

  	
  102

  
	
  Sec. 315(b)

  	
   

  	
  601

  
	
  Sec. 316(a)(last sentence)

  	
   

  	
  101 (“Outstanding”)

  
	
  (a)(1)(A)

  	
   

  	
  502, 512

  
	
  (a)(1)(B)

  	
   

  	
  513

  
	
  (b)

  	
   

  	
  508

  
	
  (c)

  	
   

  	
  104(c)

  
	
  Sec. 317(a)(1)

  	
   

  	
  503

  
	
  (a)(2)

  	
   

  	
  504

  
	
  (b)

  	
   

  	
  1003

  
	
  Sec. 318(a)

  	
   

  	
  111

  



 






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


 

















 


TABLE OF
CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  PARTIES

  	
  1

  
	
  RECITALS OF THE COMPANY

  	
  1

  
	
   

  	
   

  
	
  ARTICLE ONE

  
	
   

  	
   

  
	
  DEFINITIONS AND OTHER PROVISIONS
  OF GENERAL APPLICATION

  
	
   

  	
   

  
	
  SECTION 101. Definitions

  	
  1

  
	
  SECTION 102. Compliance Certificates and Opinions

  	
  11

  
	
  SECTION 103. Form of Documents Delivered to Trustee

  	
  12

  
	
  SECTION 104. Acts of Holders

  	
  12

  
	
  SECTION 105. Notices, etc. to Trustee and Company

  	
  14

  
	
  SECTION 106. Notice to Holders; Waiver

  	
  14

  
	
  SECTION 107. Effect of Headings and Table of Contents

  	
  15

  
	
  SECTION 108. Successors and Assigns

  	
  16

  
	
  SECTION 109. Separability Clause

  	
  16

  
	
  SECTION 110. Benefits of Indenture

  	
  16

  
	
  SECTION 111. Governing Law

  	
  16

  
	
  SECTION 112. Legal Holidays

  	
  16

  
	
  SECTION 113. No Recourse

  	
  16

  
	
   

  	
   

  
	
  ARTICLE TWO

  
	
   

  	
   

  
	
  SECURITY FORMS

  
	
   

  	
   

  
	
  SECTION 201. Forms Generally

  	
  17

  
	
  SECTION 202. Form of Trustee’s Certificate of
  Authentication

  	
  17

  
	
  SECTION 203. Securities Issuable in Global Form

  	
  18

  
	
   

  	
   

  
	
  ARTICLE THREE

  
	
   

  
	
  THE SECURITIES

  
	
   

  
	
  SECTION 301. Amount Unlimited; Issuable in Series

  	
  19

  
	
  SECTION 302. Denominations

  	
  22

  
	
  SECTION 303. Execution, Authentication, Delivery and Dating

  	
  23

  
	
  SECTION 304. Temporary Securities

  	
  25

  
	
  SECTION 305. Registration, Registration of Transfer and Exchange

  	
  27

  
	
  SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities

  	
  31

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

  	
  32

  
	
  SECTION 308. Optional Extension of Stated Maturity

  	
  34

  



 






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


 


i

















 


	
  SECTION 309. Persons Deemed Owners

  	
  35

  
	
  SECTION 310. Cancellation

  	
  36

  
	
  SECTION 311. Computation of Interest

  	
  36

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

  	
  36

  
	
  SECTION 313. Appointment and Resignation of Successor Exchange
  Rate Agent

  	
  39

  
	
   

  	
   

  
	
  ARTICLE FOUR

  
	
   

  
	
  SATISFACTION AND DISCHARGE

  
	
   

  
	
  SECTION 401. Satisfaction and Discharge of Indenture

  	
  40

  
	
  SECTION 402. Application of Trust Money

  	
  41

  
	
   

  	
   

  
	
  ARTICLE FIVE

  
	
   

  
	
  REMEDIES

  
	
   

  
	
  SECTION 501. Events of Default

  	
  42

  
	
  SECTION 502. Acceleration of Maturity; Rescission and Annulment

  	
  43

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

  	
  44

  
	
  SECTION 504. Trustee May File Proofs of Claim

  	
  44

  
	
  SECTION 505. Trustee May Enforce Claims Without Possession
  of Securities

  	
  45

  
	
  SECTION 506. Application of Money Collected

  	
  45

  
	
  SECTION 507. Limitation on Suits

  	
  46

  
	
  SECTION 508. Unconditional Right of Holders to Receive
  Principal, Premium and Interest

  	
  47

  
	
  SECTION 509. Restoration of Rights and Remedies

  	
  47

  
	
  SECTION 510. Rights and Remedies Cumulative

  	
  47

  
	
  SECTION 511. Delay or Omission Not Waiver

  	
  47

  
	
  SECTION 512. Control by Holders

  	
  47

  
	
  SECTION 513. Waiver of Past Defaults

  	
  48

  
	
  SECTION 514. Waiver of Stay or Extension Laws

  	
  48

  
	
   

  	
   

  
	
  ARTICLE SIX

  
	
   

  
	
  THE TRUSTEE

  
	
   

  
	
  SECTION 601. Notice of Defaults

  	
  48

  
	
  SECTION 602. Certain Duties, Responsibilities and Rights of
  Trustee

  	
  49

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

  	
  51

  
	
  SECTION 604. May Hold Securities

  	
  51

  
	
  SECTION 605. Money Held in Trust

  	
  52

  
	
  SECTION 606. Compensation and Reimbursement

  	
  52

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

  	
  52

  
	
  SECTION 608. Resignation and Removal; Appointment of Successor

  	
  53

  
	
  SECTION 609. Acceptance of Appointment by Successor

  	
  54

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

  	
  55

  
	
  SECTION 611. Appointment of Authenticating Agent

  	
  56

  



 


ii

















 


	
  ARTICLE SEVEN

  
	
   

  
	
  HOLDERS’ LISTS AND REPORTS
  BY TRUSTEE AND COMPANY

  
	
   

  
	
  SECTION 701. Disclosure of Names and Addresses of Holders

  	
  57

  
	
  SECTION 702. Reports by Trustee

  	
  58

  
	
  SECTION 703. Reports by Company

  	
  58

  
	
   

  	
   

  
	
  ARTICLE EIGHT

  
	
   

  
	
  CONSOLIDATION, MERGER,
  CONVEYANCE, TRANSFER OR LEASE

  
	
   

  
	
  SECTION 801. Company May Consolidate, etc., Only on Certain
  Terms

  	
  59

  
	
  SECTION 802. Successor Person Substituted

  	
  59

  
	
   

  	
   

  
	
  ARTICLE NINE

  
	
   

  
	
  SUPPLEMENTAL INDENTURES

  
	
   

  
	
  SECTION 901. Supplemental Indentures Without Consent of Holders

  	
  60

  
	
  SECTION 902. Supplemental Indentures with Consent of Holders

  	
  61

  
	
  SECTION 903. Execution of Supplemental Indentures

  	
  62

  
	
  SECTION 904. Effect of Supplemental Indentures

  	
  62

  
	
  SECTION 905. Conformity with Trust Indenture Act

  	
  62

  
	
  SECTION 906. Reference in Securities to Supplemental Indentures

  	
  62

  
	
  SECTION 907. Notice of Supplemental Indentures

  	
  62

  
	
  SECTION 908. Effect on Senior Indebtedness

  	
  63

  
	
   

  	
   

  
	
  ARTICLE TEN

  
	
   

  
	
  COVENANTS

  
	
   

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

  	
  63

  
	
  SECTION 1002. Maintenance of Office or Agency

  	
  63

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

  	
  64

  
	
  SECTION 1004. Statement as to Compliance

  	
  66

  
	
  SECTION 1005. Additional Amounts

  	
  66

  
	
  SECTION 1006. Payment of Taxes and Other Claims

  	
  67

  
	
  SECTION 1007. Maintenance of Principal Properties

  	
  67

  
	
  SECTION 1008. Corporate Existence

  	
  67

  
	
  SECTION 1009. Limitation on Liens

  	
  67

  
	
  SECTION 1010. Waiver of Certain Covenants

  	
  69

  
	
   

  	
   

  
	
  ARTICLE ELEVEN

  
	
   

  
	
  REDEMPTION OF SECURITIES

  
	
   

  
	
  SECTION 1101. Applicability of Article

  	
  69

  



 


iii

















 


	
  SECTION 1102. Election to Redeem; Notice to Trustee

  	
  69

  
	
  SECTION 1103. Selection by Trustee of Securities to Be Redeemed

  	
  69

  
	
  SECTION 1104. Notice of Redemption

  	
  70

  
	
  SECTION 1105. Deposit of Redemption Price

  	
  71

  
	
  SECTION 1106. Securities Payable on Redemption Date

  	
  71

  
	
  SECTION 1107. Securities Redeemed in Part

  	
  72

  
	
   

  	
   

  
	
  ARTICLE TWELVE

  
	
   

  
	
  SINKING FUNDS

  
	
   

  
	
  SECTION 1201. Applicability of Article

  	
  72

  
	
  SECTION 1202. Satisfaction of Sinking Fund Payments with
  Securities

  	
  73

  
	
  SECTION 1203. Redemption of Securities for Sinking Fund

  	
  73

  
	
   

  	
   

  
	
  ARTICLE THIRTEEN

  
	
   

  
	
  REPAYMENT AT OPTION OF
  HOLDERS

  
	
   

  
	
  SECTION 1301. Applicability of Article

  	
  74

  
	
  SECTION 1302. Repayment of Securities

  	
  74

  
	
  SECTION 1303. Exercise of Option

  	
  75

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

  	
  75

  
	
  SECTION 1305. Securities Repaid in Part

  	
  76

  
	
   

  	
   

  
	
  ARTICLE FOURTEEN

  
	
   

  
	
  DEFEASANCE AND COVENANT
  DEFEASANCE

  
	
   

  
	
  SECTION 1401. Company’s Option to Effect Defeasance or Covenant
  Defeasance

  	
  76

  
	
  SECTION 1402. Defeasance and Discharge

  	
  76

  
	
  SECTION 1403. Covenant Defeasance

  	
  77

  
	
  SECTION 1404. Conditions to Defeasance or Covenant Defeasance

  	
  77

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

  	
  79

  
	
  SECTION 1406. Reinstatement

  	
  80

  
	
   

  	
   

  
	
  ARTICLE FIFTEEN

  
	
   

  
	
  MEETINGS OF HOLDERS OF
  SECURITIES

  
	
   

  
	
  SECTION 1501. Purposes for Which Meetings May Be Called

  	
  80

  
	
  SECTION 1502. Call, Notice and Place of Meetings

  	
  80

  
	
  SECTION 1503. Persons Entitled to Vote at Meetings

  	
  81

  
	
  SECTION 1504. Quorum; Action

  	
  81

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

  	
  82

  
	
  SECTION 1506. Counting Votes and Recording Action of Meetings

  	
  83

  



 


iv

















 


	
  ARTICLE SIXTEEN

  
	
   

  
	
  SUBORDINATION OF
  SECURITIES

  
	
   

  
	
  SECTION 1601. Agreement to Subordinate

  	
  83

  
	
  SECTION 1602. Distribution on Dissolution, Liquidation and
  Reorganization; Subrogation of Securities

  	
  83

  
	
  SECTION 1603. No Payment on Securities in Event of Default on
  Senior Indebtedness

  	
  85

  
	
  SECTION 1604. Payments on Securities Permitted

  	
  85

  
	
  SECTION 1605. Authorization of Holders to Trustee to Effect
  Subordination

  	
  86

  
	
  SECTION 1606. Notices to Trustee

  	
  86

  
	
  SECTION 1607. Trustee as Holder of Senior Indebtedness

  	
  87

  
	
  SECTION 1608. Modifications of Terms of Senior Indebtedness

  	
  87

  
	
  SECTION 1609. Reliance on Judicial Order or Certificate of Liquidating
  Agent

  	
  87

  
	
  SECTION 1610. Satisfaction and Discharge; Defeasance and
  Covenant Defeasance.

  	
  87

  
	
   

  	
   

  
	
  EXHIBIT A                             FORMS OF CERTIFICATION

  	
   

  



 


v

















 


INDENTURE, dated as of [                           ],
200[  ], between BOSTON SCIENTIFIC CORPORATION, a corporation duly
organized and existing under the laws of the State of Delaware (herein called
the “Company”), having its principal office at One Boston Scientific
Place, Natick, Massachusetts 01760-1537, and JPMORGAN CHASE BANK, N.A., a
national banking association, as Trustee (herein called the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its
unsecured senior or subordinated debentures, notes or other evidences of
indebtedness (herein called the “Securities”), which may be convertible
into or exchangeable for any securities of any Person (including the Company),
to be issued in one or more series as provided in this Indenture.


 


This Indenture is subject to the provisions of the
Trust Indenture Act of 1939, as amended, that are required to be part of
this Indenture and shall, to the extent applicable, be governed by such
provisions.


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE ONE


 


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


 


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


 


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


 


(2)                                  all other terms used herein which are defined
in the Trust Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein, and the terms “cash transaction” and “self-liquidating
paper”, as used in TIA Section 311, shall have the meanings assigned to
them in the rules of the Commission adopted under the Trust Indenture Act;


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


“Authenticating Agent” means any Person appointed by
the Trustee to act on behalf of the Trustee pursuant to Section 611 to
authenticate Securities.


 


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


 


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


 


“Board of Directors” means either the board of
directors of the Company or any duly authorized committee of that board.


 


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


 


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


 


“Clearstream” means Clearstream, société
anonyme, or its successor.


 


2

















 


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


 


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


 


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


 


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


 


“Consolidated Intangibles” means at any time, all
amounts included in the Consolidated Net Worth of the Company at such time
which, in accordance with GAAP, would be classified as intangible assets, net
of accumulated amortization, on a consolidated balance sheet of the Company and
its Subsidiaries, including, without limitation, (a) goodwill, net of
accumulated amortization, (other than negative goodwill), including any amounts
(however designated on the balance sheet) representing the cost of acquisitions
or investments in excess of the sum of (i) underlying net tangible assets
and (ii) purchased research and development to the extent such costs will
be expensed within 12 months of such acquisition or investment, or within 12
months from the time identification of such costs is required, and (b) patents,
trademarks, copyrights and other intangibles, net of accumulated amortization.


 


“Consolidated Net Worth” means at any time, all
amounts which would, in accordance with GAAP, be included under shareholders’
equity or classified as temporary equity, as prescribed by the Financial
Accounting Standards Board or by the Commission (i.e. contingent stock
repurchase obligations), on a consolidated balance sheet of the Company and its
Subsidiaries as at such time, plus special charges (which would be designated
as merger-related charges and expenses in the notes to the Company’s audited
annual consolidated financial statements) incurred in merging of operations
related to mergers and acquisitions.


 


“Consolidated Tangible Assets” means at any date,
the Consolidated Total Assets minus (without duplication) the net book value of
all assets which would be treated as intangible assets, as determined on a
consolidated basis in accordance with GAAP.


 


“Consolidated Total Assets” means, at any date, the
net book value of all assets of the Company and its subsidiaries as determined
on a consolidated basis in accordance with GAAP.


 


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


 


“Conversion Event” means the cessation of use of (i) a
Foreign Currency both by the government of the country which issued such
Currency and by a central bank or other public institution of or within the
international banking community for the settlement of transactions, (ii) the
Euro both within the European Monetary System and for the settlement of
transactions by


 


3

















 


public
institutions of or within the European Union or (iii) any currency unit
(or composite currency) other than the Euro for the purposes for which it was
established.


 


“Corporate Trust Office” means the office of the
Trustee, at which at any particular time its corporate trust business shall principally
be administered, which office on the date of execution of this instrument is
located at 4 New York Plaza, 15th Floor, New York, New York,
Attention:  Worldwide Securities
Services, or such other office or address as the Trustee may designate
from time to time by notice to the Company.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Depositary” means, with respect to Registered
Securities of any series, for which the Company shall determine that such
Registered Securities will be issued in permanent global form, The Depository
Trust Company, New York, New York, another clearing agency, or any successor
registered as a clearing agency under the Exchange Act, or other applicable
statute or regulations, which in each case, shall be designated by the Company
pursuant to Section 301.


 


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


 


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


 


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


 


4

















 


“Euro” means the basic unit of currency among
participating European Union countries, as revised or replaced from time to
time.


 


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


 


“Euroclear” means Euroclear Bank S.A./N.V. as
operator of Euroclear System, and any successor thereto.


 


“European Union” means the European Economic
Community, the European Coal and Steel Community and the European Atomic Energy
Community, as may be modified from time to time.


 


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


 


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


 


“Exchange Act” means the Securities Exchange Act of
1934, as amended.


 


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


 


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


 


“Exchange Rate Officer’s Certificate” means a tested
telex or a certificate setting forth (i) the applicable Market Exchange
Rate and (ii) the Dollar or Foreign Currency amounts of principal (and
premium, if any) and interest, if any (on an aggregate basis and on the basis
of a Security having the lowest denomination principal amount determined in
accordance with Section 302 in the relevant Currency), payable with
respect to a Security of any series on the basis of such Market Exchange
Rate, sent (in the case of a telex) or signed (in the case of a certificate) by
the Treasurer or any Vice President of the Company.


 


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


 


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


 


“Government Obligations” means, unless otherwise
specified with respect to any series of Securities pursuant to Section 301,
securities which are (i) direct obligations of the government which issued
the Currency in which the Securities of a particular series are payable or
(ii) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the government which issued the Currency in which
the Securities of such series are payable, the payment of which is
unconditionally guaranteed by such government, which, in either case, are full
faith and credit obligations of such government payable in such Currency and
are not callable or redeemable at the option of the issuer thereof and shall
also include a depository receipt issued by a bank or trust company as
custodian with respect to any


 


5

















 


such
Government Obligation or a specific payment of interest on or principal of any
such Government Obligation held by such custodian for the account of the holder
of a depository receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to
the holder of such depository receipt from any amount received by the custodian
in respect of the Government Obligation or the specific payment of interest on
or principal of the Government Obligation evidenced by such depository receipt.


 


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


 


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


 


“Indexed Security” means a Security the terms of
which provide that the principal amount thereof payable at Stated Maturity may be
more or less than the principal face amount thereof at original issuance.


 


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


 


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


 


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


 


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


 


6

















 


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


 


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


 


“Officer’s Certificate” means a certificate signed
by the Chairman, the President or a Vice President, and by the 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 be counsel for the Company, including an employee of the
Company, and who shall be acceptable to the Trustee.


 


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


 


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


 


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


 


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


 


7

















 


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


 


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


 


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


 


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


 


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


 


8

















 


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


 


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


 


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


 


“Principal Property” means any plant, warehouse,
technology center or other property, together with the land upon which it is
erected and fixtures comprising a part thereof, owned by the Company or
any Restricted Subsidiary and located in the United States, the gross book
value (without deduction of any reserve for depreciation) of which on the date
as of which the determination is being made is an amount which exceeds 10% of
Consolidated Net Worth, other than any such plant, warehouse, technology center
or other property or any portion thereof (together with the land upon which it
is erected and fixtures comprising a part thereof) which, in the opinion
of the Board of Directors, is not of material importance to the total business
conducted by the Company and its Subsidiaries, taken as a whole.


 


“Receivables” means any accounts receivable of any
Person, including without limitation, any thereof constituting or evidenced by
chattel paper, instruments or intangibles (as defined in the Uniform Commercial
Code of the State of New York), and all proceeds thereof and rights
(contractual and other) and collateral related thereto.


 


“Receivables Transaction” means any transactions or series of
related transactions providing for the financing of Receivables of the Company
or any of its subsidiaries.


 


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


 


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


 


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


 


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


 


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


 


9

















 


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


 


“Responsible Officer”, when used with respect to the
Trustee, shall mean any officer of the Trustee within the Conventional Debt
unit of Worldwide Securities Services (or any successor unit or department) of
the Trustee located at the Corporate Trust Office of the Trustee who has direct
responsibility for administration of this Indenture and, for purposes of Section 601
or subparagraph (3)(b) of the first paragraph of Section 602 hereof,
also includes any other officer to whom such matter is referred because of such
officer’s knowledge of and familiarity with the particular subject.


 


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


 


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


 


“Senior Indebtedness” means the principal of (and
premium, if any) and unpaid interest on (x) indebtedness of the Company
(including indebtedness of others guaranteed by the Company), whether
outstanding on the date hereof or thereafter created, incurred, assumed or
guaranteed, for money borrowed other than (a) any indebtedness of the
Company which when incurred and without respect to any election under Section 1111(b) of
the Federal Bankruptcy Code, was without recourse to the Company, (b) any
Indebtedness of the Company to any of its subsidiaries, (c) Indebtedness
to any employee of the Company, (d) any liability for taxes and (e) Trade
Payables, unless in the instrument creating or evidencing the same or pursuant
to which the same is outstanding it is provided that such indebtedness is not
senior or prior in right of payment to the Securities, and (y) renewals,
extensions, modifications and refundings of any such indebtedness. This definition
may be modified or superceded by a supplemental indenture.


 


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


 


“Stated Maturity”, when used with respect to any
Security or any installment of principal thereof or interest thereon, means the
date specified in such Security or a coupon representing such installment of
interest as the fixed date on which the principal of such Security or such
installment of principal or interest is due and payable, as such date may be
extended pursuant to the provisions of Section 308.


 


“Subsidiary” means any corporation of which at the
time of determination the Company, directly and/or indirectly through one or
more Subsidiaries, owns more than 50% of the shares of Voting Stock.


 


10

















 


“Trade Payables” means accounts payable or any other
indebtedness or monetary obligations to trade creditors created or assumed by
the Company or any Subsidiary of the Company in the ordinary course of business
in connection with the obtaining of materials or services.


 


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


 


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


 


“United States” means, unless otherwise specified
with respect to any Securities pursuant to Section 301, the United States
of America (including the states and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction.


 


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


 


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


 


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


 


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


 


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


 


SECTION 102. Compliance Certificates
and Opinions. Upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, the Company shall
furnish to the Trustee an Officer’s Certificate stating that all conditions
precedent, if any, provided for in this Indenture (including any covenant
compliance with which constitutes a condition precedent) 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


 


11

















 


which
the furnishing of such documents is specifically required by any provision of
this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.


 


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


 


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


 


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


 


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


 


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


 


SECTION 103. Form of Documents
Delivered to Trustee. In any case where several matters are required to be
certified by, or covered by an opinion of, any specified 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 as to some
matters and one or more other such Persons as to other matters, and any such
Person may certify or give an opinion as to such matters in one or several
documents.


 


Any certificate or opinion of an officer of the
Company may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the matters upon which his or her
certificate or opinion is based are erroneous. Any such certificate or opinion
of counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information as 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
as 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. Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders of the
Outstanding Securities of all series or one or more series, as the case may be,
may be


 


12

















 


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


 


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


 


(b)                                 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.


 


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


 


13

















 


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


 


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


 


SECTION 105. Notices, etc. to Trustee
and Company. Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other 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, Attention:  Worldwide
Securities Services, 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 delivery service, to the Company addressed to it at the address
of its principal office specified in the first paragraph of this Indenture or
at any other address previously furnished in writing to the Trustee by the
Company.


 


SECTION 106. Notice to Holders;
Waiver. Where this Indenture provides for notice of any event to Holders of
Registered Securities by the Company or the Trustee, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each such Holder affected by
such event, at his address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest


 


14

















 


date,
prescribed for the giving of such notice. In any case where notice to Holders
of Registered Securities is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders of
Registered Securities or the sufficiency of any notice to Holders of Bearer
Securities given as provided herein. Any notice mailed to a Holder in the
manner herein prescribed shall be conclusively deemed to have been received by
such Holder, whether or not such Holder actually receives such notice.


 


If by reason of the suspension of or irregularities
in regular mail service or by reason of any other cause, it shall be
impractical to mail notice of any event to Holders of Registered Securities
when such notice is required to be given pursuant to any provision of this
Indenture, then any manner of giving such notice as shall be satisfactory to
the Trustee shall be deemed to be sufficient giving of such notice for every
purpose hereunder.


 


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


 


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


 


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


 


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


 


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


 


15

















 


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


 


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


 


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


 


SECTION 111. Governing Law. THIS
INDENTURE, THE SECURITIES AND THE COUPONS SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THIS INDENTURE IS SUBJECT TO
THE PROVISIONS OF THE TRUST INDENTURE ACT THAT ARE REQUIRED TO BE PART OF
THIS INDENTURE AND SHALL, TO THE EXTENT APPLICABLE, BE GOVERNED BY SUCH
PROVISIONS.


 


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


 


SECTION 113. No Recourse. No
recourse for the payment of the principal of or premium, if any, or interest on
any Security or any coupons appertaining thereto, or for any claim based
thereon or otherwise in respect thereof, and no recourse under or upon any
obligation, covenant or agreement of the Company in this Indenture or in any
supplemental indenture, or in any Security or any coupons appertaining thereto,
or because of the creation of any indebtedness represented thereby, shall be
had against any director, officer, employee, or stockholder as such, past,
present or future, of the Company or any of its Affiliates or any successor
Person of the Company, either directly or through the Company or any of its
Affiliates or any successor Person of the Company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such
liability is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of the
Securities.


 


16

















 


ARTICLE TWO


 


SECURITY FORMS


 


SECTION 201. Forms Generally. The
Registered Securities, if any, of each series and the Bearer Securities,
if any, of each series and related coupons shall be in substantially the
forms as shall be established by, or pursuant to a Board Resolution or, subject
to Section 303, set forth in, or determined in the manner provided in, an
Officer’s Certificate pursuant to a Board Resolution, or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities
or coupons, as evidenced by their execution of the Securities or coupons. If
the forms of Securities or coupons of any series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or Assistant Secretary of the
Company, and delivered to the Trustee at or prior to the delivery of the
Company Order contemplated by Section 303 for the authentication and
delivery of such Securities or coupons. Any portion of the text of any Security
may be set forth on the reverse thereof, with an appropriate reference
thereto on the face of the Security.


 


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


 


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


 


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


 


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


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


Dated:  


 


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


 


	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  
				



 


17

















 


SECTION 203. Securities Issuable in
Global Form. If Securities of or within a series are issuable in
global form, as specified as contemplated by Section 301, then,
notwithstanding clause (8) of Section 301, any such Security shall
represent such of the Outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate
amount of Outstanding Securities of such series from time to time endorsed
thereon and that the aggregate amount of Outstanding Securities of such series represented
thereby may from time to time be increased or decreased to reflect
exchanges. Any endorsement of a Security in global form to reflect the
amount, or any increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Trustee in such manner and upon
instructions given by such Person or Persons as shall be specified therein or
in the Company Order to be delivered to the Trustee pursuant to Section 303
or Section 304. Subject to the provisions of Section 303 and, if
applicable, Section 304, the Trustee shall deliver and redeliver any
Security in permanent global form in the manner and upon instructions
given by the Person or Persons specified therein or in the applicable Company
Order. If a Company Order pursuant to Section 303 or Section 304 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement or delivery or redelivery of a Security in global form shall
be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel.


 


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


 


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


 


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


 


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ARTICLE THREE


 


THE SECURITIES


 


SECTION 301. Amount Unlimited; Issuable
in Series. The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities may be
subordinated in right of payment to Senior Indebtedness as provided in Article Sixteen.


 


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


 


(1)                                  the form and title of the Securities of
the series (which shall distinguish the Securities of the series from
all other series of Securities) and whether such Securities are senior or
subordinated;


 


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


 


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


 


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


 


(5)                                  the place or places, if any, other than or in
addition to the Borough of Manhattan, The City of New York, where the principal
of (and premium, if any) and interest, if any, on Securities of the series shall
be payable, where any Registered Securities of the series may be
surrendered for registration of transfer, where Securities of the series may be
surrendered for exchange, where Securities of the series that are
convertible or exchangeable may be surrendered for conversion or exchange,
as


 


19

















 


applicable and, if different than the location specified in Section 106,
the place or places where notices or demands to or upon the Company in respect
of the Securities of the series and this Indenture may be served;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


20

















 


so payable, in each case in accordance with, in addition to or in lieu
of any of the provisions of Section 312;


 


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


 


(15)                            the applicability, if any, of Sections 1402 and/or 1403 to the
Securities of the series and any provisions in modification of, in
addition to or in lieu of any of the provisions of Article Fourteen that
shall be applicable to the Securities of the series;


 


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


 


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


 


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


 


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


 


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


 


(21)                            if Securities of the series are to be issuable in definitive form (whether
upon original issue or upon exchange of a temporary Security of such series)
only upon


 


21

















 


receipt of certain certificates or other documents or satisfaction of
other conditions, the form and/or terms of such certificates, documents or
conditions;


 


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


 


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


 


(24)                            if the Securities of the series are to be convertible into or
exchangeable for any securities of any Person (including the Company), the
terms and conditions upon which such Securities will be so convertible or
exchangeable;


 


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


 


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


 


All Securities of any one series and the
coupons appertaining to any Bearer Securities of such series shall be
substantially identical except, in the case of Registered Securities, as to
denomination and except as may otherwise be provided in or pursuant to
such Board Resolution or pursuant to authority granted by one or more Board
Resolutions (subject to Section 303) and set forth in such Officer’s
Certificate or in any such indenture supplemental hereto. Not all Securities of
any one series need be issued at the same time, and, unless otherwise
provided, a series may be reopened, without the consent of the
Holders, for issuances of additional Securities of such series.


 


If any of the terms of the series are
established by action taken pursuant to one or more Board Resolutions or
pursuant to authority granted by one or more Board Resolutions, such Board
Resolutions shall be delivered to the Trustee at or prior to the issuance of
the first Security of such series.


 


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


 


22

















 


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


 


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


 


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


 


In authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating in effect (subject to
customary exceptions):


 


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


 


23

















 


(b)                                 that the terms of such Securities and any
coupons have been established in conformity with the provisions of this
Indenture;


 


(c)                                  that such Securities, together with any
coupons appertaining thereto, when completed by appropriate insertions and
executed and delivered by the Company to the Trustee for authentication in
accordance with this Indenture, authenticated and delivered by the Trustee in
accordance with this Indenture and issued by the Company in the manner and
subject to any conditions specified in such Opinion of Counsel, will be the
legal, valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting creditors’ rights generally (including without limitation on all laws
relating to fraudulent transfers), to general principles of equity;


 


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


 


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


 


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


 


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


 


The Trustee shall not be required to authenticate
and deliver any such Securities if the 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.


 


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


 


No Security or coupon shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless
there appears on such Security a certificate of authentication substantially in
the form provided for herein duly executed by the Trustee by manual
signature of an authorized officer, and such certificate upon any Security
shall be


 


24





















 


conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder and is entitled to the benefits of this Indenture.


 


Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by
the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 310 together with a written statement
(which need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel) stating that such Security has never been issued and sold
by the Company, for all purposes of this Indenture such Security shall be
deemed never to have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Indenture.


 


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


 


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


 


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


 


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


 


25





















 


equal
to the principal amount of such temporary global Security, executed by the
Company. On or after the Exchange Date such temporary global Security shall be
surrendered by the Common Depositary to the Trustee, as the Company’s agent for
such purpose, to be exchanged, in whole or from time to time in part, for
definitive Securities without charge and the Trustee shall authenticate and
deliver, in exchange for each portion of such temporary global Security, an
equal aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such temporary
global Security to be exchanged. The definitive Securities to be delivered in
exchange for any such temporary global Security shall be in bearer form,
registered form, permanent global bearer form or permanent global
registered form, or any combination thereof, as specified as contemplated by Section 301,
and, if any combination thereof is so specified, as requested by the beneficial
owner thereof; provided, however, that, unless otherwise specified in such
temporary global Security, upon such presentation by the Common Depositary,
such temporary global Security is accompanied by a certificate dated the
Exchange Date or a subsequent date and signed by Euroclear as to the portion of
such temporary global Security held for its account then to be exchanged and a
certificate dated the Exchange Date or a subsequent date and signed by
Clearstream as to the portion of such temporary global Security held for its
account then to be exchanged, each in the form set forth in Exhibit A-2
to this Indenture (or in such other form as may be established
pursuant to Section 301); and provided further that definitive Bearer
Securities shall be delivered in exchange for a portion of a temporary global
Security only in compliance with the requirements of Section 303.


 


Unless otherwise specified in such temporary global
Security, the interest of a beneficial owner of Securities of a series in
a temporary global Security shall be exchanged for definitive Securities of the
same series and of like tenor following the Exchange Date when the account
holder instructs Euroclear or Clearstream, as the case may be, to request
such exchange on his behalf and delivers to Euroclear or Clearstream, as the
case may be, a certificate in the form set forth in Exhibit A-1
to this Indenture (or in such other form as may be established pursuant
to Section 301), dated no earlier than 15 days prior to the Exchange Date,
copies of which certificate shall be available from the offices of Euroclear
and Clearstream, the Trustee, any Authenticating Agent appointed for such series of
Securities and each Paying Agent. Unless otherwise specified in such temporary
global Security, any such exchange shall be made free of charge to the
beneficial owners of such temporary global Security, except that a Person
receiving definitive Securities must bear the cost of insurance, postage,
transportation and the like in the event that such Person does not take
delivery of such definitive Securities in person at the offices of Euroclear or
Clearstream. Definitive Securities in bearer form to be delivered in
exchange for any portion of a temporary global Security shall be delivered only
outside the United States.


 


Until exchanged in full as hereinabove provided, the
temporary Securities of any series shall in all respects be entitled to
the same benefits under this Indenture as definitive Securities of the same series and
of like tenor authenticated and delivered hereunder, except that, unless
otherwise specified as contemplated by Section 301, interest payable on a
temporary global Security on an Interest Payment Date for Securities of such series occurring
prior to the applicable Exchange Date shall be payable to Euroclear and
Clearstream on such Interest Payment Date upon delivery by Euroclear and
Clearstream to the Trustee of a certificate or certificates in the form set
forth in Exhibit A-2 to this Indenture (or in such other form as may be
established pursuant to Section 301), for credit without further interest
thereon on or after such


 


26





















 


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


 


SECTION 305. Registration,
Registration of Transfer and Exchange. The Company or the Trustee shall
cause to be kept at the Corporate Trust Office of the Trustee a register for
each series of Securities (the registers maintained in the Corporate Trust
Office of the Trustee and in any other office or agency of the Company in a
Place of Payment being herein sometimes referred to collectively as the “Security
Register”) in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Registered Securities and of
transfers of Registered Securities; provided, however, that there shall be only
one Security Register per series of Securities. The Security Register
shall be in written form or any other form capable of being converted
into written form within a reasonable time. At all reasonable times, the
Security Register shall be open to inspection by the Trustee. The Trustee is
hereby initially appointed as security registrar (the “Security Registrar”) for
the purpose of registering Registered Securities and transfers of Registered
Securities as herein provided.


 


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


 


At the option of the Holder, Registered Securities
of any series may be exchanged for other Registered Securities of the
same series, of any authorized denomination and of a like aggregate principal
amount, upon surrender of the Registered Securities to be exchanged at such
office or agency. Whenever any Registered Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Registered Securities which the Holder making the exchange is
entitled to receive. Unless otherwise specified with


 


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respect
to any series of Securities as contemplated by Section 301, Bearer
Securities may not be issued in exchange for Registered Securities.


 


If (but only if) expressly permitted in or pursuant
to the applicable Board Resolution and (subject to Section 303) set forth
in the applicable Officer’s Certificate, or in any indenture supplemental
hereto, delivered as contemplated by Section 301, at the option of the
Holder, Bearer Securities of any series may be exchanged for Registered
Securities of the same series of any authorized denomination and of a like
aggregate principal amount and tenor, upon surrender of the Bearer Securities
to be exchanged at any such office or agency, with all unmatured coupons and
all matured coupons in default thereto appertaining. If the Holder of a Bearer
Security is unable to produce any such unmatured coupon or coupons or matured
coupon or coupons in default, any such permitted exchange may be effected
if the Bearer Securities are accompanied by payment in funds acceptable to the
Company in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived
by the Company and the Trustee if there is furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent
harmless. If thereafter the Holder of such Security shall surrender to any
Paying Agent any such missing coupon in respect of which such a payment shall
have been made, such Holder shall be entitled to receive the amount of such
payment; provided, however, that, except as otherwise provided in Section 1002,
interest represented by coupons shall be payable only upon presentation and
surrender of those coupons at an office or agency located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series is
surrendered at any such office or agency in a permitted exchange for a
Registered Security of the same series and like tenor after the close of
business at such office or agency on (i) any Regular Record Date and
before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the
opening of business at such office or agency on the related proposed date for
payment of Defaulted Interest, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date or proposed date for
payment, as the case may be, and interest or Defaulted Interest, as the
case may be, will not be payable on such Interest Payment Date or proposed
date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such coupon when due in accordance with the provisions of this
Indenture.


 


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


 


Notwithstanding the foregoing, except as otherwise
specified as contemplated by Section 301, any permanent global Security
shall be exchangeable only as provided in this paragraph. If any beneficial
owner of an interest in a permanent global Security is entitled to exchange
such interest for Securities of such series and of like tenor and
principal amount of another authorized form and denomination, as specified
as contemplated by Section 301 and provided that any applicable notice
provided in the permanent global Security shall have been given, then without
unnecessary delay but in any event not later than the earliest date on which
such interest may be so exchanged, the Company shall deliver to the
Trustee definitive Securities in aggregate principal amount equal to the
principal amount of such beneficial owner’s interest in


 


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


 


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


 


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


 


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


 


If at any time the Depositary for any permanent
global Registered Securities of any series notifies the Company that it is
unwilling or unable to continue as Depositary for such


 


29





















 


permanent
global Registered Securities or if at any time the Depositary for such
permanent global Registered Securities shall no longer be eligible under
applicable law, the Company shall appoint a successor Depositary eligible under
applicable law with respect to such permanent global Registered Securities. If
a successor Depositary eligible under applicable law for such Registered Global
Securities is not appointed by the Company within 90 days after the Company receives
such notice or becomes aware of such ineligibility, the Company will execute,
and the Trustee, upon receipt of the Company’s order for the authentication and
delivery of definitive Registered Securities of such series and tenor,
will authenticate and deliver such definitive Registered Securities of such series and
tenor, in any authorized denominations, in an aggregate principal amount equal
to the principal amount of such permanent global Registered Securities, in
exchange for such permanent global Registered Securities.


 


The Company may at any time and in its sole
discretion determine that any permanent global Registered Securities of any series shall
no longer be maintained in global form. In such event the Company will execute,
and the Trustee, upon receipt of the Company’s order for the authentication and
delivery of definitive Registered Securities of such series and tenor,
will authenticate and deliver, definitive Registered Securities of such series and
tenor in any authorized denominations, in an aggregate principal amount equal
to the principal amount of such permanent global Registered Securities, in
exchange for such permanent global Registered Securities.


 


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


 


The Trustee shall have no obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on
transfer that may be imposed under this Indenture with respect to the
Securities of any series pursuant to the terms thereof established as
contemplated by Section 301 or under applicable law with respect to any
transfer of any interest in any such Security (including any transfers between
or among any depositary (including any Depositary or Common Depositary), or its
nominee, as a Holder of a Security issued in global form, any participants in
such depositary or owners or holders of beneficial interests in any such global
Security) other than to require delivery of such certificates and other documentation
or evidence as are expressly required by, and to do so if and when expressly
required by, the terms of such


 


30





















 


Securities
if and as may be so established in respect of such Securities, and to
examine the same to determine substantial compliance as to form with the
express requirements thereof.


 


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


 


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


 


Notwithstanding the provisions of the previous two
paragraphs, in case any such mutilated, destroyed, lost or stolen Security or
coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, with coupons corresponding
to the coupons, if any, appertaining to such mutilated, destroyed, lost or
stolen Security or to the Security to which such mutilated, destroyed, lost or
stolen coupon appertains, pay such Security or coupon; provided, however, that
payment of principal of (and premium, if any) and interest, if any, 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 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 mutilated,
destroyed, lost or stolen Security or in exchange for a Security to which a
mutilated, destroyed, lost or stolen coupon appertains, shall constitute an
original additional contractual obligation of the Company, whether or not the
mutilated, destroyed, lost or stolen Security and its coupons, if any, or the
mutilated, destroyed, lost or stolen coupon shall be


 


31





















 


at
any time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of
that series and their coupons, if any, duly issued hereunder.


 


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


 


SECTION 307. Payment of Interest;
Interest Rights Preserved; Optional Interest Reset. (a)  Except as
otherwise specified with respect to a series of Securities in accordance
with the provisions of Section 301, interest, if any, on any Registered
Security that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name such Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest at the office or agency of the
Company maintained for such purpose pursuant to Section 1002; provided,
however, that each installment of interest, if any, on any Registered Security may at
the Company’s option be paid by (i) mailing a check for such interest,
payable to or upon the written order of the Person entitled thereto pursuant to
Section 309, to the address of such Person as it appears on the Security
Register or (ii) transfer to an account maintained by the payee with a bank
located in the United States.


 


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


 


Any interest on any Registered Security of any series that
is payable, but is not punctually paid or duly provided for, on any Interest
Payment Date 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 and, if applicable, interest on such defaulted interest (to the extent
lawful) at the rate specified in the Securities of such series (such
defaulted interest and, if applicable, interest thereon herein collectively
called “Defaulted Interest”) may be paid by the Company, at its election
in each case, as provided in clause (1) or (2) below:


 


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


 


32





















 


Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than 10
days prior to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date and, in the name
and at the expense of the Company, shall cause notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor to be given in
the manner provided in Section 106, not less than 10 days prior to such
Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been so given, such Defaulted
Interest shall be paid to the Persons in whose name the Registered Securities
of such series (or their respective Predecessor Securities) are registered
at the close of business on such Special Record Date and shall no longer be
payable pursuant to the following clause (2).


 


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


 


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


 


Notwithstanding the foregoing, not later than 20
days prior to the Optional Reset Date, the Company may, at its option, revoke
the interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable) provided for in the Reset Notice and establish an
interest rate (or a spread or spread multiplier used to calculate such interest
rate, if applicable) that is higher than the interest rate (or the spread or
spread multiplier, if applicable) provided for in the Reset Notice, for the
Subsequent Interest Period by causing the Trustee to transmit, in the manner
provided for in Section 106, notice of such higher interest rate (or such
higher spread or spread multiplier, if applicable) to the Holder of such
Security. Such notice shall be irrevocable. All Securities with respect to
which the interest rate (or the spread or spread multiplier used to


 


33





















 


calculate
such interest rate, if applicable) is reset on an Optional Reset Date, and with
respect to which the Holders of such Securities have not tendered such
Securities for repayment (or have validly revoked any such tender) pursuant to
the next succeeding paragraph, will bear such higher interest rate (or such
higher spread or spread multiplier, if applicable).


 


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


 


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


 


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


 


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


 


34





















 


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


 


SECTION 309. Persons Deemed Owners.
Prior to due presentment of a Registered Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Registered Security is registered as the owner of
such Registered Security for the purpose of receiving payment of principal of
(and premium, if any) and (subject to Sections 305 and 307) interest, if any,
on such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and none of the Company, the Trustee or any agent of the
Company or the Trustee shall be affected by notice to the contrary.


 


Title to any Bearer Security and any coupons
appertaining thereto shall pass by delivery. The Company, the Trustee and any
agent of the Company or the Trustee may treat the bearer of any Bearer
Security and the bearer of any coupon as the absolute owner of such Security or
coupon for the purpose of receiving payment thereof or on account thereof and
for all other purposes whatsoever, whether or not such Security or coupons be
overdue, and none of the Company, the Trustee or any agent of the Company or
the Trustee shall be affected by notice to the contrary.


 


None of the Company, the Trustee, any Paying Agent
or the Security Registrar shall have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests of a Security in global form or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests. The Company, the Trustee and the Securities Registrar shall be
entitled to deal with any depositary (including any Depositary or Common
Depositary), and any nominee thereof, that is the Holder of any such global
Security for all purposes of this Indenture relating to such global Security
(including the payment of principal, premium, if any, and interest and
Additional Amounts, if any, and the giving of instructions or directions by or
to the owner or holder of a beneficial ownership interest in such global
Security) as the sole Holder of such global Security and shall have no
obligations to the beneficial owners thereof. None of the Company, the Trustee,
any Paying Agent or the Security Registrar shall have any responsibility or
liability for any acts or omissions of any such depositary with respect to such
global Security, for the records of any such depositary, including records in
respect of beneficial ownership interests in respect of any such global
Security, for any transactions between such depositary and any participant in
such depositary or between or among any such depositary, any such participant
and/or any holder or owner of a beneficial interest in such global Security or
for any transfers of beneficial interests in any such global Security.


 


35





















 


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


 


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


 


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


 


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


 


(b)                                 It may be provided pursuant to Section 301
with respect to Registered Securities of any series that Holders shall
have the option, subject to paragraphs (d) and (e) below, to receive
payments of principal of (or premium, if any) or interest, if any, on such
Registered Securities in any of the Currencies which may be designated for
such election by delivering to the Trustee a written election with signature
guarantees and in the applicable form established pursuant to Section 301,
not later than the close of business on the Election Date


 


36





















 


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


 


(c)                                  Unless otherwise specified pursuant to Section 301,
if the election referred to in paragraph (b) above has been provided for
pursuant to Section 301, then, unless otherwise specified pursuant to Section 301,
not later than the fourth Business Day after the Election Date for each payment
date for Registered Securities of any series, the Exchange Rate Agent will
deliver to the Company a written notice specifying, in the Currency in which
Registered Securities of such series are payable, the respective aggregate
amounts of principal of (and premium, if any) and interest, if any, on the
Registered Securities to be paid on such payment date, specifying the amounts
in such Currency so payable in respect of the Registered Securities as to which
the Holders of Registered Securities of such series shall have elected to
be paid in another Currency as provided in paragraph (b) above. If the
election referred to in paragraph (b) above has been provided for pursuant
to Section 301 and if at least one Holder has made such election, then,
unless otherwise specified pursuant to Section 301, on the second Business
Day preceding such payment date the Company will deliver to the Trustee for
such series of Registered Securities an Exchange Rate Officer’s
Certificate in respect of the Dollar or Foreign Currency payments to be made on
such payment date. Unless otherwise specified pursuant to Section 301, the
Dollar or Foreign Currency amount receivable by Holders of Registered
Securities who have elected payment in a Currency as provided in paragraph (b) above
shall be determined by the Company on the basis of the applicable Market
Exchange Rate in effect on the third Business Day (the “Valuation Date”)
immediately preceding each payment date, and such determination shall be
conclusive and binding for all purposes, absent manifest error.


 


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


 


37





















 


than
a currency unit, the Dollar Equivalent of the Foreign Currency or, in the case
of a currency unit, the Dollar Equivalent of the Currency Unit, in each case as
determined by the Exchange Rate Agent in the manner provided in paragraph (f) or
(g) below.


 


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


 


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


 


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


 


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


 


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


 


A “Specified Amount” of a Component
Currency shall mean the number of units of such Component Currency or fractions
thereof which were represented in the relevant currency unit, including, but
not limited to, the Euro, on the Conversion Date. If after the Conversion Date
the official unit of any Component Currency is altered by way of combination or
subdivision, the Specified Amount of such Component Currency shall be divided
or multiplied in the same proportion. If after the Conversion Date two or more
Component Currencies are consolidated into a single currency, the respective
Specified Amounts of such Component Currencies shall be replaced by an amount
in such single Currency equal to the sum of the respective Specified Amounts of
such consolidated Component Currencies expressed in such single Currency, and
such amount shall thereafter be a Specified Amount and such single Currency
shall thereafter be a Component Currency. If after the Conversion Date any
Component Currency shall be divided into two or more currencies, the Specified
Amount of such Component Currency shall be replaced by amounts of such two or
more currencies, having an aggregate Dollar Equivalent value at the Market
Exchange Rate on the date of such replacement equal to the Dollar Equivalent
value of the Specified Amount of such former Component Currency at the Market
Exchange Rate immediately before such division and such


 


38





















 


amounts shall thereafter be Specified Amounts and
such currencies shall thereafter be Component Currencies. If, after the
Conversion Date of the relevant currency unit, including, but not limited to,
the Euro, a Conversion Event (other than any event referred to above in this
definition of “Specified Amount”) occurs with respect to any Component Currency
of such currency unit and is continuing on the applicable Valuation Date, the
Specified Amount of such Component Currency shall, for purposes of calculating
the Dollar Equivalent of the Currency Unit, be converted into Dollars at the
Market Exchange Rate in effect on the Conversion Date of such Component
Currency.


 


“Election Date” shall mean
the date for any series of Registered Securities as specified pursuant to
clause (13) of Section 301 by which the written election referred to in Section 312(b) above
may be made.


 


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


 


In the event that the Company determines in good
faith that a Conversion Event has occurred with respect to a Foreign Currency,
the Company will immediately give written notice thereof to the Trustee and to
the Exchange Rate Agent (and the Trustee will promptly thereafter give notice
in the manner provided for in Section 106 to the affected Holders)
specifying the Conversion Date. In the event the Company so determines that a
Conversion Event has occurred with respect to the Euro or any other currency
unit in which Securities are denominated or payable, the Company will
immediately give written notice thereof to the Trustee and to the Exchange Rate
Agent (and the Trustee will promptly thereafter give notice in the manner
provided for in Section 106 to the affected Holders) specifying the
Conversion Date and the Specified Amount of each Component Currency on the
Conversion Date. In the event the Company determines in good faith that any
subsequent change in any Component Currency as set forth in the definition of
Specified Amount above has occurred, the Company will similarly give written
notice to the Trustee and the Exchange Rate Agent. The Trustee shall be fully
justified and protected in relying and acting upon information received by it
from the Company and the Exchange Rate Agent and shall not otherwise have any
duty or obligation to determine the accuracy or validity of such information
independent of the Company or the Exchange Rate Agent.


 


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


 


39





















 


applicable,
for the purpose of converting the issued Currency into the applicable payment
Currency for the payment of principal (and premium, if any) and interest, if
any, pursuant to Section 312.


 


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


 


(c)                                  If the Exchange Rate Agent shall resign, be
removed or become incapable of acting, or if a vacancy shall occur in the
office of the Exchange Rate Agent for any cause with respect to the Securities
of one or more series, the Company, by or pursuant to a Board Resolution, shall
promptly appoint a successor Exchange Rate Agent or Exchange Rate Agents with
respect to the Securities of that or those series (it being understood
that any such successor Exchange Rate Agent may be appointed with respect
to the Securities of one or more or all of such series and that, unless
otherwise specified pursuant to Section 301, at any time there shall only
be one Exchange Rate Agent with respect to the Securities of any particular series that
are originally issued by the Company on the same date and that are initially
denominated and/or payable in the same Currency).


 


ARTICLE FOUR


 


SATISFACTION AND DISCHARGE


 


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


 


(1)                                  either


 


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


 


40





















 


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


 


(i)                                     have become due and payable, or


 


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


 


(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 irrevocably deposited or caused to be deposited with the Trustee as trust
funds in trust for such purpose an amount in the Currency in which the
Securities of such series are payable, sufficient to pay and discharge the
entire indebtedness on such Securities not theretofore delivered to the Trustee
for cancellation, for principal (and premium, if any) and interest, if any, to
the date of such deposit (in the case of Securities which have become due and
payable) or to the Stated Maturity or Redemption Date, as the case may be;


 


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


 


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


 


Notwithstanding the satisfaction and discharge of
this Indenture, the obligations of the Company to the Trustee under Section 606,
the obligations of the Trustee to any Authenticating Agent under Section 611
and, if money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under Section 402
and the last paragraph of Section 1003, the last sentence of Section 1005,
and the penultimate paragraph of Section 1405 shall survive.


 


SECTION 402. Application of Trust
Money. Subject to the provisions of the last paragraph of Section 1003,
all money deposited with the Trustee pursuant to Section 401 shall be held
in trust and applied by it, in accordance with the provisions of the
Securities, the coupons and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the
principal (and premium, if any) and interest, if any, for whose payment such
money has been deposited with the Trustee; but such money need not be
segregated from other funds except to the extent required by law. Money so held
in trust (i) is not subject to Article Sixteen and (ii) is
subject to the Trustee’s rights under Section 606.


 


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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 or 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 any interest on any
Security of that series, or any related coupon, when such interest or coupon
becomes due and payable, and continuance of such default for a period of 30
days; or


 


(2)                                  default in the payment of the principal of
(or premium, if any, on) any Security of that series at its Maturity; or


 


(3)                                  default in the deposit of any sinking fund
payment, when and as due by the terms of the Securities of that series and
Article Twelve; or


 


(4)                                  default in the performance, or breach, of any
covenant or agreement of the Company in this Indenture which affects or is
applicable to the Securities of that series (other than a default in the
performance, or breach of a covenant or agreement which is specifically dealt
with elsewhere in this Section), 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 25% in principal amount of all 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)                                  the entry of a decree or order by a court
having jurisdiction in the premises adjudging the Company as bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company under
the Federal Bankruptcy Code or any other applicable federal or state law, or
appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator
(or other similar official) of the Company or of any substantial part of
its property, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order unstayed and in effect for a period of
90 consecutive days; or


 


(6)                                  the institution by the Company of proceedings
to be adjudicated a bankrupt or insolvent, or the consent by it to the
institution of bankruptcy or insolvency proceedings against it, or the filing
by it of a petition or answer or consent seeking reorganization or relief under
the Federal Bankruptcy Code or any other applicable federal or state law, or
the consent by it to the filing of any such petition or to the appointment of a
custodian, receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Company or of any substantial part of its property,
or the making


 


42





















 


by it of an assignment for the benefit of creditors, or the admission
by it in writing of its inability to pay its debts generally as they become
due; or


 


(7)                                  any other Event of Default provided pursuant
to Section 301 or 901 with respect to Securities of that series.


 


SECTION 502. Acceleration of
Maturity; Rescission and Annulment. If an Event of Default described in
clause (1), (2), (3), (4) or (7) of Section 501 with respect to
Securities of any series at the time Outstanding occurs and is continuing,
then in every such case the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities of that series may declare
the principal amount (or, if the Securities of that series are Original
Issue Discount Securities or Indexed Securities, such portion of the principal
amount as may be specified in the terms of that series) of all of the
Securities of that series to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon
any such declaration such principal amount (or specified portion thereof) shall
become immediately due and payable. If an Event of Default specified in
Sections 501(5) or 501(6) occurs and is continuing, then the
principal amount of all the Securities then Outstanding (or, if any such
Securities are Original Issue Discount Securities or Indexed Securities, such
portion of the principal amount as may be specified in the terms of that
series) shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder.


 


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


 


(1)                                  the Company has paid or deposited with the
Trustee a sum sufficient to pay in the Currency in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301
for the Securities of such series and except, if applicable, as provided
in Sections 312(b), 312(d) and 312(e)),


 


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


 


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


 


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


 


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


 


43





















 


(2)                                  all Events of Default with respect to
Securities of that series (or of all series, as the case may be),
other than the non-payment of amounts of principal of (or premium, if any, on)
or interest on Securities of that series (or of all series, as the case may be)
which have become due solely by such declaration of acceleration, have been
cured or waived as provided in Section 513. No such rescission shall
affect any subsequent default or impair any right consequent thereon.


 


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


 


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


 


(2)                                  default is made in the payment of the
principal of (or premium, if any, on) any Security at the Maturity thereof and
such default continues for a period of 5 Business Days,


 


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


 


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


 


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


 


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


 


44





















 


any
demand on the Company for the payment of overdue principal, premium, if any, or
interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise,


 


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


 


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


 


and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 606.


 


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


 


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


 


SECTION 506. Application of Money
Collected. Any money collected by the Trustee pursuant to this Article and
any money or other property distributable in respect of the Company’s
obligations under this Indenture after an Event of Default shall be applied in
the following order, at the date or dates fixed by the Trustee and, in case of
the distribution of such money on account of principal (or premium, if any) or
interest, if any, upon presentation of the Securities or coupons, or both, 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
(including any predecessor Trustee) under Section 606;


 


45





















 


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


 


Third:  To the payment of the balance, if any, to the
Person or Persons designated in writing by the Company.


 


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


 


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


 


(2)                                  the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series in the case of any
Event of Default described in clause (1), (2), (3), (4), or (7) of Section 501,
or, in the case of any Event of Default described in clause (5) or (6) of
Section 501, the Holders of not less than 25% in principal amount of all
Outstanding Securities, 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 satisfactory to it against the costs, expenses and
liabilities to be incurred in compliance with such request;


 


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


 


(5)                                  no direction inconsistent with such written
request has been given to the Trustee during such 60-day period by the Holders
of a majority or more in principal amount of the Outstanding Securities of that
series in the case of any Event of Default described in clause (1), (2),
(3), (4) or (7) of Section 501, or, in the case of any Event of
Default described in clause (5) or (6) of Section 501, by the
Holders of a majority or more in principal amount of all Outstanding
Securities;


 


it
being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders of Securities of the same series, in the case of any Event of Default
described in clause (1), (2), (3), (4) or (7) of Section 501, or
of Holders of all Securities in the case of any Event of Default described in
clause (5) or (6) of Section 501, or to obtain or to seek to
obtain priority or preference over any other of such Holders or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all Holders of Securities of the same series, in
the case of any Event of Default


 


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described
in clause (1), (2), (3), (4) or (7) of Section 501, or of
Holders of all Securities in the case of any Event of Default described in
clause (5) or (6) of Section 501.


 


SECTION 508. Unconditional Right of
Holders to Receive Principal, Premium and Interest. Notwithstanding any
other provision in this Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment, as provided
herein (including, if applicable, Article Fourteen) and in such Security,
of the principal of (and premium, if any) and (subject to Section 307)
interest, if any, on, such Security or payment of such coupon on the respective
Stated 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 rights shall not be impaired without the consent
of such Holder.


 


SECTION 509. Restoration of Rights
and Remedies. If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders
shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.


 


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


 


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


 


SECTION 512. Control by Holders. With
respect to the Securities of any series, the Holders of not less than a
majority in principal amount of the Outstanding Securities of such series shall
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, relating to or arising under clause (1), (2),
(3), (4) or (7) of Section 501, and, with respect to all
Securities, the Holders of not less than a majority in principal amount of all
Outstanding Securities 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


 


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Trustee,
not relating to or arising under clause (1), (2), (3), (4) or (7) of Section 501,
provided that in each case


 


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


 


SECTION 513. Waiver of Past Defaults.
Subject to Section 502, the Holders of not less than a majority in
principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series waive any past
default described in clause (1), (2), (3), (4) or (7) of Section 501
(or, in the case of a default described in clause (5) or (6) of Section 501,
the Holders of not less than a majority in principal amount of all Outstanding
Securities may waive any such past default), and its consequences, except
a default


 


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


 


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


 


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


 


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


 


ARTICLE SIX


 


THE TRUSTEE


 


SECTION 601. Notice of Defaults. Within
90 days after the occurrence of any Default hereunder with respect to the
Securities of any series, the Trustee shall transmit in the manner and to the
extent provided in TIA Section 313(c), notice of such Default hereunder


 


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known
to a Responsible Officer of the Trustee, unless such Default shall have been
cured or waived; provided, however, that, except in the case of a Default in
the payment of the principal of (or premium, if any) or interest, if any, on
any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders of Securities of such series and
any related coupons; and provided further that in the case of any Default 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.


 


SECTION 602. Certain Duties,
Responsibilities and Rights of Trustee. Subject to the provisions of TIA
Sections 315(a) through 315(d):


 


(1)                                  except during the continuance of an Event of
Default,


 


(a)                                              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


 


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


 


(2)                                  if any Event of Default has occurred and is
continuing with respect to the Securities of any series, 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 person would
exercise or use under the circumstances in the conduct of such person’s own
affairs;


 


(3)                                  the Trustee may not be relieved from
liabilities for its own negligent action, its own negligent failure to act, or
its own willful misconduct, except that:


 


(a)                                              this subparagraph (3) does not limit the
effect of subparagraph (1) of this paragraph or the penultimate paragraph
of this Section 602;


 


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


 


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(c)                                              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 the affected series relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under this
Indenture;


 


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


 


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


 


(6)                                  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, conclusively rely upon an Officer’s
Certificate;


 


(7)                                  the Trustee may consult with counsel of
its selection and the 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;


 


(8)                                  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 satisfactory to it
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction;


 


(9)                                  the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney;


 


(10)                            the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents,
attorneys, custodians, or


 


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nominees and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent, attorney, custodian, or nominee
appointed with due care by it hereunder;


 


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


 


(12)                            in the event that the Trustee is also acting as Paying Agent, Security
Registrar or in any other capacity hereunder, the rights, privileges,
protections, immunities and benefits afforded to the Trustee pursuant to this Article Six,
including, without limitation, its right to be indemnified, shall also be
afforded to the Trustee in its capacity as such Paying Agent, Security
Registrar or in such other capacity; and


 


(13)                            the Trustee shall not be deemed to know or be charged with knowledge of
any Default or Event of Default with respect to the Securities of any series for
which it is acting as Trustee unless a Responsible Officer of the Trustee shall
have received written notice thereof at the Corporate Trust Office of the
Trustee from the Company or a Holder of such Securities and such notice
references this Indenture and such Securities.


 


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


 


Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section 602.


 


SECTION 603. Trustee Not Responsible
for Recitals or Issuance of Securities. The recitals contained herein and
in the Securities, except for the Trustee’s certificates of authentication, and
in any coupons shall be taken as the statements of the Company, and neither the
Trustee nor any Authenticating Agent assumes any responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities or coupons, except that the
Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Securities and perform its obligations
hereunder and that the statements made by it in a Statement of Eligibility on Form T-1
supplied to the Company are true and accurate, subject to the qualifications
set forth therein. 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 604. May Hold Securities.
The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar
or any other agent of the Company or of the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Securities and coupons
and, subject to TIA Sections 310(b) and 311, may otherwise deal with
the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.


 


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


 


SECTION 606. 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 reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its gross negligence,
bad faith or willful misconduct; and


 


(3)                                  to indemnify the Trustee and any predecessor
trustee and its and their officers, directors, employees, and agents for, and
to hold it or them harmless against, any loss, liability or expense incurred
without gross negligence, bad faith or willful misconduct on its or their part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses (including
reasonable fees and expenses of counsel) of defending itself or themselves
against any claim or liability in connection with the exercise or performance
of any of its or their powers or duties hereunder.


 


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


 


In addition to and without prejudice to its rights
hereunder, when the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 501(5) or (6), the
expenses (including reasonable charges and expense of its counsel) of and the
compensation for such services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law.


 


The provisions of this Section shall survive
the satisfaction and discharge of this Indenture, the termination of this
Indenture for any reason and the earlier resignation or removal of the Trustee.


 


SECTION 607. Corporate Trustee
Required; Eligibility; Conflicting Interests; Disqualification. There shall
be at all times a Trustee hereunder which shall be eligible to act as


 


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Trustee
under TIA Section 310(a)(1) and shall have a combined capital and
surplus of at least $50,000,000. If such Trustee publishes reports of condition
at least annually, pursuant to law or to the requirements of Federal, State,
territorial or District of Columbia supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such Trustee
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. If the Trustee shall have or acquire any conflicting interest
within the meaning of the Trust Indenture Act, it shall either eliminate such
conflicting interest or resign to the extent, in the manner and with the
effect, and subject to the conditions, provided in the Trust Indenture Act and
this Indenture. For purposes of Section 310(b)(1) of the Trust
Indenture Act and to the extent permitted thereby, the Trustee, in its capacity
as trustee in respect of the Securities of any series, shall not be deemed to
have a conflicting interest arising from its capacity as trustee in respect of
the Securities of any other series or any securities of any series
issued under the Indenture, dated as of June 25, 2004, of the Company to
JPMorgan Chase Bank, as trustee, pursuant to which the Company’s 5.45% Notes
due 2014 were issued. Nothing
contained herein shall prevent the Trustee from filing the application provided
for in the second to last sentence of Section 310(b) of the Trust
Indenture Act.


 


SECTION 608. Resignation and Removal;
Appointment of Successor. (a)  No resignation or removal of the
Trustee and no appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor Trustee
in accordance with the applicable requirements of Section 609 and any and
all amounts then due and owing to the Trustee hereunder have been paid in full.


 


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


 


(c)                                  The Trustee may be removed at any time
with respect to the Securities of any series by Act of the Holders of not
less than a majority in principal amount of the Outstanding Securities of such
series, delivered to the Trustee and to the Company.


 


(d)                                 If at any time:


 


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


 


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


 


(3)                                  the Trustee shall become incapable of acting
or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of
its property shall be appointed or


 


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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 or pursuant to an
Officer’s Certificate, may remove the Trustee and appoint a successor
Trustee with respect to all Securities, or (ii) subject to TIA Section 315(e),
any Holder who has been a bona fide Holder of a Security for at least six
months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee with respect
to all Securities and the appointment of a successor Trustee or Trustees.


 


(e)                                  If the Trustee shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of Trustee
for any cause, with respect to the Securities of one or more series, the
Company, by or pursuant to a Board Resolution or Officer’s Certificate, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or
all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series). If, within one year
after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Trustee with respect to
the Securities of such series and to that extent supersede the successor
Trustee appointed by the Company. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner hereinafter provided, any
Holder who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


 


(f)                                    The Company shall give notice of each
resignation and each removal of the Trustee with respect to the Securities of
any series and each appointment of a successor Trustee with respect to the
Securities of any series to the Holders of Securities of such series in
the manner provided for in Section 106. Each notice shall include the name
of the successor Trustee with respect to the Securities of such series and
the address of its Corporate Trust Office.


 


SECTION 609. Acceptance of
Appointment by Successor. 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, subject
nevertheless to its claim and lien provided for in Section 606.


 


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(a)                                  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 and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, subject nevertheless to its
claim and lien provided for in Section 606. Whenever there is a successor
Trustee with respect to one or more (but less than all) series of
securities issued pursuant to this Indenture, the terms “Indenture” and “Securities”
shall have the meanings specified in the provisos to the respective definitions
of those terms in Section 101 which contemplate such situation.


 


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


 


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


 


SECTION 610. Merger, Conversion,
Consolidation or Succession to Business. Any Person into which the Trustee may be
merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any Person succeeding to all or substantially all the smallest
unit of the corporate trust business of the Trustee, which includes the
activities of the Trustee relating to this Indenture, shall be the successor of
the Trustee hereunder, provided such Person 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


 


55





















 


deliver
the Securities so authenticated with the same effect as if such successor
Trustee had itself authenticated such Securities. In case any of the Securities
shall not have been authenticated by such predecessor Trustee, any successor
Trustee may authenticate such Securities either in the name of any
predecessor hereunder or in the name of the successor Trustee. In all such
cases such certificates shall have the full force and effect which this
Indenture provides for the certificate of authentication of the Trustee;
provided, however, that the right to adopt the certificate of authentication of
any predecessor Trustee or to authenticate Securities in the name of any
predecessor Trustee shall apply only to its successor or successors by merger,
conversion or consolidation.


 


SECTION 611. Appointment of
Authenticating Agent. At any time when any of the Securities remain Outstanding,
the Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series and the
Trustee shall give written notice of such appointment to all Holders of
Securities of the series with respect to which such Authenticating Agent
will serve, in the manner provided for in Section 106. Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, and a copy of such instrument
shall be promptly furnished to the Company. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or
the Trustee’s certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business and in good standing under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of
not less than $50,000,000 and subject to supervision or examination by Federal
or State authority. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect specified in this Section.


 


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


 


An Authenticating Agent may resign at any time
by giving written notice thereof to the Trustee and to the Company. The Trustee
may at any time terminate the agency of an Authenticating Agent by giving
written notice thereof to such Authenticating Agent and to the


 


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


 


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


 


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


 


	
   

  	
  Dated:

  	
   

  	
   

  



 


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


 


	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
   

  
	
   

  	
   

  	
  as Authenticating Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


ARTICLE SEVEN


 


HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


SECTION 701. Disclosure of Names and
Addresses of Holders. Every Holder of Securities or coupons, by receiving
and holding the same, agrees with the Company and the Trustee that none of the
Company or the Trustee or any agent of either of them shall be held accountable
by reason of the disclosure of any such information as to the names and
addresses of the Holders in accordance with TIA Section 312, regardless of
the source from which such information was derived, and that the Trustee shall
not be held accountable by reason of mailing any material pursuant to a request
made under Section 312(b).


 


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SECTION 702. Reports by Trustee. Within
60 days after May 15 of each year commencing with the first May 15
after the first issuance of Securities pursuant to this Indenture, the Trustee
shall transmit to the Holders of Securities, in the manner and to the extent
provided in TIA Section 313(c), a brief report dated as of such May 15
if required by TIA Section 313(a). The Company will promptly notify the
Trustee when Securities are listed on any stock exchange and of any delisting
thereof.


 


SECTION 703. Reports by Company. The
Company shall:


 


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


 


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


 


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


 


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


 


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ARTICLE EIGHT


 


CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


SECTION 801. Company May Consolidate,
etc., Only on Certain Terms. The Company shall not consolidate with or
merge into any other Person or transfer all or substantially all of its
property and assets as an entirety to any Person, unless:


 


(a)                                  either the Company shall be the continuing
Person, or the Person (if other than the Company) formed by such consolidation
or into which the Company is merged or to which all or substantially all of the
properties and assets of the Company as an entirety are transferred is a Person
organized and existing under the laws of the United States or any State thereof
or the District of Columbia which expressly assumes all of the obligations of
the Company under each series of Securities and this Indenture with
respect to each such series by an indenture supplemental hereto, executed
and delivered to the Trustee, in form satisfactory to the Trustee, the due
and punctual payment of the principal of (and premium, if any) and interest on
all the Securities and the performance of every covenant of this Indenture on
the part of the Company to be performed or observed;


 


(b)                                 immediately before and immediately after
giving effect to such transaction, no Event of Default and no Default shall
have occurred and be continuing. Notwithstanding the foregoing, any Subsidiary may consolidate
with, merge with or into or transfer all or part of its properties and
assets to the Company or any other Subsidiary or Subsidiaries; and


 


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


 


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


 


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ARTICLE NINE


 


SUPPLEMENTAL INDENTURES


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(8)                                  to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the Securities of
one or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or


 


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facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 609(b); or


 


(9)                                  to close this Indenture with respect to the
authentication and delivery of additional series of Securities; or 


 


(10)         to
cure any ambiguity, defect or inconsistency; or 


 


(11)         to
make any change that does not adversely affect the rights of any Holder, as
certified to in an Officer’s Certificate; or


 


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


 


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


 


(1)                                  change the Stated Maturity of the principal
of (or premium, if any) or any installment of interest on any Security of such
series, or reduce the principal amount thereof (or premium, if any) or the rate
of interest, if any, thereon, or change any obligation of the Company to pay
Additional Amounts contemplated by Section 1005 (except as contemplated by
Section 801(1) and permitted by Section 901(1)), or reduce the
amount of the principal of an Original Issue Discount Security of such series that
would be due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 502 or the amount thereof provable in
bankruptcy pursuant to Section 504, or adversely affect any right of
repayment at the option of any Holder of any Security of such series, or change
any Place of Payment where, or the Currency in which, any Security of such series or
any premium or interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption or repayment at the option of the
Holder, on or after the Redemption Date or Repayment Date, as the case may be),
or adversely affect any right to convert or exchange any Security as may be
provided pursuant to Section 301 herein, 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, for any waiver of compliance with
certain provisions of this Indenture which affect such


 


61

















 


series or certain defaults applicable to such series hereunder
and their consequences provided for in this Indenture, or reduce the requirements
of Section 1504 for quorum or voting with respect to Securities of such
series, or


 


(3)                                  modify any of the provisions of this Section,
Section 513 or Section 1010, except to increase any such percentage
or to provide that certain other provisions of this Indenture which affect such
series cannot be modified or waived without the consent of the Holder of
each Outstanding Security affected thereby.


 


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


 


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


 


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


 


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


 


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


 


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


 


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SECTION 908. Effect on Senior
Indebtedness. No supplemental indenture shall adversely affect the rights
of any holder of Senior Indebtedness under Article Sixteen without the
consent of such holder.


 


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


 


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


 


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


 


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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
any series and the related coupons may be presented and surrendered for
payment at the offices specified in the Security, in London, and the Company
hereby appoints the same as its agents to receive such respective
presentations, surrenders, notices and demands.


 


Unless otherwise specified with respect to any
Securities pursuant to Section 301, no payment of principal, premium, if
any, or interest on Bearer Securities shall be made at any office or agency of
the Company in the United States or by check mailed to any address in the
United States or by transfer to an account maintained with a bank located in
the United States; provided, however, that, if the Securities of a series are
payable in Dollars, payment of principal of (and premium, if any) and interest,
if any, on any Bearer Security shall be made at the office of the Company’s
Paying Agent in The City of New York, if (but only if) payment in Dollars of
the full amount of such principal, premium or interest, as the case may be,
at all offices or agencies outside the United States maintained for such
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 any such designation; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in accordance with
the requirements set forth above for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other office or agency. Unless otherwise specified with respect to any
Securities as contemplated by Section 301 with respect to a series of
Securities, the Company hereby designates as a Place of Payment for each series of
Securities the office or agency of the Trustee in the Borough of Manhattan, The
City of New York, and initially appoints the Trustee at its Corporate Trust
Office as Paying Agent in such city and as its agent to receive all such
presentations, surrenders, notices and demands.


 


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


 


SECTION 1003. Money for Securities
Payments to Be Held in Trust. If the Company shall at any time act as its
own Paying Agent with respect to any series of Securities and any related
coupons, it will, on or before each due date of the principal of (or premium,
if any) or interest, if any, on any of the Securities of that series, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum in the
Currency in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of


 


64

















 


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


 


Whenever the Company shall have one or more Paying
Agents for any series of Securities and any related coupons, it will,
prior to or on each due date of the principal of (or premium, if any) or
interest, if any, on any Securities of that series, deposit with a Paying Agent
a sum (in the Currency described in the preceding paragraph) sufficient to pay
the principal (or premium, if any) or interest, if any, so becoming due, such
sum to be held in trust for the benefit of the Persons entitled to such
principal, 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 (other than
the Trustee) for any series of Securities to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section, that such Paying Agent will:


 


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


 


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


 


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


 


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


 


Except as provided in the Securities of any series,
and subject to any applicable abandoned property laws, 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 (or premium, if any) or interest, if any, on any
Security of any series, or any coupon appertaining thereto, and remaining
unclaimed for two years after such principal, premium 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 coupon 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


 


65

















 


as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at
the expense of the Company cause to be published once, in an Authorized
Newspaper, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.


 


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


 


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


 


Except as otherwise specified as contemplated by Section 301,
if the Securities of a series provide for the payment of Additional
Amounts, at least 10 days prior to the first Interest Payment Date with respect
to that series of Securities (or if the Securities of that series will
not bear interest prior to Maturity, the first day on which a payment of
principal (and premium, if any) is made), and at least 10 days prior to each
date of payment of principal (or premium, if any) or interest if there has been
any change with respect to the matters set forth in the below-mentioned Officer’s
Certificate, the Company will furnish the Trustee and the Company’s principal
Paying Agent or Paying Agents, if other than the Trustee, with an Officer’s
Certificate instructing the Trustee and such Paying Agent or Paying Agents
whether such payment of principal, premium or interest on the Securities of
that series shall be made to Holders of Securities of that series or
any related coupons who are not United States Persons without withholding for
or on account of any tax, assessment or other governmental charge described in
the Securities of the series. If any such withholding shall be required, then
such Officer’s Certificate shall specify by country the amount, if any,
required to be withheld on such payments to such Holders of Securities of that series or
related coupons and the Company will pay to the Trustee or such Paying Agent
the Additional Amounts required by the terms of such Securities. In the event
that the Trustee or any Paying Agent, as the case may be, shall not so
receive the above-mentioned certificate, then the Trustee or such Paying Agent
shall be entitled to (i)


 


66

















 


assume
that no such withholding or deduction is required with respect to any payment
of principal of (or premium, if any) or interest, if any, on any Securities of
a series or related coupons until it shall have received a certificate advising
otherwise and (ii) to make all payments of principal of (and premium, if
any) and interest, if any, on the Securities of a series or related
coupons without withholding or deductions until otherwise advised. The Company
covenants to indemnify the Trustee, any Paying Agent, and their respective
officers, directors, employees, and agents 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 Officer’s Certificate
furnished pursuant to this Section.  The
provisions of the immediately preceding sentence shall survive the termination
of this Indenture and the earlier resignation or removal of the Trustee.


 


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


 


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


 


SECTION 1008. Corporate Existence.
Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and the rights (charter and statutory) and franchises of the Company
and any Restricted Subsidiary; provided, however, that the Company shall not be
required to preserve any such right or franchise if the Company shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its Subsidiaries as a whole.


 


SECTION 1009. Limitation on Liens. The
Company shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, create, incur, assume or suffer to exist any Lien upon any of its
property, assets or revenues, whether now owned or hereafter acquired, except
for:


 


(a)                                  Liens for taxes not yet due or which are
being contested in good faith by appropriate proceedings, provided that
adequate reserves with respect thereto are


 


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maintained on the books of the Company or its Subsidiaries, as the case
may be, in conformity with GAAP;


 


(b)                                 carriers’, warehousemen’s, mechanics’,
materialmen’s, repairmen’s or other like Liens arising in the ordinary course
of business which are not overdue for a period of more than 60 days or which
are being contested in good faith by appropriate proceedings;


 


(c)                                  pledges or deposits in connection with
workers’ compensation, unemployment insurance and other social security
legislation and deposits securing liability to insurance carriers under
insurance or self-insurance arrangements;


 


(d)                                 deposits to secure the performance of bids,
trade contracts (other than for borrowed money), leases, statutory obligations,
surety and appeal bonds, performance bonds and other obligations of a like
nature incurred in the ordinary course of business;


 


(e)                                  easements, rights-of-way, restrictions and
other similar encumbrances incurred in the ordinary course of business which,
in the aggregate, are not substantial in amount and which do not in any case
materially detract from the value of the property subject thereto or materially
interfere with the ordinary conduct of the business of the Company or any of
our Subsidiaries;


 


(f)                                    Liens in existence on the date of the first
issuance by the Company of Securities issued pursuant to this Indenture;
provided that no such Lien is spread to cover any additional property after
such date and that the amount of Debt secured thereby is not increased;


 


(g)                                 Liens securing Debt of the Company and its
Subsidiaries incurred to finance the acquisition of fixed or capital assets;
provided that (i) such Liens shall be created substantially simultaneously
with the acquisition of such fixed or capital assets, (ii) such Liens do
not at any time encumber any property other than the property financed by such
Debt and (iii) the amount of Debt secured thereby is not increased;


 


(h)                                 Liens on the property or assets of a
corporation which becomes a Subsidiary after the date hereof; provided that (i) such
Liens existed at the time such corporation became a Subsidiary and were not
created in anticipation thereof, (ii) any such Lien is not spread to cover
any property or assets or such corporation after the time such corporation
becomes a Subsidiary, and (iii) the amount of Debt secured thereby is not
increased;


 


(i)                                     Liens pursuant to any Receivables Transaction
in an aggregate principal amount not to exceeding 20% of Consolidated Tangible
Assets; and


 


(j)                                     Liens (not otherwise permitted hereunder) (i) which
secure obligations not exceeding (as to the Company and all Subsidiaries) the
greater of (x) $100,000,000 or (y) 20% of Consolidated Net Worth, in each case
in aggregate amount at any time outstanding or (ii) with respect to which
the Company effectively provides that the


 


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Securities Outstanding hereunder are secured equally
and ratably with (or, at the option of the Company, prior to) the Debt secured
by such Lien.


 


SECTION 1010. Waiver of Certain
Covenants. The Company may, with respect to any series of Securities,
omit in any particular instance to comply with any term, provision or condition
which affects such series set forth in Sections 1006 to 1010, inclusive,
or, as specified pursuant to Section 301(15) for Securities of such
series, in any covenants of the Company added to Article Ten pursuant to Section 301(14)
or Section 301(15) in connection with Securities of such series, if the
Holders of at least a majority in principal amount of all Outstanding
Securities affected by such term, provision or condition, by Act of such
Holders, waive such compliance in such instance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver
shall become effective, the obligations of the Company and the duties of the
Trustee to Holders of Securities of such series in respect of any such
term, provision or condition shall remain in full force and effect.


 


ARTICLE ELEVEN


 


REDEMPTION OF SECURITIES


 


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


 


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


 


SECTION 1103. Selection by Trustee of
Securities to Be Redeemed. If less than all the Securities of any series are
to be redeemed, the particular Securities to be redeemed shall be selected not
more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series not previously called for
redemption, by such method as the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of portions of the
principal of Securities of such series; provided, however, that no such partial
redemption shall reduce the portion of the principal amount of a Security not
redeemed to less than the minimum authorized denomination for Securities of
such series established pursuant to Section 301.


 


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


 


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


 


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


 


Except as otherwise specified as contemplated by Section 301
for Securities of any series, all notices of redemption shall state:


 


(1)                                  the Redemption Date,


 


(2)                                  the Redemption Price (if known) or the
formula pursuant to which the Redemption Price is to be determined if the
Redemption Price cannot be determined at the time the notice is given,


 


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


 


(4)                                  in case any 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 will receive,
without charge, a new Security or Securities of authorized denominations for
the principal amount thereof remaining unredeemed,


 


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


 


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


 


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


 


(8)                                  that, unless otherwise specified in such
notice, Bearer Securities of any series, if any, surrendered for redemption
must be accompanied by all coupons maturing subsequent to the Redemption Date
or the amount of any such missing coupon or


 


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coupons will be deducted from the Redemption Price unless security or
indemnity satisfactory to the Company, the Trustee and any Paying Agent is
furnished,


 


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


 


(10)                            the CUSIP, ISIN or other similar numbers, if any, assigned to such
Securities; provided, however, that such notice may state that no
representation is made as to the correctness of CUSIP, ISIN or other similar
numbers, in which case none of the Company, the Trustee or any agent of the
Company or the Trustee shall have any liability in respect of the use of any
CUSIP, ISIN or other similar number or numbers on such notices, and the
redemption of such Securities shall not be affected by any defect in or
omission of such numbers, and


 


(11)                            such other matters as the Company shall deem desirable or appropriate.


 


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


 


SECTION 1105. Deposit of Redemption Price.
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 the Currency in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities
of such series and except, if applicable, as provided in Sections 312(b),
312(d) and 312(e)) sufficient to pay the Redemption Price of, and accrued
interest, if any, on, all the Securities which are to be redeemed on that date.


 


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


 


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by
Section 301, only upon presentation and surrender of coupons for such
interest; and provided further that installments of interest on Registered
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.


 


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


 


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


 


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


 


ARTICLE TWELVE


 


SINKING FUNDS


 


SECTION 1201. Applicability of
Article. Retirements of Securities of any series pursuant to any
sinking fund shall be made in accordance with the terms of such Securities and
(except as otherwise specified as contemplated by Section 301 for
Securities of any series) in accordance with this Article.


 


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


 


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


 


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


 


SECTION 1203. Redemption of
Securities for Sinking Fund. Not less than 60 days prior to each sinking
fund payment date for any series of Securities, the Company will deliver
to the Trustee an Officer’s Certificate specifying the amount of the next
ensuing sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of
cash in the Currency in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities
of such series and except, if applicable, as provided in Sections 312(b),
312(d) and 312(e)) and the portion thereof, if any, which is to be
satisfied by delivering or crediting Securities of that series pursuant to
Section 1202 (which Securities will, if not previously delivered,
accompany such certificate) and whether the Company intends to exercise its
right to make a permitted optional sinking fund payment with respect to such
series. Such certificate shall be irrevocable and upon its delivery the Company
shall be obligated to make the cash payment or payments therein referred to, if
any, on or before the next succeeding sinking fund payment date. In the case of
the failure of the Company to deliver such certificate, the sinking fund
payment due on the next succeeding sinking fund payment date for that series shall
be paid entirely in cash and shall be sufficient to redeem the principal amount
of such Securities subject to a mandatory sinking fund payment without the
option to deliver or credit Securities as provided in Section 1202 and
without the right to make any optional sinking fund payment, if any, with
respect to such series.


 


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


 


73

















 


been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 1106 and 1107.


 


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


 


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


 


ARTICLE THIRTEEN


 


REPAYMENT AT OPTION OF HOLDERS


 


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


 


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


 


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


 


SECTION 1304. When Securities
Presented for Repayment Become Due and Payable. If Securities of any series providing
for repayment at the option of the Holders thereof shall have been surrendered
as provided in this Article and as provided by or pursuant to the terms of
such Securities, such Securities or the portions thereof, as the case may be,
to be repaid shall become due and payable and shall be paid by the Company on
the Repayment Date therein specified, and on and after such Repayment Date
(unless the Company shall default in the payment of such Securities on such
Repayment Date) such Securities shall, if the same were interest-bearing, cease
to bear interest and the coupons for such interest appertaining to any Bearer
Securities so to be repaid, except to the extent provided below, shall be void.
Upon surrender of any such Security for repayment in accordance with such
provisions, together with all coupons, if any, appertaining thereto maturing
after the Repayment Date, the principal amount of such Security so to be repaid
shall be paid by the Company, together with accrued interest, if any, to the
Repayment Date; provided, however, that coupons whose Stated Maturity is on or
prior to the Repayment Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified pursuant to Section 301, only upon
presentation and surrender of such coupons; and provided further that, in the
case of Registered Securities, installments of interest, if any, whose Stated
Maturity is on or prior to the Repayment Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such
at the close of business on the relevant Record Dates according to their terms
and the provisions of Section 307.


 


If any Bearer Security surrendered for repayment
shall not be accompanied by all appurtenant coupons maturing after the
Repayment Date, such Security may be paid after deducting from the amount
payable therefor as provided in Section 1302 an amount equal to the face
amount of all such missing coupons, or the surrender of such missing coupon or
coupons may be waived by the Company and the Trustee if there be furnished
to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If


 


75

















 


thereafter
the Holder of such Security shall surrender to the Trustee or any Paying Agent
any such missing coupon in respect of which a deduction shall have been made as
provided in the preceding sentence, such Holder shall be entitled to receive
the amount so deducted; provided, however, that interest represented by coupons
shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise
specified as contemplated by Section 301, only upon presentation and
surrender of those coupons.


 


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


 


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


 


ARTICLE FOURTEEN


 


DEFEASANCE AND COVENANT DEFEASANCE


 


SECTION 1401. Company’s Option to
Effect Defeasance or Covenant Defeasance. Except as otherwise specified as
contemplated by Section 301 for Securities of any series, the provisions
of this Article Fourteen shall apply to each series of Securities,
and the Company may, at its option, effect defeasance of the Securities of or
within a series under Section 1402, or covenant defeasance of or
within a series under Section 1403 in accordance with the terms of
such Securities and in accordance with this Article.


 


SECTION 1402. Defeasance and
Discharge. Upon the Company’s exercise of the above option applicable to
this Section with respect to any Securities of or within a series, the
Company shall be deemed to have been discharged from its obligations with
respect to such Outstanding Securities and any related coupons on the date the
conditions set forth in Section 1404 are satisfied (hereinafter, “defeasance”).
For this purpose, such defeasance means that the Company shall be deemed to
have paid and discharged the entire indebtedness represented by such
Outstanding Securities and any related coupons, which shall thereafter be
deemed to be “Outstanding” only for the purposes of Section 1405 and the
other Sections of this Indenture referred to in (A) and (B) below,
and to have satisfied all its other obligations under such Securities and any
related coupons and this Indenture insofar as such Securities and any related
coupons are concerned (and the Trustee, at the request and at the expense of
the Company, shall execute proper instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of such Outstanding Securities and
any related coupons to receive, solely from the trust fund described in Section 1404
and as more fully set forth in such Section, payments in respect of the
principal of (and


 


76

















 


premium,
if any) and interest, if any, on such Securities and any related coupons when
such payments are due, (B) the Company’s obligations with respect to such
Securities under Sections 304, 305, 306, 1002 and 1003 and with respect to the
payment of Additional Amounts, if any, on such Securities as contemplated by Section 1005,
(C) the rights, powers, trusts, duties and immunities of the Trustee
hereunder including, without limitation, Section 606, the last sentence of
Section 1005, and the penultimate paragraph of Section 1405 and (D) this
Article Fourteen. Subject to compliance with this Article Fourteen,
the Company may exercise its option under this Section 1402
notwithstanding the prior exercise of its option under Section 1403 with
respect to such Securities and any related coupons.


 


SECTION 1403. Covenant Defeasance.
Upon the Company’s exercise of the above option applicable to this Section with
respect to any Securities of or within a series, the Company shall be released
from its obligations under Sections 801 and 802 and Sections 1006 through 1010,
and, if specified pursuant to Section 301, its obligations under any other
covenant, with respect to such Outstanding Securities and any related coupons
on and after the date the conditions set forth in Section 1404 are
satisfied (hereinafter, “covenant defeasance”), and such Securities and any
related coupons shall thereafter be deemed not to be “Outstanding” for the
purposes of any direction, waiver, consent or declaration or Act of Holders
(and the consequences of any thereof) in connection with such covenants, but
shall continue to be deemed “Outstanding” for all other purposes hereunder. For
this purpose, such covenant defeasance means that, with respect to such
Outstanding Securities and any related coupons, the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of
reference in any such covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event
of Default under Section 501(4) or Section 501(8) or
otherwise, as the case may be, but, except as specified above, the
remainder of this Indenture and such Securities and any related coupons shall
be unaffected thereby.


 


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


 


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


 


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certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or other qualifying trustee) to pay
and discharge, (i) the principal of (and premium, if any) and interest, if
any, on such Outstanding Securities and any related coupons on the Stated
Maturity (or Redemption Date, if applicable) of such principal (and premium, if
any) or installment of interest, if any, and (ii) any mandatory sinking
fund payments or analogous payments applicable to such Outstanding Securities
and any related coupons on the day on which such payments are due and payable
in accordance with the terms of this Indenture and of such Securities and any
related coupons; provided that the Trustee shall have been irrevocably
instructed to apply such money or the proceeds of such Government Obligations
to said payments with respect to such Securities and any related coupons. Before
such a deposit, the Company may give to the Trustee, in accordance with Section 1102
hereof, a notice of its election to redeem all or any portion of such
Outstanding Securities at a future date in accordance with the terms of the
Securities of such series and Article Eleven hereof, which notice
shall be irrevocable. Such irrevocable redemption notice, if given, shall be
given effect in applying the foregoing.  In
the case of the provision for payment or redemption of less than all of the
Securities of any series, such Securities or portions thereof shall have been
selected by the Trustee in the manner specified by Section 1103 hereof in the
case of the redemption of less than all of the Securities or any series and, in
the case of a redemption, the notice requisite to the validity of such
redemption shall have been given or irrevocable authority shall have been given
by the Company to the Trustee to give such notice, under arrangements satisfactory
to the Trustee.


 


(2)                                  No Default or Event of Default with respect
to such Securities or any related coupons shall have occurred and be continuing
on the date of such deposit or, insofar as paragraphs (5) and (6) of Section 501
are concerned, at any time during the period ending on the 91st day after the
date of such deposit (it being understood that this condition shall not be
deemed satisfied until the expiration of such period).


 


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


 


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


 


(5)                                  In the case of an election under Section 1403,
the Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that the Holders of such Outstanding Securities and any related coupons
will not recognize income, gain or loss for federal income tax purposes as a
result of such covenant defeasance and will be subject to federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if the deposit and such covenant defeasance had not occurred.


 


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


 


(7)                                  The Company shall have delivered to the
Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
all conditions precedent provided for relating to either the defeasance under Section 1402
or the covenant defeasance under Section 1403 (as the case may be)
have been complied with.


 


In the event
that all of the foregoing conditions provided for in this Section 1404 to the
application of either Section 1402 or Section 1403, as the case may be, to any
Outstanding Securities of or within a series and any related coupons shall have
been complied with, the Company shall, as promptly as practicable, but, in any
event, within five Business Days of such compliance, give a notice, in the same
manner as a notice of redemption with respect to such Securities, to the
Holders of such Securities to the effect that such amount or Government
Obligations has or have been deposited and the effect thereof; provided
however, that the failure to give such notice or any defect therein shall not
affect the validity of the proceedings for the application of either Section
1402 or Section 1403, as the case may be, with respect to such Securities.


 


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


 


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


 


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


 


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


 


SECTION 1406. Reinstatement. If
the Trustee or any Paying Agent is unable to apply any money in accordance with
Section 1405 with respect to any Securities by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Company’s obligations under
this Indenture and such Securities and any related coupons shall be revived and
reinstated as though no deposit had occurred pursuant to Section 1402 or
1403, as the case may be, until such time as the Trustee or Paying Agent
is permitted to apply all such money in accordance with Section 1405;
provided, however, that if the Company makes any payment of principal of (or
premium, if any) or interest, if any, on any such Security or any related
coupon following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities and any related
coupons to receive such payment from the money held by the Trustee or Paying
Agent.


 


ARTICLE FIFTEEN


 


MEETINGS OF HOLDERS OF SECURITIES


 


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


 


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


 


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


 


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determine
the time and the place in The City of New York or in London for such meeting
and may call such meeting for such purposes by giving notice thereof as
provided in paragraph (a) of this Section.


 


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


 


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


 


Except as limited by the proviso to Section 902,
any resolution presented to a meeting or adjourned meeting duly reconvened at
which a quorum is present as aforesaid may be adopted by the affirmative
vote of the Holders of not less than a majority in principal amount of the
Outstanding Securities of such 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 not
less than such specified percentage in principal amount of the Outstanding
Securities of such 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


 


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Securities
of such series and the related coupons, whether or not present or
represented at the meeting.


 


Notwithstanding the foregoing provisions of this Section 1504,
if any action is to be taken at a meeting of Holders of Securities of any series with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage in principal amount of
all Outstanding Securities affected thereby, or of the Holders of such series and
one or more additional series:


 


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


 


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


 


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


 


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


 


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


 


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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 1502 at which a quorum is present may be
adjourned from time to time by Persons entitled to vote a majority in principal
amount of the Outstanding Securities of such series represented at the
meeting; and the meeting may be held as so adjourned without further
notice.


 


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


 


ARTICLE SIXTEEN


 


SUBORDINATION OF SECURITIES


 


SECTION 1601. Agreement to
Subordinate. In the event a series of Securities is designated as
subordinated pursuant to Section 301 and except as otherwise provided in a
supplemental indenture or pursuant to Section 301, the Company, for
itself, its successors and assigns, covenants and agrees, and each Holder of
Securities of such series by his acceptance thereof, likewise covenants
and agrees, that the payment of the principal of (and premium, if any) and
interest, if any, on each and all of the Securities of such series is
hereby expressly subordinated, to the extent and in the manner hereinafter set
forth, in right of payment to the prior payment in full of all Senior
Indebtedness.


 


SECTION 1602. Distribution on
Dissolution, Liquidation and Reorganization; Subrogation of Securities. Upon
any distribution of assets of the Company upon any dissolution, winding up,
liquidation or reorganization of the Company, whether in bankruptcy,
insolvency, reorganization or receivership proceedings or upon an assignment
for the benefit of creditors or any other marshalling of the assets and
liabilities of the Company or otherwise (subject to the power of a court of
competent jurisdiction to make other equitable provision reflecting the rights
conferred in this Indenture upon the Senior Indebtedness and the holders
thereof with respect to


 


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the
Securities and the holders thereof by a lawful plan of reorganization under
applicable bankruptcy law):


 


(a)                                  the holders of all Senior Indebtedness shall
be entitled to receive payment in full of the principal thereof (and premium,
if any) and interest due thereon before the Holders of the Securities are
entitled to receive any payment upon the principal (or premium, if any) or interest,
if any, on indebtedness evidenced by the Securities; and


 


(b)                                 any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
which the Holders of the Securities or the Trustee would be entitled except for
the provisions of this Article Sixteen shall be paid by the liquidation
trustee or agent or other person making such payment or distribution, whether a
trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly
to the holders of Senior Indebtedness or their representative or
representatives or to the trustee or trustees under any indenture under which
any instruments evidencing any of such Senior Indebtedness may have been
issued, ratably according to the aggregate amounts remaining unpaid on account
of the principal of (and premium, if any) and interest on the Senior
Indebtedness held or represented by each, to the extent necessary to make
payment in full of all Senior Indebtedness remaining unpaid, after giving
effect to any concurrent payment or distribution to the holders of such Senior
Indebtedness; and


 


(c)                                  in the event that, notwithstanding the
foregoing, any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, shall be received by the
Trustee or the Holders of the Securities before all Senior Indebtedness is paid
in full, such payment or distribution shall be paid over, upon written notice
to a Responsible Officer of the Trustee, to the holder of such Senior
Indebtedness or their representative or representatives or to the trustee or
trustees under any indenture under which any instrument evidencing any of such
Senior Indebtedness may have been issued, ratably as aforesaid, for
application to payment of all Senior Indebtedness remaining unpaid until all
such Senior Indebtedness shall have been paid in full, after giving effect to
any concurrent payment or distribution to the holders of such Senior
Indebtedness.


 


Subject to the payment in full of all Senior
Indebtedness, the Holders of the Securities shall be subrogated to the rights
of the holders of Senior Indebtedness (to the extent that distributions
otherwise payable to such Holder have been applied to the payment of Senior
Indebtedness) to receive payments or distributions of cash, property or
securities of the Company applicable to Senior Indebtedness until the principal
of (and premium, if any) and interest, if any, on the Securities shall be paid
in full and no such payments or distributions to the Holders of the Securities
of cash, property or securities otherwise distributable to the holders of
Senior Indebtedness shall, as between the Company, its creditors other than the
holders of Senior Indebtedness, and the Holders of the Securities be deemed to
be a payment by the Company to or on account of the Securities. It is
understood that the provisions of this Article Sixteen are and are
intended solely for the purpose of defining the relative rights of the Holders
of the Securities, on the one hand, and the holders of the Senior Indebtedness,
on the other hand. Nothing contained in this Article Sixteen or elsewhere
in this Indenture or in the Securities is intended to


 


84

















 


or
shall impair, as between the Company, its creditors other than the holders of
Senior Indebtedness, and the Holders of the Securities, the obligation of the
Company, which is unconditional and absolute, to pay to the Holders of the
Securities the principal of (and premium, if any) and interest, if any, on the
Securities as and when the same shall become due and payable in accordance with
their terms, or to affect the relative rights of the Holders of the Securities
and creditors of the Company other than the holders of Senior Indebtedness, nor
shall anything herein or in the Securities prevent the Trustee or the Holder of
any Security from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this Article Sixteen
of the holders of Senior Indebtedness in respect of cash, property or
securities of the Company received upon the exercise of any such remedy. Upon
any payment or distribution of assets of the Company referred to in this Article Sixteen,
the Trustee, subject to the provisions of Section 601, shall be entitled
to rely upon a certificate of the liquidating trustee or agent or other person
making any distribution to the Trustee for the purpose of ascertaining the
Persons entitled to participate in such distribution, the holders of Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereof and all
other facts pertinent thereto or to this Article Sixteen.


 


With respect to the holders of Senior Indebtedness,
the Trustee undertakes to perform or observe only such of its covenants
and objectives as are specifically set forth in this Indenture, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into this Indenture against the Trustee. The Trustee, however,
shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness. The Trustee shall not be liable to any such holder if it shall
pay over or distribute to or on behalf of Holders of Securities or the Company,
or any other Person, moneys or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article Sixteen.


 


If the Trustee or any Holder of Securities does not
file a proper claim or proof of debt in the form required in any
proceeding referred to above prior to 30 days before the expiration of the time
to file such claim in such proceeding, then the holder of any Senior
Indebtedness is hereby authorized, and has the right, to file an appropriate
claim or claims for or on behalf of such Holder of Securities.


 


SECTION 1603. No Payment on
Securities in Event of Default on Senior Indebtedness. No payment by the
Company on account of principal (or premium, if any), sinking funds or
interest, if any, on the Securities shall be made at anytime if:  (i) a default on Senior Indebtedness
exists that permits the holders of such Senior Indebtedness to accelerate its
maturity and (ii) the default is the subject of judicial proceedings or the
Company has received notice of such default. The Company may resume
payments on the Securities when full payment of amounts then due for principal
(premium, if any), sinking funds and interest on Senior Indebtedness has been
made or duly provided for in money or money’s worth.


 


SECTION 1604. Payments on Securities
Permitted. Nothing contained in this Indenture or in any of the Securities
shall (a) affect the obligation of the Company to make, or prevent the
Company from making, at any time except as provided in Sections 1602 and 1603,
payments of principal of (or premium, if any) or interest, if any, on the
Securities or (b) prevent the application by the Trustee of any moneys or
assets deposited with it hereunder to the


 


85

















 


payment
of or on account of the principal of (or premium, if any) or interest, if any,
on the Securities, unless a Responsible Officer of the Trustee shall have
received at its Corporate Trust Office written notice of any fact prohibiting
the making of such payment from the Company or from the holder of any Senior
Indebtedness or from the trustee for any such holder, together with proof
satisfactory to the Trustee of such holding of Senior Indebtedness or of the
authority of such trustee more than two Business Days prior to the date fixed
for such payment.


 


SECTION 1605. Authorization of
Holders to Trustee to Effect Subordination. Each Holder of Securities by
his acceptance thereof authorizes and direct the Trustee on his behalf to take
such action as may be necessary or appropriate to effectuate the
subordination as provided in this Article Sixteen and appoints the Trustee
his attorney-in-fact for any and all such purposes.


 


SECTION 1606. Notices to Trustee.
Notwithstanding the provisions of this Article or any other provisions of
this Indenture, neither the Trustee nor any Paying Agent (other than the
Company) shall be charged with knowledge of the existence of any Senior
Indebtedness or of any fact which would prohibit the making of any payment of
moneys or assets to or by the Trustee or such Paying Agent, unless and until a
Responsible Officer of the Trustee or such Paying Agent shall have received (in
the case of a Responsible Officer of the Trustee, at the Corporate Trust Office
of the Trustee) written notice thereof from the Company or from the holder of
any Senior Indebtedness or from the trustee for any such holder, together with
proof satisfactory to the Trustee of such holding of Senior Indebtedness or of
the authority of such trustee and, prior to the receipt of any such written
notice, the Trustee shall be entitled in all respects conclusively to presume
that no such facts exist; provided, however, that if at least two Business Days
prior to the date upon which by the terms hereof any such moneys or assets may become
payable for any purpose (including, without limitation, the payment of either
the principal (or premium, if any) or interest, if any, on any Security) a
Responsible Officer of the Trustee shall not have received with respect to such
moneys or assets the notice provided for in this Section 1606, then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such moneys or assets and to apply the
same to the purpose for which they were received, and shall not be affected by
any notice to the contrary which may be received by it within two Business
Days prior to such date. The Trustee shall be entitled to rely on the delivery
to it of a written notice by a Person representing himself to be a holder of
Senior Indebtedness (or a trustee on behalf of such holder) to establish that
such a notice has been given by a holder of Senior Indebtedness or a trustee on
behalf of any such holder. In the event that the Trustee determines in good
faith that further evidence is required with respect to the right of any Person
as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Article Sixteen, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee
as to the amount of Senior Indebtedness held by such Person, the extent to
which such Person is entitled to participate in such payment or distribution
and any other facts pertinent to the rights of such Person under this Article Sixteen
and, if such evidence is not furnished, the Trustee may defer any payment
to such Person pending judicial determination as to the right of such Person to
receive such payment.


 


86

















 


SECTION 1607. Trustee as Holder of
Senior Indebtedness.The Trustee in its individual capacity shall be
entitled to all the rights set forth in this Article Sixteen in respect of
any Senior Indebtedness at any time held by it to the same extent as any other
holder of Senior Indebtedness and nothing in Section 613 or elsewhere in
this Indenture shall be construed to deprive the Trustee of any of its rights
as such holder. Nothing in this Article Sixteen shall apply to claims of,
or payments to, the Trustee under or pursuant to Sections 506 or 606.


 


SECTION 1608. Modifications of Terms
of Senior Indebtedness. Any renewal or extension of the time of payment of
any Senior Indebtedness or the exercise by the holders of Senior Indebtedness
of any of their rights under any instrument creating or evidencing Senior
Indebtedness, including, without limitation, the waiver of default thereunder, may be
made or done all without notice to or assent from the Holders of the Securities
or the Trustee. No compromise, alteration, amendment, modification, extension,
renewal or other change of, or waiver, consent or other action in respect of,
any liability or obligation under or in respect of, or of any of the terms,
covenants or conditions of any indenture or other instrument under which any
Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or
not such release is in accordance with the provisions of any applicable
document, shall in any way alter or affect any of the provisions of this Article Sixteen
or of the Securities relating to the subordination thereof.


 


SECTION 1609. Reliance on Judicial
Order or Certificate of Liquidating Agent. Upon any payment or distribution
of assets of the Company referred to in this Article Sixteen, the Trustee
and the Holders of the Securities shall be entitled to rely upon any order or
decree entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit
of creditors, agent or other person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of
ascertaining the persons entitled to participate in such payment or
distribution to holders of Senior Indebtedness and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article Sixteen.


 


SECTION 1610. Satisfaction and
Discharge; Defeasance and Covenant Defeasance.Amounts and Government
Obligations deposited in trust with the Trustee pursuant to and in accordance
with Articles Four and Fourteen and not, at the time of such deposit,
prohibited to be deposited under Sections 1602 or 1603 shall not be subject to
this Article Sixteen.


 


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


 


87

















 


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


 


	
   

  	
  BOSTON SCIENTIFIC CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Attest:


 


	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


88

















 


EXHIBIT A


 


FORMS OF
CERTIFICATION


 


EXHIBIT A-1


 


FORM OF
CERTIFICATE TO BE GIVEN BY

PERSON ENTITLED TO RECEIVE BEARER SECURITY

OR TO OBTAIN INTEREST PAYABLE PRIOR

TO THE EXCHANGE DATE


 


CERTIFICATE


 


[Insert title or sufficient description

of Securities to be delivered]


 


This is to certify that as of the date hereof, and
except as set forth below, the above-captioned Securities held by you for our
account (i) are owned by person(s) that are not citizens or residents of
the United States, domestic partnerships, domestic corporations or any estate
or trust the income of which is subject to United States federal income
taxation regardless of its source (“United States Person(s)”), (ii) are
owned by United States Person(s) that are (a) foreign branches of United
States financial institutions (financial institutions, as defined in United
States Treasury Regulations Section 2.165-12(c)(1)(v) are herein
referred to as “financial institutions”) purchasing for their own account or
for resale, or (b) United States Person(s) who acquired the Securities
through foreign branches of United States financial institutions and who hold
the Securities through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such United States financial
institution hereby agrees, on its own behalf or through its agent, that you may advise
[Name of Issuer] or its agent that such financial institution will comply with
the requirements of Section 165(j)(3)(A), (B) or (C) of the
United States Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as defined
in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and, in addition, if the owner is a United States or foreign financial
institution described in clause (iii) above (whether or not also described
in clause (i) or (ii)), this is to further certify that such financial
institution has not acquired the Securities for purposes of resale directly or
indirectly to a United States Person or to a person within the United States or
its possessions.


 


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


 


We undertake to advise you promptly by tested telex
on or prior to the date on which you intend to submit your certification
relating to the above-captioned Securities held by


 


A-1-1

















 


you
for our account in accordance with your Operating Procedures if any applicable
statement herein is not correct on such date, and in the absence of any such
notification it may be assumed that this certification applies as of such
date.


 


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


 


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


 


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
  [To be dated no earlier than the 15th day

  	
   

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

  	
   

  
	
  relevant Interest Payment Date occurring

  	
   

  
	
  prior to the Exchange Date, as applicable]

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name of Person Making Certification]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Authorized Signatory)

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


A-1-2

















 


EXHIBIT A-2


 


FORM OF
CERTIFICATE TO BE GIVEN BY EUROCLEAR

AND CLEARSTREAM IN

CONNECTION WITH THE EXCHANGE OF A PORTION OF A

TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST

PAYABLE PRIOR TO THE EXCHANGE DATE


 


CERTIFICATE


 


[Insert title or sufficient description

of Securities to be delivered]


 


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


 


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


 


We further certify that (i) we are not making
available herewith for exchange (or, if relevant, collection of any interest)
any portion of the temporary global Security representing the above-captioned
Securities excepted in the above-referenced certificates of Member
Organizations and (ii) as of the date hereof we have not received any
notification from any of our


 


A-2-1

















 


Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith
for exchange (or, if relevant, collection of any interest) are no longer true
and cannot be relied upon as of the date hereof.


 


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


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
  {To be dated no earlier than the Exchange

  	
   

  
	
  Date or the relevant Interest Payment

  	
   

  
	
  Date occurring prior to the Exchange Date,

  	
   

  
	
  as applicable}

  	
   

  
	
   

  	
   

  
	
   

  	
  [EUROCLEAR BANK S.A./N.V.]

  
	
   

  	
  [CLEARSTREAM]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  



 


A-2-2