exv4w2



 



EXHIBIT 4.2





Annex A





ELI LILLY AND COMPANY





Standard Multiple-Series

Indenture Provisions





Dated, and filed with

the Securities and Exchange Commission

on, February 1, 1991





 






 


ELI LILLY AND COMPANY


     Reconciliation and tie between Trust Indenture Act of 1939 and Standard
Multiple-Series Indenture Provisions



	 	 	 	 	 	 	 	 	 
	Trust Indenture	 	Indenture
	Act Section	 	Section
	
	 	

	 	§	 	 	310(a)(1)
	 	7.07
	 	 	 	 	(a)(2)
	 	7.07
	 	 	 	 	(a)(3)
	 	Not Applicable
	 	 	 	 	(a)(4)
	 	Not Applicable
	 	 	 	 	(b)
	 	7.08
	 	§	 	 	314(b)
	 	Not Applicable
	 	 	 	 	(c)(3)
	 	Not Applicable
	 	 	 	 	(d)
	 	Not Applicable
	 	§	 	 	316(a)(1)(A)
	 	6.06
	 	 	 	 	(a)(1)(B)
	 	6.06
	 	 	 	 	(a)(2)
	 	Not Applicable
	 	 	 	 	(b)
	 	6.04
	 	§	 	 	317(a)(1)
	 	6.02
	 	 	 	 	(a)(2)
	 	6.02
	 	 	 	 	(b)
	 	5.05
	 	 	 	 	 
	 	7.04
	 	§	 	 	318(a)
	 	1.05








	 	 	     

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


 

i







 


TABLE OF CONTENTS2


ARTICLE ONE


DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION



	 	 	 	 	 	 	 	 	 
	SECTION 1.01.	 	Definitions
	 	 	1	 
	 	 	 	 	Authenticating Agent
	 	 	1	 
	 	 	 	 	Authorized Newspaper
	 	 	1	 
	 	 	 	 	Bearer Security
	 	 	1	 
	 	 	 	 	Board of Directors
	 	 	1	 
	 	 	 	 	Board Resolution
	 	 	1	 
	 	 	 	 	Business Day
	 	 	2	 
	 	 	 	 	Commission
	 	 	2	 
	 	 	 	 	Company
	 	 	2	 
	 	 	 	 	Component Currency
	 	 	2	 
	 	 	 	 	Consolidated Net Tangible Assets
	 	 	2	 
	 	 	 	 	Consolidated Subsidiary and Consolidated
Subsidiaries
	 	 	2	 
	 	 	 	 	Conversion Date
	 	 	2	 
	 	 	 	 	Conversion Rate
	 	 	2	 
	 	 	 	 	Corporate Trust Office
	 	 	2	 
	 	 	 	 	corporation
	 	 	3	 
	 	 	 	 	coupon
	 	 	3	 
	 	 	 	 	debt securities
	 	 	3	 
	 	 	 	 	Defaulted Interest
	 	 	3	 
	 	 	 	 	Depositary
	 	 	3	 
	 	 	 	 	Discharged
	 	 	3	 
	 	 	 	 	Dollar
	 	 	4	 
	 	 	 	 	Dollar Determination Agent
	 	 	4	 
	 	 	 	 	Dollar Equivalent of the Currency Unit
	 	 	4	 
	 	 	 	 	Dollar Equivalent of the Foreign Currency
	 	 	4	 
	 	 	 	 	ECU
	 	 	4	 
	 	 	 	 	European Communities
	 	 	4	 
	 	 	 	 	Event of Default
	 	 	4	 
	 	 	 	 	Exchange Rate Agent
	 	 	4	 
	 	 	 	 	Exchange Rate Officer’s Certificate
	 	 	4	 
	 	 	 	 	Foreign Currency
	 	 	4	 
	 	 	 	 	Foreign Government Securities
	 	 	4	 
	 	 	 	 	Funded Debt
	 	 	5	 
	 	 	 	 	Global Security
	 	 	5	 
	 	 	 	 	Holder
	 	 	5	 
	 	 	 	 	indebtedness
	 	 	5	 
	 	 	 	 	Indenture
	 	 	5	 
	 	 	 	 	interest
	 	 	5	 







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


 






 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	Interest Payment Date
	 	 	5	 
	 	 	 	 	Lien
	 	 	5	 
	 	 	 	 	mandatory sinking fund payment
	 	 	6	 
	 	 	 	 	Market Exchange Rate
	 	 	6	 
	 	 	 	 	maturity
	 	 	6	 
	 	 	 	 	Officers’ Certificate
	 	 	6	 
	 	 	 	 	Official Exchange Rate
	 	 	6	 
	 	 	 	 	Opinion of Counsel
	 	 	6	 
	 	 	 	 	optional sinking fund payment
	 	 	6	 
	 	 	 	 	Original Issue Discount Security
	 	 	6	 
	 	 	 	 	Outstanding
	 	 	6	 
	 	 	 	 	Paying Agent
	 	 	7	 
	 	 	 	 	Person or person
	 	 	7	 
	 	 	 	 	Place of Payment
	 	 	7	 
	 	 	 	 	Predecessor Security
	 	 	7	 
	 	 	 	 	redemption date
	 	 	8	 
	 	 	 	 	redemption price
	 	 	8	 
	 	 	 	 	Registered Security
	 	 	8	 
	 	 	 	 	Regular Record Date
	 	 	8	 
	 	 	 	 	Required Currency
	 	 	8	 
	 	 	 	 	Responsible Officer
	 	 	8	 
	 	 	 	 	Restricted Property
	 	 	8	 
	 	 	 	 	Sale and Leaseback Transaction
	 	 	9	 
	 	 	 	 	Security or Securities
	 	 	9	 
	 	 	 	 	Security Register and Security Registrar
	 	 	9	 
	 	 	 	 	Special Record Date
	 	 	9	 
	 	 	 	 	Specified Amount
	 	 	9	 
	 	 	 	 	Stated Maturity
	 	 	9	 
	 	 	 	 	stock
	 	 	9	 
	 	 	 	 	Subsidiary
	 	 	9	 
	 	 	 	 	Trustee
	 	 	10	 
	 	 	 	 	Trust Indenture Act
	 	 	10	 
	 	 	 	 	United States
	 	 	10	 
	 	 	 	 	United States Person
	 	 	10	 
	 	 	 	 	U.S. Government Obligations
	 	 	10	 
	 	 	 	 	Valuation Date
	 	 	10	 
	 	 	 	 	Value
	 	 	10	 
	 	 	 	 	voting stock
	 	 	11	 
	 	 	 	 	Yield to Maturity
	 	 	11	 
	SECTION 1.02.	 	Form of Documents Delivered to Trustee
	 	 	11	 
	SECTION 1.03.	 	Notices, Etc., to Trustee and Company
	 	 	11	 
	SECTION 1.04.	 	Notice to Holders; Waiver
	 	 	12	 
	SECTION 1.05.	 	Conflict With Trust Indenture Act
	 	 	13	 
	SECTION 1.06.	 	Effect of Headings and Table of Contents
	 	 	13	 
	SECTION 1.07.	 	Successors and Assigns
	 	 	13	 
	SECTION 1.08.	 	Separability Clause
	 	 	14	 
	SECTION 1.09.	 	Benefits of Indenture
	 	 	14	 
	SECTION 1.10.	 	Governing Law
	 	 	14	 
	SECTION 1.11.	 	Legal Holidays
	 	 	14	 
	SECTION 1.12.	 	Moneys of Different Currencies to be Segregated
	 	 	14	 
	SECTION 1.13.	 	Payment to be in Proper Currency
	 	 	14	 



ii


 






 



	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE TWO

SECURITY FORMS

	SECTION 2.01.	 	Forms Generally
	 	 	16	 
	SECTION 2.02.	 	Form of Trustee’s Certificate of Authentication
	 	 	16	 
	SECTION 2.03.	 	Forms of Securities
	 	 	17	 
	ARTICLE THREE

THE SECURITIES

	SECTION 3.01.	 	Amount Unlimited; Issuable in Series
	 	 	18	 
	SECTION 3.02.	 	Denominations
	 	 	21	 
	SECTION 3.03.	 	Execution,Authentication, Delivery and Dating
	 	 	21	 
	SECTION 3.04.	 	Temporary Securities
	 	 	24	 
	SECTION 3.05.	 	Registration; Registration of Transfer and Exchange
	 	 	25	 
	SECTION 3.06.	 	Mutilated, Destroyed, Lost and Stolen Securities
	 	 	29	 
	SECTION 3.07.	 	Payment of Defaulted Interest; Interest Rights
Preserved
	 	 	30	 
	SECTION 3.08.	 	Persons Deemed Owners
	 	 	32	 
	SECTION 3.09.	 	Cancellation
	 	 	32	 
	SECTION 3.10.	 	Computation of Interest
	 	 	33	 
	SECTION 3.11.	 	Currency and Manner of Payments in Respect of
Securities
	 	 	33	 
	SECTION 3.12.	 	Certification by a Person Entitled to Delivery of
a Bearer Security
	 	 	40	 
	ARTICLE FOUR

REDEMPTION OF SECURITIES AND SINKING FUNDS

	SECTION 4.01.	 	Applicability of Right of Redemption
	 	 	41	 
	SECTION 4.02.	 	Election to Redeem; Notice of Redemption; Partial
Redemption
	 	 	41	 
	SECTION 4.03.	 	Payment of Securities Called for Redemption
	 	 	42	 
	SECTION 4.04.	 	Deposit of Funds for Redemption of Securities
	 	 	43	 
	SECTION 4.05.	 	Applicability of Sinking Fund
	 	 	44	 
	SECTION 4.06.	 	Satisfaction of Mandatory Sinking Fund Payments with
Securities
	 	 	44	 
	SECTION 4.07.	 	Redemption of Securities for Sinking Funds
	 	 	44	 



iii


 






 



	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE FIVE

PARTICULAR COVENANTS OF THE COMPANY

	SECTION 5.01.	 	Payments of Principal, Premium, if any, and Interest,
if any
	 	 	47	 
	SECTION 5.02.	 	Office or Agency for Certain Purposes
	 	 	47	 
	SECTION 5.03.	 	Maintenance of Corporate Existence and Payment of Taxes
	 	 	48	 
	SECTION 5.04.	 	Appointments to Fill Vacancies in Trustee’s Office
	 	 	48	 
	SECTION 5.05.	 	Provisions as to Paying Agent
	 	 	48	 
	SECTION 5.06.	 	Annual Officers’ Certificate to Trustee
	 	 	49	 
	SECTION 5.07.	 	Reports to Be Furnished Holders
	 	 	49	 
	SECTION 5.08.	 	Further Assurances
	 	 	49	 
	SECTION 5.09.	 	Limitation on Liens
	 	 	50	 
	SECTION 5.10.	 	Limitation on Sale and Leaseback
	 	 	51	 
	ARTICLE SIX

REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT

	SECTION 6.01.	 	Events of Default Defined; Acceleration of Maturity;
Waiver of Default
	 	 	52	 
	SECTION 6.02.	 	Collection of Indebtedness by Trustee; Trustee May
Prove Debt
	 	 	54	 
	SECTION 6.03.	 	Application of Proceeds
	 	 	55	 
	SECTION 6.04.	 	Limitations on Suits by Holders
	 	 	56	 
	SECTION 6.05.	 	Powers and Remedies Cumulative; Delay or Omission Not
Waiver
	 	 	56	 
	SECTION 6.06.	 	Control by Holders; Waiver of Default
	 	 	57	 
	ARTICLE SEVEN

CONCERNING THE TRUSTEE

	SECTION 7.01.	 	Certain Rights of Trustee
	 	 	58	 
	SECTION 7.02.	 	Trustee Not Responsible for Recitals, etc
	 	 	59	 
	SECTION 7.03.	 	Trustee and Others May Hold Securities
	 	 	59	 
	SECTION 7.04.	 	Moneys Held by Trustee or Paying Agent
	 	 	59	 
	SECTION 7.05.	 	Compensation of Trustee and Its Lien
	 	 	60	 
	SECTION 7.06.	 	Right of Trustee to Rely on Certificate of Certain
Officers
	 	 	60	 
	SECTION 7.07.	 	Persons Eligible for Appointment As Trustee
	 	 	61	 
	SECTION 7.08.	 	Resignation and Removal of Trustee; Appointment of
Successor
	 	 	61	 
	SECTION 7.09.	 	Acceptance of Appointment by Successor Trustee
	 	 	62	 
	SECTION 7.10.	 	Merger, Conversion or Consolidation of Trustee
	 	 	63	 



iv


 






 



	 	 	 	 	 	 	 	 	 	 	 	 	 
	SECTION 7.11.	 	Judgment Currency
	 	 	64	 
	SECTION 7.12.	 	Authenticating Agents
	 	 	64	 
	ARTICLE EIGHT

CONCERNING THE HOLDERS


	SECTION 8.01.	 	Evidence of Action Taken by Holders
	 	 	68	 
	SECTION 8.02.	 	Proof of Execution of Instruments and of Holding of
Securities
	 	 	68	 
	SECTION 8.03.	 	Securities Owned by Company Deemed Not Outstanding
	 	 	70	 
	SECTION 8.04.	 	Right of Revocation of Action Taken
	 	 	70	 
	ARTICLE NINE

HOLDERS’ MEETINGS

	SECTION 9.01.	 	Purposes for Which Holders’ Meetings May be Called
	 	 	72	 
	SECTION 9.02.	 	Call of Meetings by Trustee
	 	 	72	 
	SECTION 9.03.	 	Company and Holders May Call Meeting
	 	 	72	 
	SECTION 9.04.	 	Persons Entitled to Vote at Meeting
	 	 	73	 
	SECTION 9.05.	 	Determination of Voting Rights; Conduct and Adjournment
of Meeting
	 	 	73	 
	SECTION 9.06.	 	Counting Votes and Recording Action of Meeting
	 	 	74	 
	ARTICLE TEN

SUPPLEMENTAL INDENTURES

	SECTION 10.01.	 	Supplemental Indentures Without Consent of Holders
	 	 	75	 
	SECTION 10.02.	 	Supplemental Indentures With Consent of Holders
	 	 	77	 
	SECTION 10.03.	 	Effect of Supplemental Indentures
	 	 	78	 
	SECTION 10.04.	 	Notation on Securities in Respect of Supplemental
Indentures
	 	 	78	 
	SECTION 10.05.	 	Opinion of Counsel to Be Given Trustee
	 	 	78	 
	ARTICLE ELEVEN

CONSOLIDATION, MERGER AND SALE

	SECTION 11.01.	 	Company May Consolidate or Merge, etc
	 	 	79	 
	SECTION 11.02.	 	Conditions to Consolidation or Merger, etc
	 	 	79	 
	SECTION 11.03.	 	Documents and Opinion to Be Furnished to the Trustee
	 	 	80	 



v






 



	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE TWELVE

SATISFACTION AND DISCHARGE OF INDENTURE;
DEFEASANCE; UNCLAIMED

 MONEYS

	SECTION 12.01.	 	Satisfaction and Discharge of Indenture
	 	 	80	 
	SECTION 12.02.	 	Satisfaction, Discharge and Defeasance of Securities
of Any Series
	 	 	81	 
	SECTION 12.03.	 	Application by Trustee of Funds Deposited for Payment
of Securities
	 	 	83	 
	SECTION 12.04.	 	Repayment of Moneys Held by Paying Agent
	 	 	83	 
	SECTION 12.05.	 	Return of Unclaimed Moneys
	 	 	83	 
	ARTICLE THIRTEEN

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS

	SECTION 13.01.	 	Personal Immunity from Liability of Incorporators,
Stockholders, etc
	 	 	84	 
	ARTICLE TEN

SUPPLEMENTAL INDENTURES

	SECTION 10.01.	 	Supplemental Indentures Without Consent of Holders
	 	 	80	 
	SECTION 10.02.	 	Supplemental Indentures With Consent of Holders
	 	 	82	 
	SECTION 10.03.	 	Effect of Supplemental Indentures
	 	 	83	 
	SECTION 10.04.	 	Notation on Securities in Respect of Supplemental Indentures
	 	 	83	 
	SECTION 10.05.	 	Opinion of Counsel to be Given Trustee
	 	 	84	 
	ARTICLE ELEVEN

CONSOLIDATION, MERGER AND SALE

	SECTION 11.01	 	Company May Consolidate or Merge, etc
	 	 	85	 
	SECTION 11.02	 	Conditions to Consolidation or Merger, etc
	 	 	85	 
	SECTION 11.03	 	Documents and Opinion to be Furnished to the Trustee
	 	 	86	 
	ARTICLE TWELVE

SATISFACTION AND DISCHARGE OF INDENTURE
DEFEASANCE; UNCLAIMED

 MONEYS

	SECTION 12.01	 	Satisfaction and Discharge of Indenture
	 	 	87	 
	SECTION 12.02	 	Satisfaction, Discharge and Defeasance of Securities of Any Series
	 	 	87	 



vi






 





	 	 	 	 	 	 	 	 	 	 
	SECTION 12.03	 	Application by Trustee of Funds Deposited for Payment of Securities
	 	 	89	 
	SECTION 12.04	 	Repayment of Moneys Held by Paying Agent
	 	 	90	 
	SECTION 12.05	 	Return of Unclaimed Moneys
	 	 	90	 
	ARTICLE THIRTEEN

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

OFFICERS AND DIRECTORS

	SECTION 13.01.	 	Personal Immunity from Liability of Incorporators,
Stockholders, etc
	 	 	91	 
	EXHIBIT A	 	Form of Beneficial Ownership Certificate to be Given by Person
Entitled to Receive Bearer Security Certificate
	 	 	 	 



vii










 


ARTICLE ONE


DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


     SECTION 1.01. Definitions. The following terms (except as herein
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section. All other terms used in
this Indenture which are defined (either directly or by reference) in the Trust
Indenture Act of 1939 (except as herein otherwise expressly provided or unless
the context otherwise requires) shall have the meanings so assigned to such
terms. All accounting terms used herein and not expressly defined shall have
the meanings assigned to such terms in accordance with generally accepted
accounting principles, and the term “generally accepted accounting principles”
means such accounting principles as are generally accepted at the time of any
computation.


     “Authenticating Agent” means any agent of the Trustee which at any time
shall be appointed and acting pursuant to the provisions of Section 7.12.


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


     “Bearer Security” means any Security in the form of bearer securities
established pursuant to Section 2.03 that is payable to bearer including any
coupons appertaining thereto unless (i) the context otherwise indicates or (ii)
the term “coupon” is separately employed for purposes of clarity.


     “Board of Directors” means the Board of Directors of the Company, or any
duly authorized committee of such Board or any officers of the Company duly
authorized so to act by such Board.


     “Board Resolution” means a copy of a resolution or resolutions 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  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 in
conjunction with the name of a city, means each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in that
Place of Payment or city are authorized or obligated by or pursuant to law,
regulation or executive order to close, and shall otherwise mean each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions at the place where any specified act pursuant to this Indenture is
to occur are authorized or obligated by or pursuant to law, regulation or
executive order to close.


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


     “Company” shall mean Eli Lilly and Company, an Indiana corporation and,
subject to Article 11, its successors or assigns.


     “Component Currency” has the meaning specified in Section 3.11(i).


     “Consolidated Net Tangible Assets” means the total amount of assets (less
applicable reserves and other properly deductible items) after deducting (1)
all current liabilities (excluding the amount of those which are by their terms
extendable or renewable at the option of the obligor to a date more than 12
months after the date as of which the amount is being determined) and (2) all
goodwill, tradenames, trademarks, patents, unamortized debt discount and
expense and other like intangible assets, all as set forth on the most recent
balance sheet of the Company and its consolidated subsidiaries and determined
in accordance with generally accepted accounting principles.


     “Consolidated Subsidiary” and “Consolidated Subsidiaries” means,
respectively, any or all Subsidiaries the accounts of which are properly
included in the Company’s consolidated financial statements.


     “Conversion Date” has the meaning specified in Section 3.11(e).


     “Conversion Rate” has the meaning specified in Section 7.11.


     “Corporate Trust Office” means the office of the Trustee in New York, New
York at which at any particular time its corporate trust business shall be
principally administered, except that, with respect to presentation of


2






 



 Securities for payment or registration of transfers and exchanges and the
location of the Security Register, such term means the office or agency of the
Trustee in said city at which at any particular time its corporate agency
business shall be conducted.


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


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


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


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


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


     “Discharged” means that the Company will be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Securities of the series as to which Section 12.02 is specified as applicable
and to have satisfied all the obligations under this Indenture relating to the
Securities of such series (and the Trustee, at the expense of the Company, will
execute proper instruments acknowledging the same), except (A) the rights of
Holders thereof to receive, from the trust fund described in clause (q)(1)
above, payment of the principal of and the interest, if any, on such Securities
when such payments are due, (B) the Company’s obligations with respect to such
Securities under Sections 3.05 and 3.06 (insofar as applicable to Securities of
such series), 12.02 and 5.02 and the Company’s obligations to the Trustee under
Section 7.05, (C) the rights of Holders of Securities of any series respect to
the currency or currency units in which they are to receive payments of
principal, premium, if any, and interest and (D) the rights, powers, trusts,
duties and immunities of the Trustee hereunder, will survive such discharge.
The Company will reimburse the trust fund for any loss suffered by it as a
result of any tax, fee or other charge imposed on or assessed against deposited
U.S. Government Obligations or Foreign Government Securities, as the case may
be, or any principal or interest paid on such obligations, and, subject to the
provisions of Section 7.05,


3






 



 will indemnify the Trustee against any claims made against the Trustee in
connection with any such loss.


     “Dollar” means the coin or currency of the United States as at the time of
payment is legal tender for the payment of public and private debts.


     “Dollar Determination Agent” means a New York clearing house bank
appointed by the Company.


     “Dollar Equivalent of the Currency Unit” as the meaning specified in
Section 3.11(h).


     “Dollar Equivalent of the Foreign Currency” has the meaning specified in
Section 3.11(g).


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


     “European Communities” means the European Economic Community, the European
Coal and Steel Community and the European Atomic Energy Community as
constituted from time to time.


     “Event of Default” means any event or condition specified in Section 6.01,
continued for the period of time, if any, and after the giving of the notice,
if any, therein designated.


     “Exchange Rate Agent” means the entity appointed by the Company pursuant
to Section 8.02.


     “Exchange Rate Officer’s Certificate” means a tested telex or a
certificate setting forth (i) the applicable Official Exchange Rate and (ii)
the Dollar or Foreign Currency or currency unit amounts of principal, premium,
if any, and interest, if any, respectively (on an aggregate basis and on the
basis of a Security having a principal amount of 1,000 in the relevant currency
or currency unit), payable on the basis of such Official Exchange Rate, sent
(in the case of a telex) or executed in the case of a certificate) by the
Treasurer or any Assistant Treasurer of the Company and delivered to the
Trustee; such tested telex or certificate need not comply with Section 314 of
the Trust Indenture Act.


     “Foreign Currency” means a currency issued by the government of any
country other than the United States of America.


     “Foreign Government Securities” means, with respect to Securities of any
series that are denominated in a Foreign Currency, securities that are (i)
direct obligations denominated and payable in such Foreign Currency of the
government that issued or caused to be issued such currency


4






 



 for the payment of which obligations its full faith and credit is pledged
or (ii) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of such government the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by such
government, which, in either case under clauses (i) or (ii), are not callable
or redeemable at the option of the issuer thereof.


     “Funded Debt” means indebtedness of the Company or a Subsidiary owning
Restricted Property maturing by its terms more than one year after its creation
and indebtedness classified as long-term debt under generally accepted
accounting principles and in each case ranking at lease pari passu with the
Securities.


     “Global Security” means a Registered Security or Bearer Security
evidencing all or part of a series of Securities issued to the Depositary for
such series in accordance with Section 3.03.


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


     “indebtedness” means any obligation which in accordance with generally
accepted accounting principles would be classified as indebtedness. For all
purposes of this Indenture, all indebtedness which is either (a) secured by a
mortgage, lien or other encumbrance upon property owned by any corporation,
although such corporation has not assumed or become liable for the payment of
such indebtedness, or (b) guaranteed by any corporation shall be deemed to have
been assumed by such corporation and to be included in any reference to the
indebtedness of such corporation.


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


     “interest”, when used with respect to an Original Issue Discount Security
means interest payable after maturity.


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


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


5






 


     “mandatory sinking fund payment” has the meaning specified in Section
4.05.


     “Market Exchange Rate” has the meaning specified in Section 3.11(i).


     “maturity”, when used with respect to any Security, means the date on
which the principal (or a portion thereof) of such Security becomes due and
payable as therein or herein provided, whether at Stated Maturity or by
declaration of acceleration, notice of redemption, request for redemption at
the option of the Holder, exercise of option to elect early maturity or
otherwise.


     “Officers’ Certificate” means a certificate signed by the Chairman of the
Board of Directors, the President or any Vice President, and the Treasurer, the
Controller, the Secretary or any Assistant Secretary, of the Company, and
delivered to the Trustee. Each such Officers’ Certificate shall contain the
statements provided in Section 314 of the Trust Indenture Act, if applicable.


     “Official Exchange Rate” means with respect to any payment to be made
hereunder, the exchange rate between the relevant currency or currency unit and
the currency or currency unit of payment calculated by the Exchange Rate Agent
for the Securities of the relevant series (or in the case of ECU, reported by
the Commission of the European Communities and currently based on the rates in
effect at 2:30 p.m., Brussels time, on the exchange markets of the Component
Currencies of ECU), on the Business Day (in the city in which such Exchange
Rate Agent has its principal office) immediately preceding delivery of any
Exchange Rate Officer’s Certificate.


     “Opinion of Counsel” means a written opinion of counsel, who may be
counsel for or an employee of the Company, which is acceptable in form and
substance to the Trustee. Each Opinion of Counsel shall contain the statements
provided in Section 314 of the Trust Indenture Act, if applicable.


     “optional sinking fund payment” has the meaning specified in Section 4.05.


     “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 6.01.


     “Outstanding”, when used with reference to Securities, subject to the
provisions of Section 8.04, means, as of any particular time, all Securities
authenticated and delivered by the Trustee under this indenture, except


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


6






 


     (b)  Securities, or portions thereof, for the payment or redemption of
which moneys or, as provided in Section 12.02 hereof, Foreign Government
Securities or U.S. Government Obligations, as the case may be, in the necessary
amount shall have been deposited in trust with the Trustee or with any Paying
Agent (other than the Company) or (except for purposes of Section 12.01) shall
have been set aside and segregated in trust by the Company (if the Company
shall act as its own Paying Agent), provided that if such Securities are to be
redeemed prior to the maturity thereof, notice of such redemption shall have
been given as in Article Four provided, or provision satisfactory to the
Trustee shall have been made for giving such notice; and


     (c)  Securities in lieu of or in substitution for which other Securities
shall have been authenticated and delivered pursuant to section 3.06;


provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have taken any action, given any
request, demand, authorization, direction, notice, consent or waiver hereunder
or whether a quorum is present at a meeting of Holders of Securities, the
principal amount of an Original Issue Discount Security that shall be deemed to
be Outstanding shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon acceleration of the
maturity thereof pursuant to Section 6.0l.


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


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


     “Place of Payment”, when used with respect to the Securities of any
series, means the principal office of the Trustee or such other place or places
where the principal of, premium, if any, and interest, if any, on the
Securities of that series are payable as specified in accordance with Section
3.01.


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


7






 


     “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 (exclusive of accrued interest, if any) at which it is to be
redeemed pursuant to this Indenture.


     “Registered Security” means any Security in the form of registered
securities established pursuant to Section 2.03 that is registered in the
Security Register.


     “Regular Record Date” for the interest payable on any Interest Payment
Date on the Registered Securities of any series means the day specified for
that purpose as contemplated by Section 3.01, whether or not such day shall be
a Business Day.


     “Required Currency” has the meaning specified in Section 1.13.


     “Responsible Officer”, when used with respect to the Trustee, means the
Chairman or any Vice Chairman of the Board of Directors, the Chairman or any
Vice Chairman of the Executive Committee of the Board of Directors, the
Chairman of the Trust Committee, the President, any Vice President, any
Assistant Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any
Senior Trust Officer, any Trust Officer or Assistant Trust Officer, the
Controller or any Assistant Controller or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.


     “Restricted Property” means (1) any manufacturing facility, or portion
thereof, owned or leased by the Company or any Subsidiary and located within
the continental United States of America which, in the opinion of the Board of
Directors, is of material importance to the business of the Company and its
Subsidiaries taken as a whole, but no such manufacturing facility, or portion
hereof, shall be deemed of material importance if its gross book value (before
deducting accumulated depreciation) is less than 2% of Consolidated Net
Tangible Assets, or (2) any shares of capital stock or indebtedness of any
Subsidiary owning any such manufacturing facility. As used in this definition,
“manufacturing facility” means property, plant and equipment used for actual
manufacturing and for activities directly related to manufacturing such as
quality assurance, engineering, maintenance, staging areas for work in process
materials, employees’ eating and comfort facilities and manufacturing


8






 



 administration, and it excludes sales offices, research facilities and
facilities used only for warehousing or general administration.


     “Sale and Leaseback Transaction” means any arrangement with any person
pursuant to which the Company or any Subsidiary leases any Restricted Property
that has been or is to be sold or transferred by the Company or the Subsidiary
to such person, other than (1) temporary leases for a term, including renewals
at the option of the lessee, of not more than three years, (2) leases between
the Company and a Subsidiary or between Subsidiaries, (3) leases of a
Restricted Property executed by the time of, or within 12 months after the
latest of, the acquisition, the completion of construction or improvement, or
the commencement of commercial operation of the Restricted Property, and (4)
arrangements pursuant to any provision of law with an effect similar to the
former Section 163(f)(3) of the Internal Revenue Code of 1954, as amended.


     “Security” or “Securities” means one or more, as the case may be, of the
Company’s debt securities authenticated and delivered under this Indenture,
which may be Registered Securities or Bearer Securities.


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


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


     “Specified Amount” has the meaning specified in Section 3.11(i).


     “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.


     “stock” includes any and all shares, interests, participations or other
equivalents (however designated) of corporate stock.


     “Subsidiary” means any corporation more than 50% of the voting stock of
which shall at the time be owned by the Company or by one or more Subsidiaries
or by the Company and one or more Subsidiaries, but shall not include any
corporation of which the Company and/or one or more Subsidiaries owns directly
or indirectly less than 50% of the outstanding stock of all classes having
ordinary voting power for the election of directors but more than 50% of the
outstanding shares of stock of a class having by its terms


9






 



 ordinary voting power as a class to elect a majority of the board of
directors of such corporation.


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


     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.


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


     “United States Person” has the meaning as determined by Section 3.01(18).


     “U.S. Government Obligations” means securities that are (i) direct
obligations of the United States for the payment of which its full faith and
credit is pledged or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States the timely
payment of which is unconditionally guaranteed as a full faith and credit
obligation of the United States, which, in either case under clauses (i) or
(ii), are not callable or redeemable at the option of the issuer thereof, and
will also include a depository receipt issued by a bank or trust company as
custodian with respect to any such U.S. Government Obligation or a specified
payment of interest on or principal of any such U.S. Government Obligation held
by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of interest on or principal of
the U.S. Government Obligation evidenced by such depository receipt.


     “Valuation Date” has the meaning specified in Section 3.11(e).


     “Value” means, with respect to a Sale and Leaseback Transaction, an amount
equal to the net present value of the lease payments with respect to the term
of the lease remaining on the date as of which the amount is being determined,
without regard to any renewal or extension options contained in the lease,
discounted at the weighted average interest rate


10






 



 on the Securities of all series (including the yield to maturity on any
Original Issue Discount Securities) which are outstanding on the effective date
of such Sale and Leaseback Transaction.


     “voting stock”, as applied to the stock of any corporation, means stock
having ordinary voting power for the election of directors of such corporation,
other than stock having such power only by reason of the happening of a
contingency.


     “Yield to Maturity” means the yield to maturity on a series of securities,
calculated at the time of issuance of such series, or, if applicable, at the
most recent redetermination of interest on such series, and calculated in
accordance with accepted financial practice.


     SECTION 1.02. Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.


     Any certificate, statement 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 representation
with respect to the matters upon which his certificate, statement or opinion is
based are erroneous. Any certificate, statement or Opinion of Counsel may be
based, insofar as it relates to factual matters, upon a certificate, statement
or opinion of or representations by an officer or officers of the Company
stating that the information with respect to such factual matters is in the
possession of the Company, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate, statement or opinion or
representation with respect to such matters are erroneous.


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


     SECTION 1.03. Notices, Etc., to Trustee and Company. Any request, demand,
authorization, direction, notice, consent, waiver or act of Holders or other
document


11






 



 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
made, given, furnished or filed in writing to or with the Trustee
at the principal office of the Trustee and unless otherwise herein
expressly provided, any such document shall be deemed to be
sufficiently made, given, furnished or filed upon its receipt by a
Responsible Officer of the Trustee, 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, to the Company addressed to it at Lilly Corporate Center,
Indianapolis, Indiana 46285, Attention: Secretary, or at any
other address previously furnished in writing to the Trustee by
the Company.
	 
	 	     SECTION 1.04. Notice to Holders; Waiver.



     (a)  Where this Indenture provides for notice to Holders of Registered
Securities of any event, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each Holder of a Registered Security affected by such event
and to such other Holders of Securities as have, within two years preceding
such transmission, filed their names and addresses with the Trustee for that
purpose, at his address as it appears in the Security Register, not later than
the latest date and not earlier than the earliest date prescribed for the
giving of such notice, and in the event of suspension of regular mail service
or for any other reason it shall be impracticable to give such notice to
Holders of Registered Securities by mail, then such notification to Holders of
Registered Securities shall be made in the manner specified in Section 1.04(b)
and such notification shall constitute sufficient notification for every
purpose hereunder. In any case where notice to Holders of Registered
Securities is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder of a Registered
Security shall affect the sufficiency of such notice with respect to other
Holders of Securities or the sufficiency of any notice by publication to
Holders of Securities given as provided in Section 1.04(b).


     (b)  Where (x) this Indenture provides for notice to Holders of Bearer
Securities or (y) if there has been a suspension of regular mail service or for
any other reason it is impracticable to give notice to Holders of Registered
securities by mail, such notice shall be sufficiently given if


12






 



 published on a Business Day in an Authorized Newspaper in The City of New
York and, if the Securities of such series are then listed on The International
Stock Exchange of the United Kingdom and the Republic of Ireland, in London
and, if the Securities of such series are then listed on the Luxembourg Stock
Exchange, in Luxembourg and if the Securities of such series are then listed on
any other stock exchange outside the United States and such stock exchange
shall so require, in any other required city outside the United States, or, if
not practicable in any required city, in London, such publication to be not
earlier than the earliest date and not later than the latest date prescribed
for the giving of such notice. In case by reason of the suspension of
publication of any Authorized Newspaper or Authorized Newspapers or by reason
of any other cause it shall be impracticable to publish any notice as provided
in this Section 1.04(b), then such notification as shall be given with the
approval of the Trustee shall constitute sufficient notice to such Holders for
every purpose under this Section 1.04(b). Neither failure to give notice by
publication as provided in this Section 1.04(b), nor any defect in any notice
so published, shall affect the sufficiency of any notice mailed to Holders of
Registered Securities as provided in Section 1.04(a).


     (c)  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.


     (d)  Any request, demand, authorization, notice, consent, election, waiver
or other act 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.


     SECTION 1.05. Conflict With Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof which is required
to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control.


     SECTION 1.06. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.


     SECTION 1.07. Successors and Assigns. All covenants and agreements in
this Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.


13






 


     SECTION 1.08. Separability Clause. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


     SECTION 1.09. Benefits of Indenture. Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder and the Holders, any benefit or
any legal or equitable right, remedy or claim under this Indenture.


     SECTION 1.10. Governing Law. This Indenture and the Securities shall be
governed by and construed in accordance with the laws of the State of Now York.


     SECTION 1.11. Legal Holidays. Unless otherwise provided by Section 3.01,
in any case where any Interest Payment Date, Redemption Date or Stated Maturity
of any Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of the principal of, premium, if any, or interest, if any, on such
Security 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
at the Stated Maturity, provided that no additional interest shall accrue with
respect to the payment due on such date for the period from and after such
Interest Payment Date, Redemption Date or Stated Maturity, as the case may be,
to the next succeeding Business Day.


     SECTION 1.12. Moneys of Different Currencies to be Segregated. The
Trustee shall segregate moneys, funds and accounts held by the Trustee
hereunder in one currency (or unit thereof) from any moneys, funds or accounts
in any other currencies (or units thereof), notwithstanding any provision
herein which would otherwise permit the Trustee to commingle such amounts.


     SECTION 1.13. Payment to be in Proper Currency. In the case of any
Security denominated in any particular currency or currency unit (the “Required
Currency”), except as otherwise provided herein, therein or in or pursuant to
the related Board Resolution or supplemental indenture, the obligation of the
Company to make any payment of principal of, premium, if any, or interest, if
any, thereon shall not be discharged or satisfied by any tender by the Company,
or recovery by the Trustee, in any currency or currency unit other than the
Required Currency, except to the extent that such tender or recovery, if
exchanged for the Required Currency by the Trustee at its election as provided
in the next sentence, shall result in the Trustee timely holding the full
amount of the Required Currency then due and payable.


14






 


Neither the Trustee nor any Paying Agent shall be obligated to make any
payment in any currency or currency unit other than the currency or currency
unit tendered to, or recovered by, the Trustee or such Paying Agent.
Notwithstanding the foregoing, if any such tender or recovery is made in other
than the Required Currency, the Trustee may take such actions as it considers
appropriate to exchange such other currency or currency unit for the Required
Currency. The costs and risks of any such exchange, including, without
limitation, the risks of delay and exchange rate fluctuation, shall be borne by
the Company, the Company shall remain fully liable for any shortfall or
delinquency in the full amount of the Required Currency then due and payable
and in no circumstances shall the Trustee be liable therefor. The Company
hereby waives any defense of payment based upon any such tender or recovery
which is not in the Required Currency, or which, when exchanged for the
Required Currency by the Trustee, is less than the full amount of the Required
Currency then due and payable.


15






 


ARTICLE TWO


SECURITY FORMS


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


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


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


     SECTION 2.02. Form of Trustee’s Certificate of Authentication. The
Trustee’s certificate of authentication on all Securities shall be in
substantially the following form:


     This is one of the Securities of the series designated therein issued
under the within-mentioned Indenture.



	 	 
	 	 
	 	[full name of Trustee],

as Trustee




	 	 
	 	

	 	By     
Authorized Officer



16






 



     SECTION 2.03. Forms of Securities. Each Security shall be in one of the
forms approved from time to time by or pursuant to a Board Resolution or one or
more indentures supplemental hereto which shall set forth the information
required by Section 3.01. Unless otherwise provided as contemplated by Section
3.01 with respect to any series of Securities, the Securities of each series
shall be issuable in registered form without coupons. If so provided as
contemplated by Section 3.01, the Securities of a series shall be issuable in
whole or in part (a) in bearer form, with interest coupons attached, (b) in
registered and bearer form or (c) in the form of one or more Global Securities.


17






 


ARTICLE THREE


THE SECURITIES


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


     The Securities may be issued in one or more series, and each such series
shall rank equally and pari passu with all other unsecured and unsubordinated
indebtedness of the Company. There shall be established in or pursuant to a
Board Resolution, and set forth in an officers’ Certificate, or established in
one or more indentures supplemental hereto, prior to the initial issuance of
Securities of any series,


     (1)  the title of the Securities of the series (which shall distinguish the
Securities of the series from all other Securities, except to the extent that
additional Securities of an existing series are being issued);


     (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
3.04, 3.05, 3.06, 4.03 or 10.04);


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


     (4)  the rate or rates (which may be fixed or variable), or the method of
determination thereof, at which the Securities of the series shall bear
interest, if any, the date or dates from which such interest shall accrue, or
the method of determination thereof, the Interest Payment Dates on which such
interest shall be payable and (in the case of Registered Securities) the
Regular Record Date for the interest payable on any Interest Payment Date;


     (5)  if other than such currency of the United States as at the time of
payment is legal tender for payment of public or private debts, the currency or
currencies or currency unit or units, in which payment of the principal of,
premium, if any, or interest, if any, on the Securities of the series shall be
payable and the Dollar Determination Agent, if any, for such series;


     (6)  if the principal of, 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, in a currency or currencies or currency unit or units, other than that
in which the Securities are stated to be payable, the


18






 



 period or periods within which, and the terms and conditions upon which,
such election may be made or the other circumstances under which any of such
Securities are to be so payable, including without limitation the application
of Section 3.11 and any deletions to, modifications of or additions to the
provisions thereof, and any provision requiring the Holder to bear currency
exchange costs by deduction from such payments;


     (7)  if the amount of payments of principal of, premium, if any, or
interest, it any, on any of the Securities of the series may be determined with
reference to an index, formula, or other method based on (i) a currency or
currencies, or currency unit or units, or in such other commodity as permitted,
other than that in which such Securities are stated to be payable or (ii) any
method not inconsistent with the provisions of this Indenture specified in or
pursuant to such Board Resolution, then in either case (i) or (ii) the manner
in which such amounts shall be determined;


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


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


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


     (11)  whether Bearer Securities of the series are to be issuable and, if
so, (i) whether Registered Securities of the series are also to be issuable and
(ii) the manner in which such Bearer Securities are to be dated;


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


19






 



 terms upon which interests in such temporary Global Security may be
exchanged for interests in a permanent Global Security or for definitive
Securities of the series and the terms upon which interests in a permanent
Global Security, if any, may be exchanged for definitive Securities of the
series;


     (13)  whether the Securities of the series shall be issued in whole or in
part in the form of one or more Global Securities and, in such case, the
Depositary for such Global Security or Securities;


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


     (15)  if other than the principal amount thereof, the portion of the
principal amount of any of the Securities of the series which shall be payable
upon declaration of acceleration of the maturity thereof pursuant to Section
6.01;


     (16)  the application, if any, of section 12.02, or such other means of
satisfaction and discharge as may be specified for the Securities of a series;


     (17)  any deletions from or modifications of or additions to the Events of
Default set forth in Section 6.01 pertaining to the Securities of the series;


     (18)  whether and under what circumstances and with what procedures and
documentation the Company will pay additional amounts on any of the securities,
of the series to any Holder who is not a United States Person (including a
definition of such term), in respect of any tax, assessment or governmental
charge withheld or deducted and, if so, whether the Company will have the
option to redeem such Securities rather than pay additional amounts (and the
terms of any such option);


     (19)  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 3.04;


     (20)  the form of the Securities of the series; and


20






 


     (21)  any other terms of the series (which terms shall not be inconsistent
with the provisions of this Indenture or adversely affect the rights of Holders
of any other series of Securities then outstanding).


     If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
delivered to the Trustee at or prior to the initial issuance of Securities of
such series.


     SECTION 3.02. Denominations. Unless otherwise provided as contemplated by
Section 3.01 with respect to any series of Securities and except as provided in
Section 3.03, the Registered Securities of each series, if any, shall be
issuable in denominations of $1,000 and any integral multiple thereof and the
Bearer Securities of each series, if any, shall be issuable in the denomination
of $5,000. Securities of each series shall be numbered, lettered or otherwise
distinguished in such manner or in accordance with such plan as the officers of
the Company executing the same may determine with the approval of the Trustee.


     SECTION 3.03. Execution, Authentication, Delivery and Dating. The
Securities shall be signed on behalf of the Company by the Chairman of the
Board of Directors, the President, or a Vice President and by its Treasurer or
Controller or its Secretary or an Assistant Secretary, under its corporate
seal. Such signatures may be manual or facsimile signatures of the present or
any future such authorized officers and may be imprinted or otherwise
reproduced on the Securities. The seal of the Company may be in the form of a
facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities. Any coupons shall be executed on behalf of the
Company by the manual or facsimile signature of any such authorized officer of
the Company.


     Only such Securities as shall bear thereon a certificate of authentication
substantially in the form hereinbefore recited, executed by the Trustee, shall
be entitled to the benefits of this Indenture or be valid or obligatory for any
purpose. Such certificate by the Trustee upon any Security executed by the
Company shall be conclusive evidence that the Security so authenticated has
been duly authenticated and delivered hereunder.


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


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     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication. The Trustee shall thereupon
authenticate and deliver such Securities to or upon the written order of the
Company, signed by the Chairman of the Board of Directors, the President, or a
Vice President and by its Treasurer or controller or by its Secretary or an
Assistant Secretary, or pursuant to such procedures acceptable to the Trustee
and such recipients, without any further action by the Company; provided,
however, that in connection with its original issuance, a Bearer Security may
be delivered only outside the United States and only if the Company or its
agent shall have received from the person entitled to delivery of such Bearer
Security a certificate substantially in the form set forth as Exhibit A hereto.
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 the documents specified in Section 314 of the Trust Indenture Act, and in
addition:


     (a)  a Board Resolution relating thereto, and, if applicable, an
appropriate record of any action taken pursuant to such Board Resolution,
certified by the Secretary or an Assistant Secretary of the Company;


     (b)  an executed supplemental indenture, if any; and


     (c)  an Opinion of Counsel prepared in accordance with Section 1.02, which
shall also state



		
	 	     (1) that the form and terms of such Securities have been
established by or pursuant to one or more Board Resolutions, by a
supplemental indenture as permitted by Section 10.01(f), or by
both such resolution or resolutions and such supplemental
indenture, in conformity with the provisions of this Indenture;
	 
	 	     (2) that the supplemental indenture, if any, when executed
and delivered by the Company and the Trustee, will constitute a
valid and legally binding obligation of the Company; and
	 
	 	     (3) that such Securities when authenticated and delivered by
the Trustee and issued by the Company in the manner and subject to
any conditions specified in such opinion of Counsel, will
constitute valid and legally binding obligations of the Company in
accordance with their terms and will be entitled to the benefits
of this Indenture.



22






 





     The Trustee shall have the right to decline to authenticate and deliver
the Securities of such series if the Trustee reasonably determines that such
action may not lawfully be taken, would expose the Trustee to personal
liability or would add to the obligations and duties of the Trustee hereunder
in any material respect. In addition, prior to the authentication upon
original issuance of the first Security of a series to be issued, which is
denominated in a Foreign Currency or currency unit, the Trustee shall have the
right to decline to authenticate and deliver any Securities of such series if
the Trustee determines in its reasonable discretion that it would not be able
to properly fulfill its obligations hereunder in respect of such Securities or
to do so would be unduly burdensome to the Trustee.


     If the Company shall establish pursuant to Section 3.01 that the
Securities of a series are to be issued in whole or in part in the form of one
or more Global Securities, then the Company shall execute and the Trustee
shall, in accordance with this Section and the written order of the Company
with respect to such series, authenticate ant deliver one or more Global
Securities in temporary or permanent form that (i) shall represent and shall be
denominated in an amount equal to the aggregate principal amount of the
Outstanding Securities of such series to be represented by one or more Global
Securities, (ii) shall be registered, if in registered form, in the name of the
Depositary for such Global Security or securities or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary’s instruction, and (iv) shall bear a legend to
substantially the following effect: “Unless and until it is exchanged in whole
or in part for Securities in definitive registered form, this Security may not
be transferred except as a whole by the Depositary to the nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or to a nominee of such successor Depositary.”


     Each Depositary designated pursuant to Section 3.01 for a Global Security
in registered form to be delivered in the United States must, at the time of
its designation and at all times while it serves as Depositary, be a clearing
agency registered under the Securities Exchange of Act of 1934, as amended, and
any other applicable statute or regulation.


     Each Registered Security shall be dated the date of its authentication.
Each Bearer Security shall be dated as of the date specified as contemplated by
Section 3.01.


     Notwithstanding the provisions of Section 3.01 and of this Section 3.03,
if all Securities of a series are not to be originally issued at one time, it
shall not be necessary to deliver the Officers’ Certificate otherwise required
pursuant


23






 



 to Section 3.01 or the written order of the Company, Board Resolution,
Officers’ Certificate and Opinion of Counsel otherwise required pursuant to
this Section 3.03 at or prior to the time of authentication of each Security of
such series if such documents are delivered at or prior to the authentication
upon original issuance of the first Security of such series to be issued.


     SECTION 3.04. Temporary Securities. Pending the preparation of a
permanent Global Security or definitive Securities of any series, the Company
may execute, and upon compliance with Section 3.03 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 and coupons may determine, as evidenced by their
execution of such Securities and coupons. In the case of Securities of any
series, such temporary securities may be in global form, representing all or a
portion of the Outstanding Securities of such series.


     If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
Except as otherwise specified as contemplated by Section 3.01(12)(y) with
respect to a series of Securities issuable as Bearer Securities, (a) after the
preparation of definitive Securities of such series, the temporary Securities
of such series shall, a 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 such series and (b) 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 and of like tenor; provided, however, that no
definitive Bearer Security shall be delivered in exchange for a temporary
Registered Security; and provided further that no definitive Bearer Security
shall be delivered in exchange for a temporary Security unless the Company or
its agent shall have received from the person entitled to receive the
definitive Bearer Security a certificate substantially in the form set forth in
Exhibit A hereto; and provided further, delivery of a Bearer Security shall
occur only outside the United States; and provided further that neither a
beneficial interest in a permanent Global Security in bearer form nor a
definitive Bearer Security will be issued if the Company has reason to know
that such certificate is false. Until so exchanged, the temporary


24






 



 Securities of any series shall in all respects be entitled to the same
benefits under this indenture as definitive Securities of such series except as
otherwise specified as contemplated by Section 3.01 with respect to the payment
of interest on Securities in temporary form. Such exchanges shall be made by
the Company at its expense and without any charge therefor.


     SECTION 3.05. Registration; Registration of Transfer and Exchange. The
Company shall cause to be kept for each series of Registered Securities at one
of the offices or agencies maintained in accordance with Section 5.02 a
register or registers herein sometimes collectively referred to as the
“Security Register” in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of such Registered
Securities and of transfers of such Registered Securities. Said office or
agency is hereby appointed “Security Registrar” for the purpose of registering
such Registered Securities and transfers of such Registered Securities as
herein provided.


     Upon surrender for registration of transfer of any Registered Security of
any series at an office or agency maintained in accordance with Section 5.02,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Registered Securities of the same series and of like tenor, of any authorized
denominations and of a like aggregate principal amount and Stated Maturity.


     In no case shall there be more than one Security Register for a series of
Registered Securities.


     At the option of the Holder, Registered Securities of any series (except a
Global Security) may be exchanged for other Registered Securities of the same
series and of like tenor, of any authorized denominations and of a like
aggregate principal amount and Stated Maturity, upon surrender of the
Registered Securities to be exchanged at such office or agency. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive. Bearer Securities may not be delivered in
exchange for Registered Securities.


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


25






 



 successor Depositary or to a nominee of such successor Depositary.


     At the option of the Holder except as otherwise specified as contemplated
by Section 3.01(12)(y) with respect to a Global Security issued in bearer form,
Registered Securities may be issued in exchange for Bearer Securities of the
same series (if the Securities of such series are issuable as Registered
Securities) or Bearer Securities of any series may be issued in exchange for
Bearer Securities of the same series (if Bearer Securities of such series are
issuable in more than one denomination), of any authorized denomination and of
like tenor and aggregate principal amount, upon surrender of the Bearer
Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining; provided,
however, delivery of a Bearer Security shall occur only outside the United
States. If the Holder of a Bearer security is unable to produce any such
unmatured coupon or coupons or matured coupon or coupons in default, such
exchange may be effected if the Bearer Securities are accompanied by payment in
funds acceptable to the Company 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 if there be furnished to the Company and the
Trustee such security or indemnity as the Company may require in its sole
discretion to save the Company, the Trustee 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 5.02, interest
represented coupons shall be payable only upon presentation and surrender of
those coupons at an office or agency located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any series is
surrendered at any such office or agency in exchange for a Registered Security
of the same series 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 Payment Date
and before the opening of business at such office or agency on the related date
for payment of Defaulted Interest, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date or proposed date of
payment, as the case may be.


     If at any time the Depositary for the Securities of a series notifies the
Company that it is unwilling or unable to continue as Depositary for the
Securities of such series or if at any time the Depositary for the Securities
of such series shall no longer be eligible under Section 3.03, the Company
shall appoint a successor Depositary with respect to the Securities of such
series. If a successor Depositary for


26






 



 the Securities of such series is not appointed by the Company within 90
days after the Company receives such notice or becomes aware of such
ineligibility, the Company’s election pursuant to Section 3.01(13) shall no
longer be effective with respect to the Securities of such series and the
Company will execute, and the Trustee, upon receipt of a written order of the
Company for the authentication and delivery of definitive Securities of such
series, will authenticate and deliver as specified in such written order,
Securities of such series in definitive form in an aggregate principal amount
equal to the principal amount of the Global Security or Securities representing
such series in exchange for such Global Security or Securities.


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


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



		
	 	     (i) to each Person specified by such Depositary a new
Security or Securities of the same series, of any authorized
denomination as requested by such Person in aggregate principal
amount equal to and in exchange for such Person’s beneficial
interest in the Global Security; and
	 
	 	     (ii) to such Depositary a new Global Security in a
denomination equal to the difference, if any, between the
principal amount of the surrendered Global Security and the
aggregate principal amount of Securities delivered to Holders
thereof.



     In any exchange provided for in any of the preceding three paragraphs, the
Company will execute and the Trustee will authenticate and deliver Securities
(a) in definitive registered form in authorized denominations, if the
Securities of such series are issuable as Registered


27






 



 Securities, (b) in definitive bearer form in authorized denominations,
with coupons attached, if the Securities of such series are issuable as Bearer
Securities or (c) as either Registered or Bearer Securities, if the Securities
of such series are issuable in either form; provided, however, that no
definitive Bearer Security shall be delivered in exchange for a temporary
Global Security unless the Company or its agent shall have received from the
person entitled to receive the definitive Bearer Security a certificate
substantially in the form set forth in Exhibit A hereto; and provided further
delivery of a Bearer security shall occur only outside the United States; and
provided further, that no definitive Bearer Security will be issued if the
Company as reason to know that such certificate is false.


     Upon the exchange of a Global Security for Securities in definitive form,
such Global Security shall be cancelled by the Trustee. Registered Securities
issued in exchange for a Global Security pursuant to this Section shall be
registered in such names and in such authorized denominations as the Depositary
for such Global Security shall instruct the Trustee. The Trustee shall deliver
such Registered Securities to the persons in whose names such Securities are so
registered. The Trustee shall deliver Bearer Securities issued in exchange for
a Global Security pursuant to this Section to the persons, and in such
denominations, as the Depositary for Such Global Security shall instruct the
Trustee; provided, however, that no definitive Bearer Security shall be
delivered in exchange for a temporary Global Security unless the Company or its
agent shall have received from the person entitled to receive the definitive
Bearer Security a certificate substantially in the form set forth in Exhibit A
hereto; and provided further delivery of a Bearer Security shall occur only
outside the United States; and provided further that no definitive Bearer
Security will be issued if the Company has reason to know that such certificate
is false.


     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 Trustee)
be duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.


28






 


     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.


     The Company shall not be required (i) to issue, register the transfer of
or exchange Securities of any particular series during a period beginning at
the opening of business 15 days before the day of selection of Securities of
such series to be redeemed under Section 4.02 and ending at the close of
business on the day of the mailing of a notice of redemption of Securities of
such series selected for 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 Registered Security being redeemed
in part, or (iii) to exchange any Bearer Security so selected for redemption
except that such a Bearer Security may be exchanged for a Registered Security
of that series (if the Securities of such series are issuable as Registered
Securities), provided that such Registered Security shall be immediately
surrendered for redemption with written instruction for payment consistent with
the provisions of this Indenture.


     SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities. If any
mutilated Security, or a Bearer Security with one or more mutilated coupons
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, with, if Bearer Securities, all coupons corresponding to the coupons
surrendered with the surrendered Bearer Security (including mutilated coupons),
if any, of the same series and of like tenor and principal amount and bearing a
number not contemporaneously outstanding.


     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security or coupon
and (ii) such security or indemnity as may be required by then to hold each of
them and any agent of either of them harmless, then, in the absence of notice
to the Company or the Trustee that such security or coupon has been acquired by
a bona fide purchaser, the Company shall execute and upon its request the
Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or
stolen Security or in exchange for the Security to which a destroyed, lost or
stolen coupon appertains (upon surrender to the Trustee of such Security 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


29






 



 or stolen Security or to the Security to which such destroyed, lost or
stolen coupon appertains.


     In case any such mutilated, destroyed, lost or stolen Security or coupon
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security or coupon, pay such Security or coupon;
provided, however, that principal of (and premium, if any) and any interest on
Bearer Securities shall, except as otherwise provided in Section 5.02, be
payable only at an office or agency located outside the United States and
unless otherwise specified as contemplated by Section 3.01, any interest on
Bearer Securities shall be payable only upon presentation and surrender the
coupons appertaining thereto.


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


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


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


     SECTION 3.07. Payment of Defaulted Interest; Interest Rights Preserved.
Interest on any Registered Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Data shall be paid to the Person in
whose name that Registered Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest.


     Any interest on any Registered Security of any series which is payable,
but is not punctually paid or duly provided for, on any interest Payment Date
(herein called “Defaulted Interest”) shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date, and such Defaulted Interest may be
paid by the Company, at its election, as provided in either Clause (1) or (2)
below:


     (1)  The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the


30






 



 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 as to 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 equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
clause provided. Thereupon the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than
10 days after the receipt by the trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record Date and,
in the name and at the expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Data
therefore to be mailed, first-class postage prepaid, to each Holder of
Registered Securities of such series at his address as it appears in the
Security Register, not less than 10 days prior to such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been so mailed, such Defaulted Interest shall be
paid to the Persons in whose names the Registered Securities of such series (or
their respective Predecessor Securities) are registered at the close of
business on such Special Record Date. In case a Bearer Security of any series
is surrendered at the office or agency in a Place of Payment for such series in
exchange for a Registered Security of such series after the close of business
at soot office or agency on any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the
coupon relating to such proposed date of payment and Defaulted Interest will
not be payable on such proposed date of payment in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such coupon when due in accordance with the provisions of this
Indenture.


     (2) The Company may make payment of any Defaulted Interest on the
Registered Securities of any series in any other lawful manner not inconsistent
with the requirements of any securities exchange on which such Registered
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.


31






 


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


     SECTION 3.08. Persons Deemed Owners. The Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name any
Registered Security is registered as the owner of such Registered Security for
the purpose of receiving payment of principal of, premium, if any, and (subject
to Section 3.07) interest, if any, on such Registered Security and for all
other purposes whatsoever, whether or not such Registered Security be overdue,
and neither the Company, the Trustee nor any agent of the Company or the
Trustee shall be affected by notice to the contrary.


     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 Bearer Security or coupon for the purpose of receiving
payment thereof or on account thereof and for all other purposes whatsoever,
whether or not such Bearer Security or coupon be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.


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


     SECTION 3.09. Cancellation. All Securities surrendered for payment,
redemption, registration of transfer or exchange or for credit against any
payment in respect of a sinking fund or analogous obligation shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Securities held by the Trustee
shall be destroyed by the Trustee and the Trustee shall deliver to the Company
a certificate of destruction in respect thereof.



32








 



     SECTION 3.10. Computation of Interest. Except as otherwise specified as
contemplated by Section 3.01 for Securities of any series, any interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.


     SECTION 3.11. Currency and Manner of Payments in Respect of Securities.
The provisions of this Section shall apply to the Securities of any series
unless otherwise provided as contemplated by Section 3.01.


     (a)  The following payment provisions shall apply to any Registered
Security of any series denominated in Dollars, a Foreign Currency or any
currency unit, including without limitation ECU, except as provided in
paragraph (b) below:



		
	 	     (1) Except as provided in subparagraph (a)(2) or in paragraph
(d) below, payment of principal of and premium, if any, on such
Registered Security will be made at the Place of Payment by
delivery of a check in the currency or currency unit in which the
Security is denominated on the payment date against surrender of
such Registered Security, and, at the option of the Company, any
interest on any Registered Security will be paid at the Place of
Payment by mailing a check in the currency or currency unit in
which such interest is payable (which shall be the same as that in
which the Registered Security is denominated unless otherwise
provided) to the Holder entitled thereto at the address of such
Holder appearing on the Security Register.




		
	 	     (2) Payment of the principal of, premium, if any, and
interest, if any, on such Registered Security may also, subject to
applicable laws and regulations, be made at such other place or
places by any appropriate method as may be designated by the
Company.



     (b)  With respect to any Registered Security of any series denominated in
any Foreign Currency or currency unit, including without limitation ECU, if the
following provisions (or any substitute therefor, or addition thereto, not
inconsistent with this Indenture) are established pursuant to Section 3.01 or a
supplemental indenture hereto and if the Company has not, before the delivery
of the election referred to in clause (1) below, deposited funds or securities
in compliance with Section 12.01 or (if specified pursuant to Section 3.01)
Section 12.02 or provided for the payment of the Securities pursuant to
paragraph (a) above, the following payment provisions shall apply to any
payment to be made prior to the giving of any notice to Holders of any election
to


33






 



redeem pursuant to Section 4.02, except as otherwise provided in paragraphs
(e) and (f) below:



		
	 	     (1) A Holder of Registered Securities of a series shall have
the option to elect to receive payments of principal of, premium,
if any, and interest, if any, on such Registered Securities in a
currency (including Dollars) or currency unit, other than that in
which the Registered Security is denominated, as may to designated
for such election in the certificates for such Registered
Securities (or as provided pursuant to Section 3.01 or a
supplemental indenture hereto). Such election shall be made
by delivering to the Trustee a written election, in form and
substance satisfactory to the Trustee, not later than the close of
business in New York, New York, on the day 15 days prior to the
applicable payment date, or, if such payment date is an Interest
Payment Date, not later than the close of business in New York,
New York, on the Regular Record Data for such Interest Payment
Date. Such election will remain in effect for such Holder until
changed by the Holder by written notice to the Trustee (but any
such written notice must be received by the Trustee not later than
the close of business on the day 15 days prior to the next payment
date, or, if such payment date is an Interest Payment Date, the
close of business on the Regular Record Date for such Interest
Payment Date, to be effective for the payment to be made on such
payment date and no such change may be made with respect to
payments to be made on any Registered Security of such series with
respect to which notice of redemption has been given by the
Company pursuant to Article Four). Following delivery of such
election to the Trustee and until such election is changed,
payment of principal and premium, if any, will be made at the
Place of Payment by delivery of a check in the currency or
currency unit so elected on the payment date therefor against
surrender of such Registered Security and payment of interest, if
any, shall be made at the Place of Payment by mailing a check in
the currency or currency unit so elected to the Holder entitled
thereto at the address of such Holder appearing on the Security
Register. Any Holder of any such Registered Security who shall
not have delivered any election to the Trustee in accordance with
this paragraph (b) will be paid the amount due on the applicable
payment date in the Foreign Currency or currency unit in which the
Registered Security is denominated or payable as provided in
paragraph (a) of this Section 3.11.



34






 






		
	 	     (2) Payment of the principal of, premium, if any, and
interest, if any, on such Registered Security may also, subject to
applicable laws and regulations, be made at such other place or
places as may be designated by the Company by any appropriate
method.



     (c)  Payment of the principal of, premium, if any, and interest, if any, on
any Bearer Security will be made, except as provided in Section 3.04 with
respect to temporary Global Securities, unless otherwise specified pursuant to
Section 3.01, at such place or places outside the United States as may be
designated by the Company pursuant to any
applicable laws or regulations by any appropriate method in the currency
or currencies or currency unit or units in which the Bearer Security is payable
(except as provided in paragraph (e) below) on the payment date therefor
against surrender of the Bearer security, in the case of payment principal and
premium, if any, or the relevant coupon, in the case of payment of interest, if
any, to a Paying Agent designated for such series pursuant to Section 5.02.


     (d)  If the election referred to in paragraph (b) above has been provided
for pursuant to Section 3.01 and if at least one Holder has made such election,
then, (i) not later than 10 days prior to each payment date, the Trustee shall
deliver to the Company written notice specifying the respective aggregate
amounts of principal of, premium, if any, and interest, if any, on the
Securities to be paid on such payment date, and the currency or currency unit
in which each of such respective aggregate amounts are to be paid, specifying
the amounts so payable in respect of Registered Securities and Bearer
Securities, and specifying the amounts so payable in respect of the Registered
Securities denominated in each Foreign Currency or currency unit as to which
the Holders shall have elected to be paid in another currency or currency unit
as provided in paragraph (b) above, and (ii) not later than the seventh day
prior to the applicable payment date the Company will deliver to the Trustee an
Exchange Rate Officer’s Certificate in respect of the Dollar or Foreign
Currency or currency unit payments to be made on such payment date. The Dollar
or Foreign Currency or currency unit amount receivable by Holders of the
Securities denominated in a Foreign Currency or currency unit who have elected
payment in another currency or currency unit as provided in paragraph (b) above
shall be determined by the Company on the basis of the applicable Official
Exchange Rate set forth in the applicable Exchange Rate Officer’s Certificate.


     (e)  If a Foreign Currency in which any Security is denominated or payable
ceases to be recognized both by the government of the country which issued such
currency and for the settlement of transactions by public institutions of or
within the international banking community, or, with respect


35






 



to any Securities denominated or payable in ECU, if ECU ceases to be used both within the
European Communities and for settlement of transactions by public institutions
of or within the European Communities, or if any other currency unit in which a
Security is denominated or payable ceases to be used for the purposes for which
it was established, in each case determined in good faith by the Company, then
with respect to each date for the payment of principal of, premium, if any, and
interest, if any, on the applicable Security denominated or payable in such
Foreign Currency, ECU or such other currency unit occurring after the last date
on which such Foreign Currency, ECU or such other currency unit was so used
(the “Conversion Date”), the Dollar shall become the alternative currency of
payment for use on each such payment
date (unless a currency or currency unit other than the Dollar is
specified as the alternative currency of payment for the purposes of this
paragraph in the certificates for such Securities (or as provided pursuant to
Section 3.01 or a supplemental indenture hereto)); provided, however, that the
Foreign Currency or ECU or the currency unit previously the currency of payment
shall, at the Company’s election, resume being the currency of payment on the
first such payment date preceded by 15 Business Days during which the
circumstances which gave rise to the Dollar (or such other currency or currency
unit as may be specified as the alternative currency of payment) becoming such
alternative currency of payment no longer prevail, in each case as determined
in good faith by the Company. The Dollar (or such other currency or currency
unit as may be specified as the alternative currency of payment) amount to be
paid by the Company to the Trustee and by the Trustee or any Paying Agent to
the Holder of such Security with respect to such payment date shall be the
Dollar Equivalent of the Foreign Currency or, in the case of a currency unit,
the Dollar Equivalent of the Currency Unit, as determined by the Dollar
Determination Agent (which shall deliver its determination of such amount to be
paid by the Company in writing to the Trustee not later than the fifth Business
Day prior to the applicable payment date) as of the Conversion Date or, if
later, the date most recently preceding the payment date in question on which
such determination is possible of performance, but not more than 15 days before
such payment date (such Conversion Date or date preceding a payment date as
aforesaid being called the “Valuation Date”) in the manner provided in
paragraph (f) or (g) below.


     (f)  If the Holder of a Registered Security denominated in a Foreign
Currency or a currency unit elects payment in another designated Foreign
Currency or currency unit as provided for by paragraph (b) above and (i) if a
Foreign Currency is so elected and ceases to be used both by the government of
the country which issued such currency and for the settlement of transactions
by public institutions of or within the international banking community, or
(ii) if ECU is so elected and ceases to be used both within the European
Communities and for the settlement of transactions by public institutions of or
within the European


36






 



Communities, or (iii) if any such other currency unit is so
elected and ceases to be used for the purposes for which it was established,
then, in each case as determined in good faith by the Company, such Holder
shall (subject to paragraph (d) above) receive payment in the Foreign Currency
or currency unit in which the Registered Security is denominated. Each payment
covered by an election pursuant to paragraph (b) above shall be governed by the
provisions of this paragraph (f); provided, however, subject to any
contravening valid election pursuant to paragraph (b) above, the designated
Foreign Currency in case (i) or ECU in case (ii) or any other designated
currency unit in case (iii) shall, at the Company’s election, resume being the
currency or currency unit, as applicable, of payment with
respect Registered Securities as to which the Holders have so elected, but
only with respect to payments on payment dates preceded by 15 Business Days
during which the circumstances which gave rise to such Foreign Currency or
currency unit in which the Registered Security is denominated again becoming
the currency or currency unit, as applicable, of payment pursuant to this
paragraph (f), no longer prevail, in each case as determined in good faith by
the Company.


     (g)  The “Dollar Equivalent of the Foreign Currency” shall be determined by
the Dollar Determination Agent as of each Valuation Date and shall be obtained
by converting the specified Foreign Currency into Dollars (for such other
currency or currency unit as may be specified as the alternative currency of
payment for the purposes of paragraph (e) above) at the Market Exchange Rate on
the Valuation Date.


     (h)  The “Dollar Equivalent of the Currency Unit” shall be determined by
the Dollar Determination Agent as of each Valuation Date and shall be the sum
obtained by adding together the results obtained by converting the Specified
amount of each Component currency into Dollars (or such other currency or
currency unit as may be specified as the alternative currency of payment for
the purposes of paragraph (e) above) at the Market Exchange Rate on the
valuation Date for such Component Currency.


     (i)  For purposes of this Section 3.11 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 without limitation ECU.
	 
	 	     A “Specified Amount” of a Component Currency shall mean the
number of units or fractions thereof which such Component
Currency 



37






 




		
	 	represented in the relevant currency unit, including
without limitation ECU, on the Conversion Date. If after the
Conversion Date the official unit of any Component Currency is
altered by way of combination or subdivision, the Specified
Amount of such Component Currency shall be divided or multiplied
in the same proportion. If after the Conversion Date two or more
Component Currencies are consolidated into a single currency, the
respective Specified Amounts of such Component Currencies shall
be replaced by an amount in such single currency equal to the sum
of the respective Specified Amounts of such consolidated
Component Currencies expressed in such single currency, and such
amount shall thereafter be a Specified Amount and such single
currency shall thereafter be a
Component Currency. If after the Conversion Date any
Component Currency shall be divided into two or more currencies,
the Specified Amount of such Component Currency shall be replaced
by specified amounts of such two or more currencies, the sum of
which, at the Market Exchange Rate of such two or more currencies
on the date of such replacement, shall be equal to the Specified
Amount of such former Component Currency and such amounts shall
thereafter be Specified Amounts and such currencies shall
thereafter be Component Currencies.




		
	 	     “Market Exchange Rate” shall mean (unless a currency or
currency unit other than the Dollar is specified as the
alternative currency of payment for purposes of paragraph (d)
above) for any currency the noon Dollar buying rate for that
currency for cable transfers quoted in New York City on the
Valuation Date as certified for customs purposes by the Federal
Reserve Bank of New York. If such rates are not available for
any reason with respect to one or more currencies for which an
Exchange Rate is required, the Dollar Determination Agent shall
use, in its sole discretion and without liability on its part,
such quotation of the Federal Reserve Bank of New York as of the
most recent available date, or quotations from one or more major
banks in New York City or in the country of issue of the currency
in question, or such other quotations as the Dollar Determination
Agent shall deem appropriate. Unless otherwise specified by the
Dollar Determination 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 nonresident issuer of securities
designated in such currency would, as determined in its sole
discretion and 



38






 




		
	 	without liability on the part of the Dollar
Determination Agent, purchase such currency in order to make
payments in respect of such securities. If a currency or
currency unit other than the Dollar specified as the alternative
currency of payment for purposes of paragraph (d) above, the
meaning of Market Exchange Rate shall be specified in the
certificates for the Securities (or as provided pursuant to
Section 3.01 or a supplemental indenture hereto).



     All decisions and determinations of the Dollar Determination Agent
regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent
of the Currency Unit and the Market Exchange Rate 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 and all
Holders of the Securities denominated or payable in the relevant currency
or currency units. In the event that a Foreign Currency ceases to be used both
by the government of the country which issued such currency and for the
settlement of transactions by public institutions of or within the
international banking community, the Company, after learning thereof, will
immediately give notice thereof to the Trustee (and the Trustee will promptly
thereafter give notice in the manner provided in Section 1.04 to the Holders)
specifying the Conversion Date. In the event the ECU ceases to be used both
within the European Communities and for the settlement of transactions by
public institutions of or within the European Communities, or any other
currency unit in which Securities are denominated or payable, ceases to be used
for the purposes for which it was established, the Company, after learning
thereof will immediately give notice thereof to the Trustee (and the Trustee
will promptly thereafter give notice in the manner provided in Section 1.04 to
the Holders) specifying the Conversion Date and the Specified Amount of each
Component Currency on the Conversion Date. In the event of any subsequent
change in any Component Currency as set forth in the definition of Specified
Amount above, the Company, after learning thereof, will similarly give notice
to the Trustee. Any actions taken pursuant to the proviso at the end of the
first sentence of Section 3.11(e) and at the end of Section 3.11(f) shall be
promptly set forth in like notices from the Company to the Trustee and then
from the Trustee to the Holders (which notice may be mailed with payment to the
Holders).


     Subject to the provisions of Section 7.01 and, except as otherwise
provided in Section 315 of the Trust Indenture Act, the Trustee shall be fully
justified and protected in relying and acting upon information received by it
from the Company and the Dollar Determination Agent, and shall not otherwise
have any duty or obligation to determine such information independently.


39






 


     SECTION 3.12. Certification by a Person Entitled to Delivery of a Bearer
Security. Whenever any provision of this Indenture or a Security contemplates
that certification be given by a Person entitled to delivery of a Bearer
Security, such certification shall be provided substantially in the form of
Exhibit A hereto, with only such changes as shall be approved by the Company.


40






 


ARTICLE FOUR


REDEMPTION OF SECURITIES AND SINKING FUNDS


     SECTION 4.01. Applicability of Right of Redemption. Redemption of
Securities (other than pursuant to a sinking fund or analogous provision)
permitted by the terms of any series of Securities shall be made in accordance
with such terms and Sections 4.02, 4.03 and 4.04; provided, however, that if
any such terms of a series of Securities shall conflict with any provisions of
this Article, the terms of such series shall govern.


     SECTION 4.02. Election to Redeem; Notice of Redemption; Partial
Redemption. The election of the Company to redeem any Securities of any series
shall be evidenced by, or pursuant to an Officers’ Certificate. In case the
Company shall desire to exercise such right to redeem all, or, as the case may
be, any part of the Securities of any series in accordance with the right
reserved so to do, it shall give notice of such redemption to Holders to be
redeemed as hereinafter in this Section provided.


     Any notice of redemption to be given to the Holders of Securities to be
redeemed as a whole or in part shall be given in the manner provided in Section
1.04 not less than 30 nor more than 60 days prior to the date fixed for
redemption.


     Each such notice of redemption shall specify the date fixed for redemption
and the redemption price at which Securities are to be redeemed, shall state
that the conditions precedent to such redemption, if any, have occurred and
describe the same, and shall state that payment of the redemption price of the
Securities to be redeemed, together with interest accrued thereon to the date
fixed for redemption (except that if such redemption date is an Interest
Payment Date such interest due on such date with respect to a particular
Registered Security shall be payable to the Holder on the Regular Record Date
for such Interest Payment Date), will be made at the office or agency to be
maintained by the Company in accordance with Section 5.02 (or, if desired by
the Company, at the principal office of the Trustee) upon presentation and
surrender of such securities and that from and after said date any interest
thereon will cease to accrue. If less than all the Securities of a series are
to be redeemed, the notice to each Holder of Securities to be redeemed shall
identify such Holder’s securities to be redeemed as a whole or in part. In
case any Security is to be redeemed in part only (which part shall be the
minimum denomination determined pursuant to Section 3.01 or a multiple
thereof), the notice which relates to such Securities shall state the portion
of the principal amount to be redeemed, and that on and after the redemption
date, upon surrender of such Security, a new Security or Securities of the same
series in


41






 



principal amount equal to the unredeemed portion thereof will
be issued. No Security of a denomination of the minimum denomination
determined pursuant to Section 3.01 principal amount may be redeemed in part.


     To the extent that the Securities of any series have different terms, the
Company shall designate the Securities to be redeemed if less than all of a
series are to be redeemed (“Company Designation”). If less than all the
Securities of a series having the same terms are to be redeemed, the Company
shall give the Trustee, not less than 60 days (or such lesser number of days as
the Trustee shall approve) prior to the date fixed by the Company for such
redemption, written notice of the aggregate amount of the Securities to be
redeemed, and thereupon the Trustee shall select, in such manner as in its sole
discretion it shall deem appropriate and fair, the Securities of such series or
portions thereof to be redeemed (“Trustee Selection”), and shall thereafter
promptly notify the Company and any Paying Agent in writing of the Securities
of such series or portions thereof to be redeemed. Except in the event of a
Company Designation or a Trustee Selection, notice of redemption published as
contemplated by Section 1.04 need not identify particular Securities to be
redeemed.


     Any notice of redemption may be given by the Company pursuant to this
Section or may be given, at the Company’s direction, by the Trustee in the name
and at the expense of the Company.


     SECTION 4.03. Payment of Securities Called for Redemption. If notice of
redemption shall have been given in the manner provided in Section 4.02, the
Securities or portions of Securities specified in such notice shall become due
and payable on the date and at the place stated in such notice at the
applicable redemption price, together with interest accrued thereon, if any, to
the date fixed for redemption, and on and after such date of redemption (unless
the Company shall default in the payment of such Securities or portions thereof
at the redemption price, together with interest accrued thereon, if any, to the
date fixed for redemption) any interest on the Securities or portions of
Securities so called for redemption shall cease to accrue and such Securities
and portions of Securities shall be deemed not to be outstanding hereunder and
shall not be entitled to any benefit under this Indenture except to receive
payment of the redemption price, together with accrued interest thereon, if
any, to the date fixed for redemption. On presentation and surrender of such
Securities, on or after the redemption date at the Place of Payment specified
in the notice of redemption, such Securities or specified portions thereof
shall be paid and redeemed by the Company at the applicable redemption price
together with interest accrued thereon, if any, to the date fixed for
redemption; provided, however, that installments of


42






 



interest on Bearer
Securities that mature 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
5.02) and, unless otherwise specified as contemplated by Section 3.01, only
upon presentation and surrender of coupons for such interest, and provided
further that, unless otherwise specified as contemplated by Section 3.01,
installments of interest that mature on Registered Securities on or prior to
the redemption date shall be payable to the Holders of such Securities, or one
or more Predecessor Securities, registered as such at the close of business on
the relevant Regular Record Dates according to their terms and the provisions
of Section 3.07.


     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 shall
surrender to the Trustee or any Paying Agent any such missing coupon in respect
of which a deduction shall have bean 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 5.02, and, unless otherwise specified as contemplated by Section 3.01,
only upon presentation and surrender of those coupons.


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


     Upon presentation and surrender of any Security which is to be redeemed in
part only, the Company shall execute and the Trustee shall authenticate and
deliver to the Holder, at the expense of the Company, a new Security or
Securities of the same series of authorized denominations in principal amount
equal to the unredeemed portion of the Security so surrendered.


     SECTION 4.04. Deposit of Funds for Redemption of Securities. Prior to the
date fixed for redemption of any Securities as hereinbefore provided in this
Article, the Company shall deposit in trust with the Trustee or with any Paying
Agent, or if and to the extent that it shall be acting as its own Paying Agent,
the Company shall set aside,


43






 



segregate and hold in trust, funds sufficient to
redeem the Securities or portions thereof to be redeemed on such date, at
the applicable redemption price, together with interest accrued thereon,
if any, to the date fixed for redemption.


     SECTION 4.05. Applicability of Sinking Fund. Redemption of Securities
permitted or required pursuant to a sinking fund for the retirement of
Securities of a series by the terms of such series of Securities shall be made
in accordance with such terms of such series of Securities and this Article;
provided, however, that if any such terms of a series of Securities shall
conflict with any provision of this Article, the terms of such series shall
govern.


     The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a “mandatory sinking fund
payment”, and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an “optional sinking
fund payment”. If provided for by the terms of Securities of any series, the
cash amount of any mandatory sinking fund payment may be subject to reduction
as provided in Section 4.06.


     SECTION 4.06. Satisfaction of Mandatory Sinking Fund Payments with
Securities. Subject to Section 4.07, 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 (a) deliver to the Trustee Securities of
that series theretofore purchased or otherwise acquired by the Company, or (b)
receive credit for the principal amount of Securities of that series which have
been previously delivered to the Trustee by the Company or 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; provided that such Securities have not been
previously so credited. Such Securities shall be received and credited for
such purpose by the Trustee at the redemption price specified in such
Securities for redemption through operation of the sinking fund and the amount
of such mandatory sinking fund payment shall be reduced accordingly.


     SECTION 4.07. Redemption of Securities for Sinking Funds. Not less than
60 days prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee a certificate signed by the Treasurer
or an Assistant Treasurer of the Company specifying the amount of the next
ensuing sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of
cash and the portion thereof, if any, which is to be satisfied through delivery
and/or crediting of Securities of that series pursuant to Section 4.06 (which
Securities will, if not


44






 



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, prior to such sinking fund payment date. In the case of the failure of
the Company to deliver such certificate, the sinking fund payment due with
respect to the next sinking fund payment date for that series of Securities
shall be paid entirely in cash and shall be made in an amount 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 4.06 and without the right to make any optional sinking fund payment
with respect to such series.


     Any sinking fund payment or payments (mandatory or optional) made in cash,
plus any unused balance of any preceding sinking fund payments made in cash,
which shall equal or exceed $100,000 (or the equivalent in Foreign Currency or
currency units in which Securities of the series are payable if applicable), or
a lesser sum if the Company shall so request, with respect to the Securities of
any particular series shall be applied by the Trustee, a Paying Agent or the
Company, if it acts as its own Paying Agent, on the sinking fund payment date
next following the date of such payment to the redemption of such securities at
the redemption price specified in such Securities for operation of the sinking
fund together with accrued interest, if any, to the sinking fund payment date.
Any sinking fund moneys not so applied or allocated to the redemption of
Securities shall be added to the next cash sinking fund payment received by the
Trustee or such Paying Agent or set aside and segregated by the Company for
such series and, together with such payment, shall be applied in accordance
with the provisions of this Section 4.07. Any and all sinking fund moneys with
respect to the Securities of any particular series held by the Trustee, such
Paying Agent or the Company on the last sinking fund payment date with respect
to Securities of such series and not hold for the payment or redemption of
particular Securities shall be applied by the Trustee, such Paying Agent or the
Company, together with other moneys, if necessary, to be deposited sufficient
for the purpose, to the payment of principal of such Securities at maturity.


     Not more than 60 days and not less than 30 days prior to each sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in accordance with Section 4.02. The Company shall
cause notice of the redemption thereof to be given not less than 30 nor more
than 60 days prior to the sinking fund payment date in the manner provided in
Section 4.02, except that the notice of redemption shall also state that the
Securities of such series are being redeemed by operation


45






 



of the sinking fund and the sinking fund payment date. Such notice having been duly given, the
redemption of such Securities shall be made on the sinking fund payment date
upon the terms and in the manner stated in Section 4.03.


     Prior to each sinking fund payment date, the Company shall pay to the
Trustee or to a Paying Agent in cash (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 5.05(b)) a sum
equal to any interest accrued to the date fixed for redemption of Securities or
portions thereof to be redeemed on such sinking fund payment date pursuant to
this Section.


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ARTICLE FIVE


PARTICULAR COVENANTS OF THE COMPANY


     The Company covenants that so long as any of Securities shall remain
outstanding:


     SECTION 5.01. Payments of Principal, Premium, if any, and Interest, if
any. The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay or cause to be paid the
principal of, premium, if any, and interest, if any, on each of the Securities
of that series at the times and places and in the manner provided herein and in
the Securities of that series.


     SECTION 5.02. Office or Agency for Certain Purposes. The Company will
maintain in each Place of Payment for any series of Securities an office or
agency where Securities of such series (but, except as otherwise provided
below, unless such Place of Payment is located outside the United States, not
Bearer Securities) may be presented or surrendered for payment, where
Securities of such series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities of such series and this Indenture may be served. If Securities of a
series are issuable as Bearer Securities, the Company will maintain, subject to
any laws or regulations applicable thereto, an office or agency in a Place of
Payment for such series that is located outside the United States where
Securities of such series may be presented and surrendered for payment;
provided, however, that such an office or agency shall e maintained, if the
Securities of such series are then listed on The International Stock Exchange
of the United Kingdom and the Republic of Ireland and such stock exchange shall
so require, in London, and, if the Securities of such series are then listed on
the Luxembourg Stock Exchange and such stock exchange shall so require, in
Luxembourg and, if the securities of such series are then listed on any other
stock exchange outside the United States and such stock exchange shall so
require, in any other required city, so long as the Securities of such series
are listed on such exchanges. The Company will give prompt written notice to
the Trustee of the location, and any change in the location of, any such office
or agency.


     No payment of principal of or premium or interest on Bearer Securities
shall be made at any office or agency of the Company in the United States or by
check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States provided, however, payment
of principal of and any premium and interest (including additional amounts
payable in respect thereof) on any dearer Security may be made in Dollars at
the principal office of the Trustee in the Borough of Manhattan, The City of


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New York if (but only if payment of the full amount of such
principal, premium, interest or additional amounts at all offices outside
the United States maintained for the purpose by the Company in accordance with
this Indenture is illegal or effectively precluded by exchange controls or
other similar restrictions.


     The Company may also from time to time designate one or more other offices
or agencies (in or outside The City of New York) where the Securities of one or
more series may be presented or surrendered for any or all such purposes, and
may from time to time rescind such designations; provided, however, that no
such designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in accordance with the requirements
sat forth above. The Company will give prompt written notice to the Trustee of
any such designation or rescission and of any change in the location of any
such other office or agency.


     SECTION 5.03. Maintenance of Corporate Existence and Payment of Taxes.
The Company will preserve its corporate existence, but this covenant shall not
require the Company to continue its corporate existence in the event of a
consolidation or merger of the Company with or into any other corporation in
accordance with the provision of Article Eleven hereof as a result of which the
Company shall lose its corporate identity, or in the event of a sale or
conveyance of the property of the Company as an entirety or substantially as an
entirety in accordance with the provisions of said Article Eleven. The Company
will duly and punctually pay and discharge, or cause to be paid and discharged,
all taxes, assessments and governmental charges or levies imposed upon or
assessed against the Company which are material to the Company; provided,
however, that nothing herein contained shall require the Company to pay any
such tax, assessment, charge or levy so long as the Company shall in good faith
contest the validity or the amount of the same by appropriate legal proceedings
and stay any execution thereof.


     SECTION 5.04. Appointments to Fill Vacancies in Trustee’s Office. The
Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 7.08, a Trustee, so
that there shall at all times be a Trustee hereunder.


     SECTION 5.05. Provisions as to Paying Agent. (a) If the Company shall
appoint a Paying Agent other than the Trustee with respect to any series of
Securities, it will cause such Paying Agent to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee subject
to this Section, that it will, in addition to fulfilling the duties provided in
Section 317 of the Trust Indenture Act, at any time during the continuance any
such default, upon the written request of the Trustee, forthwith


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pay to the Trustee all sums so held in trust by such Paying Agent.


     (b) If the Company shall act as its own Paying Agent with respect to any
series of Securities, it will comply with Section 317 of the Trust Indenture
Act.


     (c)  Whenever the company shall have one or more Paying Agents for any
series of Securities, it will, at or prior to 12:00 p.m. on each due date,
except with respect to bonds issued outside the United States which it will, at
or prior to 5:00 p.m. on the day prior to each due date, of the principal of,
premium, if any, or interest, if any, on any Securities of that series, deposit
with a Paying Agent a sum sufficient to pay the principal, premium, if any, or
interest, if any, so becoming due, such sum to be held in trust for the benefit
of the Holders of such Securities, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.


     (d)  Anything in this Section to the contrary notwithstanding, the Company
may, at any time, for the purpose of obtaining a satisfaction and discharge
with respect to one or more or all series of Securities hereunder, or for any
other reason, pay or cause to be paid to the Trustee all sums held in trust for
any such series by it, or by any Paying Agent hereunder, as required by this
Section, such sums to be held by the Trustee upon the trusts herein contained.


     (e)  Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject to
Sections 12.04 and 12.05.


     SECTION 5.06. Annual Officers’ Certificate to Trustee. The Company will
deliver to the Trustee within 120 days of the end of each fiscal year of the
Company (which as of the date hereof ends on December 31 of each year) an
officers’ Certificate complying with Section 314 of the Trust Indenture Act.


     SECTION 5.07. Reports to Be Furnished Holders. The Company will transmit
or cause to be transmitted to the Holders, as soon as practicable after the
mailing of such material to its stockholders, copies of all quarterly and
annual financial reports distributed to its stockholders generally. Reports
pursuant to this Section shall be transmitted by mail to all Holders of
Securities, as the names and addresses of such Holders appear upon the Security
Register.


     SECTION 5.08. Further Assurances. From time to time whenever reasonably
demanded by the Trustee, the Company will make, execute and deliver or cause to
be made, executed and delivered any and all such further and other instruments


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and assurances as may be reasonably necessary or proper to carry out the
intention or facilitate the performance of the terms of this Indenture.


     SECTION 5.09. Limitation on Liens. The Company will not create, assume or
suffer to exist any Lien upon any Restricted Property to secure any debt of the
Company, any Subsidiary or any other person, or permit any Subsidiary to do so,
without making effective provision whereby the Securities then outstanding and
having the benefit of this Section shall be secured by the Lien equally and
ratably with such debt for so long as such debt shall be so secured, except
that the foregoing shall not prevent the Company or any Subsidiary from
creating, assuming or suffering to exist Liens of the following character:


     (1)  with respect to any series of Securities, any Lien existing on the
date of issuance of the first security in such series;


     (2)  any Lien existing on property owned or leased by a corporation at the
time it becomes a Subsidiary;


     (3)  any Lien existing on property at the time of the acquisition thereof
by the Company or a Subsidiary;


     (4)  any Lien to secure any debt incurred prior to, at the time of, or
within 12 months after the acquisition of Restricted Property for the purpose
of financing all or any part of the purchase price thereof and any Lien to the
extent that it secures debt which is in excess of such purchase price and for
the payment of which recourse may be had only against such Restricted Property;


     (5)  any Lien to secure any debt incurred prior to, at the time of, or
within 12 months after the completion of the construction, alteration, repair
or improvement of Restricted Property for the purpose of financing all or any
part of the cost thereof and any Lien to the extent that it secures debt which
is in excess of such cost and for the payment of which recourse may be had only
against such Restricted Property;


     (6)  any Lien securing debt of a Subsidiary owing to the Company or to
another Subsidiary;


     (7)  any Lien in favor of the United States or any State or territory
thereof or any other country, or any agency, instrumentality or political
subdivision of any of the foregoing, to secure partial, progress, advance or
other payments or performance pursuant to the provisions of any contract or
statute, or any Liens securing industrial development, pollution control, or
similar revenue bonds;


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     (8)  any extension, renewal or replacement (or successive extensions,
renewals or replacements) in whole or in part of any Lien referred to in
clauses (1) through (7) above, so long as the principal amount of the debt
secured thereby does not exceed the principal amount of debt so
secured at the time of the extension, renewal or replacement (except that,
where an additional principal amount of debt is incurred to provide funds for
the completion of a specific project, the additional principal amount, and any
related financing costs, may be secured by the Lien as well; and the Lien is
limited to the same property subject to the Lien so extended, renewed or
replaced (and improvements on the property); and


     (9)  any Lien not permitted by clauses (1) through (8) above securing debt
which, together with the aggregate outstanding principal amount of all other
debt of the Company and its Subsidiaries owning Restricted Property which would
otherwise be subject to the foregoing restrictions and the aggregate Value of
existing Sale and Leaseback Transactions which would be subject to the
restrictions of this Section but for this clause (9), does not at any time
exceed 15% of Consolidated Net Tangible Assets.


     SECTION 5.10. Limitation on Sale and Leaseback.


     The Company will not enter into any Sale and Leaseback Transaction, nor
permit any Subsidiary owning Restricted Property to do so, unless either:


     (1)  the Company or such Subsidiary would be entitled to incur debt, in a
principal amount at least equal to the value of such Sale and Leaseback
Transaction, which is secured by Liens on the property to be leased (without
equally and ratably securing the outstanding Securities) because such Liens
would be of such character that no violation of any of the provisions of
Section 5.09 herein would result, or


     (2)  the Company during the six months immediately following the effective
date of such Sale and Leaseback Transaction causes to be applied to Restricted
Property or (B) the voluntary retirement of Funded Debt (whether by redemption,
defeasance, repurchase or otherwise) an amount equal to the Value of such Sale
and Leaseback Transaction.


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ARTICLE SIX


REMEDIES OF THE TRUSTEE AND

HOLDERS ON EVENT OF DEFAULT


     SECTION 6.01. Events of Default Defined; Acceleration of Maturity; Waiver
of Default. In case one or more of the following Events of Default shall have
occurred and be continuing with respect to the Securities of any series (unless
it is inapplicable to such series of Securities or it is specifically deleted
in the supplemental indenture or Board Resolution under which such series of
Securities is issued or has been modified in any such supplemental indenture),
that is to say:


     (a)  default in the payment of any installment of interest upon any
Security, of such series as and when the same shall become due and payable, and
continuance of such default for a period of 30 days; or


     (b)  default in the payment of the principal of or premium, if any, on any
Security of such series as and when the same shall become due and payable
either at maturity, upon redemption, by declaration or otherwise; or


     (c)  failure on the part of the Company duly to observe or perform its
obligations set forth in Article Eleven, and written notice thereof, requiring
the Company to remedy the same and stating that such notice is a “Notice of
Default” hereunder, shall have been given to the Company by the Trustee, or to
the Company and the Trustee by the Holders of at least 25% in aggregate
principal amount of the Securities of such series at the time outstanding; or


     (d)  failure on the part of the Company duly to observe or perform any
other of the covenants or agreements on the part of the Company contained in
the Securities of such series or in this Indenture (other than a covenant or
agreement which has been expressly included in the Securities or in this
Indenture solely for the benefit of a series of Securities other than that
series) for a period c: 60 days after the date on which written notice of such
failure, requiring the company to remedy the same and stating that such notice
is a “Notice of Default” hereunder, shall have been given to the Company by the
Trustee, or to the Company and the Trustee by the Holders of at least 25% in
aggregate principal amount of the Securities of such series at the time
outstanding; or


     (e)  if a decree or order for relief shall be entered by a court of
competent jurisdiction in respect of the company in an involuntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the


52






 



Company or of a major part of its property, or ordering the winding up or
liquidation of the Company’s affairs, and such decree or order shall remain
unstayed and in effect for a period of 60 consecutive days; or


     (f)  if the Company shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or the
Company shall consent to the entry by order of a court of competent
Jurisdiction of a decree or order in respect of the Company in an involuntary
case or proceeding under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect or to the commencement of any bankruptcy or
insolvency proceeding against the Company; or


     (g)  if the Company shall make an assignment for the benefit of its
creditors, or shall admit in writing its inability to pay its debts generally
as they become due, or shall consent to the appointment of a receiver or
liquidator or trustee or assignee in bankruptcy or insolvency of it or of a
major part of its property; or


     (h)  the occurrence of any other Event of Default with respect to
Securities of such series as provided in a supplemental indenture applicable to
such series of Securities pursuant to Section 10.01(d);


then and in each and every such case, unless the principal of the Securities of
such series shall have already become due and payable, either the Trustee or
the Holders of not less than 25% in aggregate principal amount of the
Securities of such series then outstanding hereunder, by notice in writing to
the Company (and to the Trustee if given by Holders), may declare the principal
amount (or, if the Securities of that series are original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) of all the Securities of such series to be due and
payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, anything in this Indenture or in the
Securities of such series contained to the contrary notwithstanding. This
provision, however, is subject to the condition that if, at any time after the
principal of the Securities of such series shall have been so declared due and
payable, and before any sale of property under any Judgment or decree for the
payment of the moneys due shall have been obtained or entered as hereinafter
provided, the Company shall pay or shall deposit with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Securities
of such series and the principal of and premium, if any, on any and all
Securities of such series which shall have become due otherwise than by
declaration with interest on overdue installments of interest, to the extent
legally enforceable under applicable law, and on such principal of and premium,
if any, on each Security of


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such series at the rate borne by such Security to the date of
such payment or deposit or Yield to Maturity (in the case of an Original Issue
Discount Security)) and the expenses of the Trustee, and reasonable
compensation to the Trustee, agents, attorneys and counsel, and any and all
defaults under this Indenture, other than the nonpayment of principal on
Securities of such series which shall have become due declaration, shall have
been remedied — then, and in event such case, the Holders of a majority in
aggregate principal amount of the Securities of such series than outstanding,
written notice to the Company and to the Trustee, may on behalf of the Holders
of all of the Securities of such series waive all defaults and rescind and
annul such declaration and its consequences; but no such waiver or rescission
and annulment shall extend to or shall affect any subsequent default, or shall
impair any right consequent thereon.


     In case the Trustee shall have proceeded to enforce any right under this
Indenture for the Holders of Securities of any series and such proceedings
shall have been discontinued or abandoned because of such rescission or
annulment or for any other reason or shall have been determined adversely to
the Trustee, then and in every such case the Company, the Trustee and the
Holders of the Securities of such series shall be restored respectively to
their several positions and rights hereunder, and all rights, remedies and
powers of the Company, the Trustee and the Holders of the Securities of such
series shall continue as though no such proceedings had been taken.


     The Company and the Trustee may, to the extent provided in Section 10.01,
enter into one or more indentures supplemental hereto with respect to any
series of the Securities which may provide for additional, different or fewer
Events of Default with respect to such series of Securities.


     SECTION 6.02. Collection of Indebtedness by Trustee; Trustee May Prove
Debt. The Company covenants that (1) in case default shall be made in the
payment of any installment of interest on any of the Securities, as and when
the same shall become due and payable, and such default shall have continued
for a period of 30 days, or (2) in case default shall be made in the payment of
the principal of or premium, if any, on any of the Securities when and as the
same shall have become due and payable, whether upon maturity of the Securities
or upon redemption or upon declaration or otherwise — then, upon demand of the
Trustee, the Company will pay to the Trustee, for the benefit of the Holders of
such Securities, the whole amount that then shall have become due and payable
on such Securities for principal and premium, if any, and Interest, if any,
with interest upon the overdue principal and if any, of each such Security and
(to the extent legally enforceable under applicable law) upon any


54






 



installments of interest, at the rate borne by such Security; and, in addition thereto, such
further amount as shall be
sufficient to cover the costs and expenses of collection, including a
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
any expenses or liabilities incurred by the Trustee hereunder other than
through its negligence or bad faith.


     All rights of action and of asserting claims under this Indenture, or
under any of the Securities of any series, may be enforced by the Trustee
without the possession of any of the Securities of such series, or the
production thereof on any trial or other proceeding relative thereto, and any
such suit or proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall be for
the ratable benefit of the Holders of the Securities of such series. In any
proceedings brought by the Trustee (and also any proceedings involving the
interpretation of any provision of this Indenture to which the Trustee shall be
a party), the Trustee shall be held to represent all the Holders of the
Securities of a series, and it shall not be necessary to make any Holders of
the Securities of such series parties to any such proceedings.


     In case of an Event of Default hereunder with respect to Securities of a
particular series, the Trustee may, but unless first requested so to do by the
Holders of at least a majority in aggregate principal amount of the Securities
of such series at the time outstanding and furnished with reasonable indemnity
against all costs, expenses and liabilities shall not be under any obligation
to, proceed to protect and enforce the rights vested in it by this Indenture by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any of such rights, either by suit in equity or by
action at law or by proceedings in bankruptcy or otherwise, whether for the
specific enforcement of any covenant or agreement contained in this Indenture
or in aid of the exercise of any power granted in this Indenture, or to enforce
any other legal or equitable right vested in the Trustee by this Indenture or
by law. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of the Holder of any
Security any plan of reorganization, arrangement, adjustment or composition
affecting the Securities of any series or the rights of any Holder thereof, or
to authorize the Trustee to vote in respect of the claim of any Holder of any
Security in any such proceeding.


     SECTION 6.03. Application of Proceeds. Any money collected by the Trustee
with respect to a series Securities pursuant to Section 6.02 shall be applied
in the order following, at the date or dates fixed by the Trustee for the
distribution of such moneys:


55






 


     FIRST: To the payment of all costs and expenses in connection with the
collection of such moneys, and all amounts payable to the Trustee under Section
7.05; and


     SECOND: To the payment of the entire amounts then due and unpaid upon the
Securities in respect of which or for the benefit of which such moneys shall
have been collected, without any preference or priority, ratably according to
the amounts due and payable upon such Securities upon presentation of the
several Securities and notation of such payment thereon, if partly paid, and
upon surrender thereof, if fully paid.


Any surplus then remaining shall be paid to the Company or to such other person
as shall be entitled to receive it.


     SECTION 6.04. Limitations on Suits by Holders. No Holder of any Security
of any series shall have any right by virtue or by availing itself of any
provision of this Indenture to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Indenture or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless
such Holder previously shall have given to the Trustee written notice of
default and of the continuance thereof with respect to the Securities of the
series, and unless also the Holders of no less than 25% in aggregate principal
amount of the Securities of that series then outstanding shall have made
written request upon the Trustee to institute such action, suit or proceeding
in its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
failed to institute any such action, suit or proceeding and no direction
inconsistent with such written request shall have been given to the Trustee
pursuant to Section 6.06; it being understood and intended, and being expressly
covenanted by the Holder of every Security of such series with every other
Holder of Securities of such series and the Trustee, that no one or more
Holders of Securities of such series shall have any right in any manner
whatever by virtue or by availing itself of any provision of this Indenture to
affect, disturb, prejudice the rights of the Holders of any other of Securities
or to obtain priority over or preference to any ether such Holder, or to
enforce any right under this Indenture, except in the manner herein provided
and for the equal, ratable and common benefit of all Holders of Securities of
such series. For the protection and enforcement of this Section, each and
every Holder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.


     SECTION 6.05. Powers and Remedies Cumulative; Delay or Omission Not
Waiver. All powers and remedies given


56






 



by this Article to the Trustee or to the Holders of securities
of any series shall, to the extant permitted by law and subject to Section
6.04, be deemed cumulative and not exclusive of any thereof or of any other
powers or remedies available to the Trustee or such Holders, by judicial
proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture, and no delay or omission
of the Trustee or of any Holder of the Securities of any series to exercise any
right or power accruing upon any default occurring and continuing as aforesaid,
shall impair any such right or power, or shall be construed to be a waiver of
any such default or an acquiescence therein; and, subject to Section 6.04,
every power and remedy given by this Article or by law to the Trustee or to
such Holders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by such Holders.


     SECTION 6.06. Control by Holders; Waiver of Default. The Holders of a
majority in aggregate principal amount of the Securities of any series at the
time outstanding shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee with respect to
Securities of such series; provided, however, that such direction shall not be
otherwise than in accordance with law and the provisions of this Indenture; and
provided further, that nothing in this Indenture shall impair the right of the
Trustee to take any action deemed proper by the Trustee and which is not
inconsistent with such direction by such Holders. The Holders of at least a
majority in aggregate principal amount of the Securities of any series at the
time outstanding may on behalf of the Holders of all of the Securities of such
series waive any past default hereunder with respect to the securities of such
series and its consequences, except a default in the payment of the principal
of, premium, if any, or interest, if any, on any of the Securities of such
series. In the case of any such waiver, the Company, the Trustee and the
Holders of the Securities of such series shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend
to any subsequent or other default or impair any right consequent thereon.


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ARTICLE SEVEN


CONCERNING THE TRUSTEE


     SECTION 7.01. Certain Rights of Trustee. Except as otherwise provided in
Section 315 of the Trust Indenture Act:


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


     (b)  Any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by an instrument signed in the name of
the Company by the Chairman of the Board, the President or any vice President
and the Secretary or an Assistant Secretary or the Treasurer or the Controller
(unless other evidence in respect thereof be herein specifically prescribed);
and any resolution of the Board of Directors may be evidenced to the Trustee by
a copy thereof certified by the Secretary or an Assistant Secretary of the
Company;


     (c)  The Trustee may consult with counsel and the advice of 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 geed faith
and in reliance thereon;


     (d)  The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request, order or direction of
any of the Holders, pursuant to the provisions of this Indenture, unless such
Holders shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred therein or
thereby;


     (e)  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;


     (f)  Prior to the occurrence of an Event of Default with respect to any
series of Securities hereunder and after the curing or waiving of all Events of
Default with respect to such series of Securities 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, consent, order, approval, appraisal, bond, debenture or other paper or
document with respect to such series of Securities unless requested in writing
so to do by the Holders of not less than a majority in aggregate


58






 



principal amount of the Securities of such series then outstanding;
provided, that, if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of
such investigation is, in the opinion of the Trustee, not reasonably assured to
the :’posies by t e security afforded to it by the terms of this Indenture, the
trustee may require reasonable indemnity against such expenses or liabilities
as a condition to so proceeding. The reasonable expense of every such
investigation shall be paid by the Company or, if paid by the Trustee, shall be
repaid by the Company upon demand; and


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


     SECTION 7.02. Trustee Not Responsible for Recitals, etc. The recitals
contained herein and in the Securities, except the Trustee’s certificate and
the representation as to the power of the Trustee to enter into this Indenture
and accept and execute the trusts hereby created, shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representations as to the
validity or sufficiency of this indenture or of the Securities. The Trustee
shall not be accountable for the use or application by the Company of any of
the Securities or of the proceeds of such Securities.


     SECTION 7.03. Trustee and Others May Hold Securities. The Trustee or any
Paying Agent or Security Registrar or any other agent of the Company or the
Trustee, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with the Company or any other
obligor on the Securities with the same rights it would have if it were not
Trustee, Paying Agent, Security Registrar or such other agent.


     SECTION 7.04. Moneys Held by Trustee or Paying Agent. Subject to Sections
12.03 and 12.04, all moneys received by the Trustee or any Paying Agent, need
not be segregated from other funds except to the extent required by law.
Neither the Trustee nor any Paying Agent shall be under any liability for
interest on any moneys received by it hereunder except such as it may agree
with the Company pay thereon. So long as no Event of Default with respect to
Securities of any series other than an Event of Default under subparagraph (d)
of Section 6.01, shall have occurred and be continuing, all interest allowed on
any such moneys shall be paid from time to time upon the written order of the
Company, signed by the Chairman of the Board, the President or any Vice


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President or its Treasurer or its Controller or its Secretary
or an Assistant Secretary. The provisions of this Section 7.04 shall not
apply to the Company acting as its own Paying Agent pursuant to subparagraph
(b) of Section 5.05.


     SECTION 7.05. Compensation of Trustee and Its Lien. The Company covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, reasonable compensation (which shall be agreed to from time to
time by the Company and the Trustee and which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust), and, except as herein otherwise expressly provided, the Company will
pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ) except any such expense, disbursement or advance as
may arise from its negligence or bad faith. If any property other than cash
shall at any time be subject to the lien of this Indenture, the Trustee, if and
to the extent authorized by a receivership or bankruptcy court of competent
jurisdiction or by the supplemental instrument subjecting such property to such
lien, shall be entitled to make advances for the purpose preserving such
property or of discharging tax liens or other prior liens or encumbrances
thereon. The Company also covenants and agrees to indemnify the Trustee for,
and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on the part of the Trustee, arising out of or
in connection with the acceptance or administration of the trust or trusts
hereunder, including liability which the Trustee may incur as a result of
failure to withhold, pay or report taxes and including the costs and expenses
of defending itself against any claim or liability in the promises. The
obligations of the Company under this Section shall constitute additional
indebtedness hereunder. Such additional indebtedness shall be secured by a
lien prior to that of the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of
the Holders of particular Securities.


     SECTION 7.06. Right of Trustee to Rely on Certificate of Certain Officers.
Except as otherwise provided in Section 315 of the Trust Indenture Act,
whenever in the administration of the provisions of this Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established
prior to taking or suffering any action hereunder, such matter (unless other
evidence in respect hereof be herein specifically prescribed) may, in the
absence of negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officer’s Certificate delivered to
the Trustee and such


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certificate, in the absence of negligence or bad faith on
the part of the Trustee, shall be full warrant to the Trustee for
any action taken, suffered or omitted by it under the provisions of this
indenture upon the faith thereof.


     SECTION 7.07. Persons Eligible for Appointment As Trustee. The Trustee
hereunder shall at all times be a corporation which complies with the
requirements of the Trust Indenture Act, having a combined capital and surplus
of at least $5,000,000. If such corporation publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with this Section, the Trustee shall resign immediately
in the manner and with the effect specified in Section 7.08.


     SECTION 7.08. Resignation and Removal of Trustee; Appointment of
Successor. (a) The Trustee, or any trustee or trustees hereafter appointed,
may at any time resign with respect to any one or more or all series of
Securities by giving written notice to the Company and by giving notice of such
resignation to the Holders of Securities in the manner provided in Section
1.04. Upon receiving such notice of resignation, the Company shall promptly
appoint a successor trustee or trustees with respect to the applicable series
by written instrument executed by order of the Board of Directors, one copy of
which instrument shall be delivered to the resigning trustee and one copy to
the successor trustee. If no successor trustee shall have been so appointed
with respect to a particular series and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee, or any Holder who has been a bona fide Holder of a Security or
Securities of the applicable series for at least 6 months may, on behalf of
himself and all others similarly situated, petition any such court for the
appointment of a successor trustee. Such court may thereupon after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.


     (b)  In case at any time any of the following shall occur:



		
	 	     (1) the Trustee shall cease to be eligible under Section 7.07
and shall fail resign after written request therefor by the
Company or by any such Holder, or



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



then, in any such case, the Company may remove the Trustee with respect to the
applicable series of Securities, and appoint a successor trustee by written
instrument, in duplicate, executed by order of the Board of Directors of the
Company, one copy of which instrument shall be delivered to the trustee so
removed and one copy to the successor trustee, or any Holder who has been a
bona fide Holder of a Security or Securities of any such series for at least 6
months may, an behalf of himself and all others similarly situated, petition,
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee with respect to such series. Such court may
thereupon after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee with respect to such series.


     (c)  The Holders of a majority in aggregate principal amount of the
Securities of any series at the time outstanding may at any time remove the
Trustee with respect to that series and appoint with respect to such series a
successor trustee by delivering to the trustee so removed, to the successor
trustee so appointed and to the Company, the evidence provided for in Section
8.01 of the action taken by the Holders.


     (d)  Any resignation or removal of the Trustee and any appointment of a
successor trustee pursuant to this Section shall become effective only upon
acceptance of appointment by the successor trustee as provided in Section 7.09.


     SECTION 7.09. Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed under Section 7.08 shall execute, acknowledge and
deliver to the Company and to its predecessor trustee with respect to any or
all applicable series an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee shall become
effective and such successor trustee, without any further act, deed, or
conveyance, shall become vested with all the rights, powers, trusts, duties and
obligations with respect of such series of its predecessor hereunder, with like
effect as if originally named as Trustee herein; but, nevertheless, on the
written request of the Company or of the successor trustee, the Trustee ceasing
to act shall, upon payment of any such amounts then due it pursuant to the
provisions of Section 7.05, execute and


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deliver an instrument transferring to
such successor trustee all the rights, powers and trusts with respect to such
series of the Trustee so ceasing to act. Upon request of any such successor
trustee, the Company shall execute any and all instruments in writing more
fully and certainly vesting in and
confirming to such successor trustee all such rights and powers. Any
Trustee ceasing to act shall, nevertheless, retain a lien upon all property or
funds held or collected by such Trustee to secure any amounts then due it
pursuant to Section 7.05.


     In the 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
predecessor trustee and each successor trustee with respect to the Securities
of any applicable series shall execute and deliver an indenture supplemental
hereto which shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
predecessor trustee with respect to the Securities of any series as to which
the predecessor trustee is not retiring shall continue to be vested in the
predecessor trustee, and 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.


     No successor trustee with respect to any series of Securities shall accept
appointment as provided in this Section unless at the time of such acceptance
such successor trustee shall with respect to such series be eligible under
Section 7.07.


     Upon acceptance of appointment by a successor trustee with respect to the
Securities of any series, the Company shall give notice of the succession of
such trustee hereunder to the Holders of Securities in the manner provided in
Section 1.04. If the Company fails to give such notice within 10 days after
acceptance of appointment by the successor trustee, the successor trustee shall
cause such notice to be given at the expense of the Company.


     SECTION 7.10. Merger, Conversion or Consolidation of Trustee. Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the


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successor of the Trustee hereunder without the execution
filing of any paper or any further act on the part of any of the parties
hereto, provided that such successor trustee shall be eligible under the
provisions of Section 7.07 hereof and Section 310(a) of the Trust Indenture
Act.


     SECTION 7.11. Judgment Currency. If for the purpose of obtaining a
judgment in any court with respect to any obligation of the Company hereunder
or under any Security, it shall become necessary to convert into any other
currency or currency unit any amount in the currency or currency unit due
hereunder or under such Security, then such conversion shall be made at the
Conversion Rate (as defined below) as in effect on the date the Company shall
make payment to any person in satisfaction of such judgment. If pursuant to
any such judgment, conversion shall be made on a date other than the date
payment is made and there shall occur a change between such Conversion Rate and
the Conversion Rate as in effect on the date of payment, the Company agrees to
pay such additional amounts, if any, as may be necessary to ensure that the
amount paid is the amount in such other currency or currency unit which, when
converted at the Conversion Rate as in effect on the date of payment or
distribution, is the amount then due hereunder or under such Security. Any
amount due from the Company under this Section 7.11 shall be due as a separate
debt and is not to be affected by or merged into any judgment being obtained
for any other sums due hereunder or in respect of any Security so that in any
event the Company’s obligations hereunder or under such Security will be
effectively maintained as obligations in such currency or currency unit, in no
event, however, shall the Company be required to pay more in the currency or
currency unit than the amount stated to be due hereunder or under such
Security.


     For purposes of this Section 7.11, “Conversion Rate” shall mean the spot
rate at which in accordance with normal banking procedures the currency or
currency unit which an amount due hereunder or under such Security is to be
converted could be purchased with the currency or currency unit due hereunder
or under such Security from major banks located in New York, London or any
other principal market for such purchased currency or currency unit.


     SECTION 7.12. Authenticating Agents. There may be an Authenticating Agent
or Authenticating Agents with respect to one or more series of Securities
appointed by the Trustee from time to time with power to act on its behalf and
subject to its direction in connection with the authentication and delivery of
Securities of such series issued upon exchange, transfer or redemption thereof
as fully to all intents and purposes as though such Authenticating Agent had
been expressly authorized to authenticate and deliver Securities, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and


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obligatory for all purposes as though authenticated by
the Trustee hereunder. For all purposes of this Indenture (except in the case
of original issuance of Securities and the issuance of Securities in
replacement of lost, stolen, mutilated or destroyed Securities), the
authentication and delivery of Securities by an Authenticating Agent appointed
pursuant to the provisions of this Section shall be deemed to
be the authentication and delivery of such Securities “by the Trustee,”
and whenever this Indenture provides (except in the case of original issuance
of the Securities and the issuance of Securities in replacement of lost,
stolen, mutilated or destroyed Securities) that “the Trustee shall authenticate
and deliver” Securities, such authentication and delivery by any Authenticating
Agent shall be deemed be authentication and delivery by the Trustee. Any such
Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States of America or any State or the
District of Columbia, with a combined capital and surplus of at least
$10,000,000 and authorized under such laws to act as an authenticating agent,
duly registered to act as such, if and to the extent required by applicable law
and subject to supervision or examination by Federal, State or District of
Columbia authority. If such corporation publishes reports of its condition at
least annually, pursuant to law or the requirements of such authority, then for
the purposes of this Section 7.12 the combined capital and surplus of suet
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 to act as such in accordance
with the provisions of this Section 7.12, it shall resign immediately in the
manner and with the effect herein specified in this Section 7.12.


     Any corporation into which any 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 any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency
business of any Authenticating Agent, shall be the successor of the
Authenticating Agent hereunder, if such successor corporation is otherwise
eligible to act as such in accordance with the provisions of this Section 7.12,
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent or such successor corporation.


     Any Authenticating Agent may at any time resign by giving written notice
of resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of any Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving
such a notice or resignation or upon a termination, or in case at any time any
Authenticating Agent


65






 



shall cease to be eligible to act as such in accordance
with the provisions of this Section 7.12, the Trustee may appoint a successor
authenticating agent. Upon the appointment, at any time after the original
issuance of any of the Securities, of any successor, additional or new
authenticating agent, the Trustee shall give written notice of such appointment
to the Company and shall at the expense of the company give 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 in Section 1.04. Any successor authenticating agent upon acceptance
of its appointment pursuant to the provisions of this Section shall become
vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if initially named as an Authenticating Agent
herein. No successor authenticating agent shall be appointed unless eligible
to act as such in accordance with the provisions of this Section 7.12.


     Any Authenticating Agent by the acceptance of its appointment shall be
deemed to have represented to the Trustee that it is eligible for appointment
as Authenticating Agent under this Section and to have agreed with the Trustee
that: it will perform and carry out the duties of an Authenticating Agent as
herein set forth, including, among other things, the duties to authenticate and
deliver Securities when presented to it in connection with exchanges,
registrations of transfer or redemptions thereof; it will keep and maintain,
and furnish to the Trustee from time to time as requested by the Trustee,
appropriate records of all transactions carried out by it as Authenticating
Agent and will furnish the Trustee such other information and reports as the
Trustee may reasonably require; and it will notify the Trustee promptly if it
shall cease to be eligible to act as Authenticating Agent in accordance with
the provisions of this Section 7.12. Any Authenticating Agent by the
acceptance of its appointment shall be deemed to have agreed with the Trustee
to indemnify the Trustee against any loss, liability or expense incurred by the
Trustee and to defend any claim asserted against the Trustee by reason of any
acts or failures to act of such Authenticating Agent, but such Authenticating
Agent shall have no liability for any action taken by it in accordance with the
specific written direction of the Trustee.


     The Trustee agrees to pay to each Authenticated Agent from time to time
reasonable compensation and expenses for its services (to the extent such
compensation is not paid by the Company), and the Trustee shall be entitled to
be reimbursed for such payments subject to the provisions of Section 7.05.


     The provisions of Sections 7.02, 7.03 and 7.06 shall inure to the benefit
of each Authenticating Agent to the same extent that they inure to the benefit
of the Trustee.


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     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 substantially the following form:


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



	 	 	 	 	 
	 	 	 	 	

	 	 	 	 	As Trustee
	 	 	 	 	 
	 	 	
By	 	 
	 	 	 	 	

	 	 	 	 	As Authenticating Agent
	 	 	 	 	 
	 	 	
By	 	 
	 	 	 	 	

	 	 	 	 	Authorized Signatory



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ARTICLE EIGHT


CONCERNING THE HOLDERS


     SECTION 8.01. Evidence of Action Taken by Holders. Whenever in this
Indenture it is provided that the Holders of a specified percentage or a
majority in aggregate principal amount of the Securities or of any series of
Securities may take any action (including the making of any demand or request,
the giving of any notice, consent or waiver or the taking of any other action)
the fact that at the time of taking any such action the Holders of such
specified percentage or majority have joined therein may be evidenced (a) by
any instrument or any number of instruments similar tenor executed by Holders
in person or by agent or proxy appointed in writing, or (b) by the record of
the molders of Securities voting in favor thereof at any meeting of Holders
duly called and held in accordance with the provisions of Article Nine, or (c)
by a combination of such instrument or instruments and any such record of such
a meeting of Holders.


     SECTION 8.02. Proof of Execution of Instruments and of Holding of
Securities. Subject to the provisions of Sections 7.01, 9.05 and Section 315
of the Trust Indenture Act, proof of the execution of any instrument by a
Holder or this agent or proxy and proof of the holding by any person of any of
the Securities shall be sufficient if made in the following manner:


     The fact and date of the execution by any such person of any instrument
may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in any State within
the United States, that the person executing such instrument acknowledged to
him the execution thereof, or by an affidavit of a witness to such execution
sworn to before any such notary or other such officer. Where such execution is
by an officer of a corporation or association or a member of a partnership on
behalf of such corporation, association or partnership, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact
and date of the execution of any such instrument may also be proved in any
other manner which the Trustee may deem sufficient.


     The ownership of Registered Securities may be proved by the Security
Register or by a certificate of the Security Registrar.


     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


68






 



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


     The fact and date of execution of any such instrument or writing, the
authority of the Person executing the same and the principal amount and serial
numbers of Bearer Securities held by the Person so executing such instrument or
writing and the date of holding the same may also be proved in any other manner
which the Trustee deems sufficient; and the Trustee may in any instance require
further proof with respect to any of the matters referred in this Section 8.02.


     If the Company shall solicit from the Holders of Securities of any series
any request, demand, authorization, direction, notice, consent, waiver or other
act, the Company may, at its option, by Board Resolution, fix in advance a
record date for the determination of Holders of Registered Securities entitled
to give such request, demand, authorization, direction, notice, consent, waiver
or other act, but the Company shall have no obligation to do so. Any such
record date shall be fixed at the Company’s discretion. If such a record date
is fixed, such request, demand, authorization, direction, notice, consent and
waiver or other act may be sought or given before or after the record date, but
only the Holders of Registered Securities of record at the close of business on
such record date shall be deemed to be the Holders of Registered Securities for
the purpose of determining whether Holders of the requisite proportion of
Securities of such series outstanding have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or
other act, and for that purpose the Registered Securities of such series
outstanding shall be computed as of such record date.


     Whenever any act is to be taken hereunder by the Holders of two or more
series of Securities denominated in different currencies or currency units,
then, for the purpose of determining the principal amount of Securities held by
such orders, the aggregate principal amount of the Securities denominated in a
Foreign Currency (or any currency units) shall be deemed to be that amount of
Dollars that could be obtained for such principal amount on the basis of the
spot


69






 



rate of exchange for such Foreign Currency or such currency unit as
determined by the Company or by an authorized Exchange
Rate Agent and evidenced to the Trustee by an Officers’ Certificate as of
the date the taking of such act by the Holders of the requisite percentage in
principal amount of the Securities is evidenced to the Trustee. An Exchange
Rate Agent may be appointed in advance or from time to time by the Company.
Any such determination by the Company or by any such Exchange Rate Agent shall
be conclusive and binding on all Holders, the Company and the Trustee, and
neither the Company nor any such Exchange Rate Agent shall be liable therefor
in the absence of bad faith.


     The Trustee may require such additional proof, if any, of any matter
referred to in this Section 8.02 as it shall deem necessary.


     The record of any Holders meeting shall be proved as provided in Section
9.06.


     SECTION 8.03. Securities Owned by Company Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Securities have concurred in any request, demand, authorization, direction,
notice, consent and waiver or other act under this Indenture, Securities which
are owned by the Company or any other obligor on the Securities or by any
person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any other obligor on the Securities
shall be disregarded and deemed not to be outstanding for the purpose of any
such determination except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver,
only Securities which the Trustee knows are so owned as conclusively evidenced
by the Security Register shall be so disregarded. The Company shall furnish
the Trustee, upon its reasonable request, with a list of such other obligors
and persons so controlling, controlled by or under common control with the
Company or such other obligors. Securities so owned which have been pledged in
good faith may be regarded as outstanding for the purposes of this Section, if
the pledgee shall establish to the satisfaction of the Trustee that the pledgee
has the right to vote such Securities and that the pledges is not a person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any such other obligor. Subject to the
provisions of Section 315 of the Trust Indenture Act, in case of a dispute as
to such right, any decision by the Trustee, taken upon the advice of counsel,
shall be full protection to the Trustee.


     SECTION 8.04. Right of Revocation of Action Taken. At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 8.01, of
the taking of any


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action by the Holders of the percentage in aggregate
principal amount of the Securities or of any series of Securities specified in
this Indenture in connection vita such action,
any Holder of a Security the serial number of which is shown by the
evidence to be included in the Securities the Holders of which have consented
to such action may, by filing written notice with the Trustee at its principal
office and upon proof of holding as provided in Section 8.02, revoke such
action so far as concerns such Security. Except as aforesaid, any such action
taken by the Holder of any Security shall be conclusive and binding upon such
Holder and upon all future holders and owners of such Security, and of any
Security issued in exchange therefor or in place thereof, irrespective of
whether or not any notation in regard thereto is made upon such Security or any
Security issued in exchange therefor or in place thereof. Any action taken by
the Holders of the percentage in aggregate principal amount of the Securities
specified in this Indenture in connection with such action shall be
conclusively binding upon the Company, the Trustee and the Holders of all the
Securities.


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ARTICLE NINE


HOLDERS’ MEETINGS


     SECTION 9.01. Purposes for Which Holders’ Meetings May be Called. A
meeting of Holders may be called at any time and from time to time pursuant to
this Article Nine for any of the following purposes:


     (a)  to give any notice to the Company or to the trustee, or to give any
directions to the Trustee, or to waive or to consent to the waiving of any
default hereunder and its consequences, or to take any other action authorized
to be taken by Holders pursuant to Article Six;


     (b)  to remove the Trustee and appoint a successor trustee pursuant to
Article Seven;


     (c)  to consent to the execution of an indenture or indentures supplemental
hereto pursuant to Section 10.02; or


     (d)  to take any other action authorized to be taken by or on behalf of the
Holders of any specified aggregate principal amount of the Securities under any
other provision of this Indenture or under applicable law.


     SECTION 9.02. Call of Meetings by Trustee. The Trustee may at any time
call a meeting of Holders of any series to be held at such time and at such
place in the Borough of Manhattan, The City of New York, as the Trustee shall
determine. Notice of every meeting of Holders, 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 by the Trustee, in the manner provided in Section
1.04, not less than 20 nor more than 180 days prior to the data fixed for the
meeting, to the Holders of Securities of such series.


     SECTION 9.03. Company and Holders May Call Meeting. In case the Company,
pursuant to a resolution of its Board of Directors, or the Holders of at least
10% in aggregate principal amount of the Securities of any series then
outstanding, shall have requested the Trustee to call a meeting of Holders of
such series, by written request setting forth in general terms the action
proposed to be taken at the meeting, and the Trustee shall not have made the
mailing of the notice of such meeting within 20 days after receipt of such
request, then the Company or the Holders of such Securities in the amount above
specified may determine the time and the place in the Borough of Manhattan, The
City of New York, for such meeting and may call such meeting to take any action
authorized in Section 9.01, by giving notice thereof as provided in Section
9.02.


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     SECTION 9.04. Persons Entitled to Vote at Meeting. To be entitled to vote
at any meeting of Holders person shall be (a) Holder of one or more Securities
with respect to which such meeting is being held or (b) a person appointed by
an instrument in writing as proxy for the Holder or Holders of such Securities
by a Holder of one or more such Securities. The only persons who shall be
entitled to be present or to speak at any meeting of Holders shall be the
persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.


     SECTION 9.05. Determination of Voting Rights; Conduct and Adjournment of
Meeting. Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for an meeting of
Holders, in regard to proof of the holding of Securities and of the appointment
of proxies, and in regard to the appointment and duties of inspectors of votes,
the submission and examination of proxies, certificates and other evidence of
the right to vote, and such other matters concerning the conduct of the meeting
as it shall think fit. 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 8.02 or other proof. Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 8.02 and the
appointment of any proxy shall be proved in the manner specified in said
Section 8.02 or by having the signature the person executing the proxy
witnessed or guaranteed by any bank, banker, trust company or firm satisfactory
to the Trustee.


     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 as provided in Section 9.03, in which case the Company or
the Holders 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 Holders of a majority in
principal amount of the Securities represented at the meeting and entitled to
vote.


     Subject to the provisions of Section 8.03, at any meeting each Holder of a
series or proxy shall be entitled to one vote for each $1 principal amount, or
the equivalent thereof in any currency or currency unit in which such
Securities are denominated (in the case of Original Issue Discount Securities,
such principal amount to be determined as provided in the definition of
Outstanding) of Securities of such series held or represented by him; provided,
however, that no vote shall be case or counted at any meeting in respect of any
Security challenged as not outstanding and ruled by the chairman of the meeting
to be not Outstanding.


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The chairman of the meeting shall have no right to vote other
than by virtue of Securities of such series held by him or instruments in
writing as aforesaid duly designating him as the person to vote on behalf of
other Holders of such series. Any meeting of Holders duly called pursuant to
Section 9.02 or 9.03 may be adjourned from time to time, and the meeting may be
held as so adjourned without further notice.


     At any meeting, the presence of persons holding representing Securities
with respect to which such meeting is being held in an aggregate principal
amount sufficient to take action upon the business for the transaction of which
such meeting was called shall be necessary to constitute a quorum; but, if less
than a quorum be present, the persons holding or representing a majority of the
Securities represented at the meeting may adjourn such meeting with the same
effect, for all intents and purposes, as though a quorum had been present.


     SECTION 9.06. Counting Votes and Recording Action of Meeting. The vote
upon any resolution submitted to any meeting of Holders of a 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 serial
numbers and principal amounts of the 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 in duplicate of the proceedings of each meeting of Holders
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 9.02. The record shall show the
serial numbers of the securities voting in favor of or against any resolution.
The record shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one of the duplicates shall be
delivered to the Company and the other 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.


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ARTICLE TEN


SUPPLEMENTAL INDENTURES


     SECTION 10.01. Supplemental Indentures Without Consent of Holders. The
Company, when authorized by a Board Resolution, and the Trustee may from time
to time and at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Indenture Act as it shall
be in force at the date of execution of such indenture or indentures) for one
or more of the following purposes:


     (a)  to convey, transfer, assign, mortgage or pledge to the Trustee as
security for the Securities any property or assets which the Company may
desire;


     (b)  to evidence the succession of another corporation to the Company, or
successive successions, and the assumption by the successor corporation of the
covenants, agreements and obligations of the Company pursuant to Article
Eleven;


     (c)  to add to the covenants and agreements of the Company such further
covenants, agreements, restrictions or conditions for the protection of the
Holders of the Securities of all or any series as its Board of Directors and
the Trustee shall consider to be for the protection of the Holders of
Securities of such series (and if such covenants, agreements, restrictions or
conditions are to be for the benefit of less than all series of Securities,
specifying the series to which such covenants, agreements, restrictions or
conditions are applicable), and to make the occurrence, or the occurrence and
continuance, of a default in any such additional covenants, agreements,
restrictions or conditions a default or an Event of Default permitting the
enforcement of all or any of the several remedies provided in this Indenture as
herein set forth; provided, however, that in respect of any such additional
covenant, agreement, restriction or condition such supplemental indenture may
provide for a particular period of grace after default (which period may be
shorter or longer than that allowed in the case of other defaults) or may
provide for an immediate enforcement upon such default or may limit the
remedies available to the Trustee upon such default or may limit the right of
the Holders of a majority in aggregate principal amount of the Securities of a
particular series to waive such default;


     (d)  to add, delete or modify any Events of Default with respect to all or
any series of the Securities, the form and terms of which are being established
pursuant to such supplemental indenture as permitted in Section 2.01, 3.01 and
3.03 (and, if any such Event of Default is applicable to fewer than all such
series of the Securities, specifying the series


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to which such Event of Default is applicable) and to specify
the rights and remedies of the Trustee and the Holders of such Securities
in connection therewith;


     (e)  to prohibit the authentication and deliver of additional series of
Securities, to cure any ambiguity or to correct or supplement any provision
contained herein in any supplemental indenture which may be defective or
inconsistent with any other provisions contained herein or in any supplemental
indenture, or to make such other provisions in regard to matters or questions
arising under this Indenture as shall not be inconsistent with the provisions
of this Indenture or any supplemental indenture and shall not adversely affect
the interests of the holders of the Securities;


     (f)  to establish the form and terms of the Securities of any series as
permitted in Sections 2.01, 3.01 and 3.03, or to authorize the issuance of
additional Securities of a series previously authorized or to add to the
conditions, limitations or restrictions on the authorized amount, terms or
purposes of issue, authentication or delivery of the Securities of any series,
as herein set forth, or other conditions, limitations or restrictions
thereafter to be observed; and


     (g)  to evidence and provide for the acceptance of appointment hereunder by
a successor trustee with respect to the Securities of one or more series or to
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one trustee, pursuant to the requirements of Section 7.09.


     The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage, or pledge of any property thereunder, but the
Trustee 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. In addition, the Trustee shall not be obligated to
enter into any supplemental indenture which provides for the issuance of
Securities of any series denominated in a Foreign Currency or currency unit, if
the Trustee determines in its reasonable discretion that it would not be able
to properly fulfill its obligations hereunder and thereunder in respect of such
Securities or to do so would be unduly burdensome to the Trustee.


     Any supplemental indenture authorized by the provisions of this Section
shall be executed by the Company and the Trustee and shall not require the
consent of the


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Holders of any of the Securities at the time outstanding, notwithstanding Section 10.02.


     SECTION 10.02. Supplemental Indentures With Consent of Holders. With the
consent (evidenced as provided in Section 8.01) of the Holders of not less than
a majority of the aggregate principal amount of the Securities of any series at
the time outstanding, the Company, when authorized by a resolution of its Board
of Directors, and the Trustee may from time to time and at any time enter into
an indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as is shall be in force at the date of
execution of such supplemental indenture or indentures) for the purpose, with
respect to Securities of such series, of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture with respect to Securities of such series or of
modifying in any manner the rights of the Holders of the Securities of such
series; provided, however, that no such supplemental indenture shall (i) extend
the fixed maturity, or the earlier optional date of maturity, if any, of any
Security, or reduce the principal amount thereof or the premium thereon, if
any, or reduce the rate or extend the time of payment of interest, if any,
thereon or make the principal thereof or premium, if any, or interest, if any,
thereon payable in any currency other than as provided pursuant to this
Indenture or such Security, without the consent of the Holder of each Security
so affected, or (ii) reduce the aforesaid percentage of Securities of any
series, the Holders of which are required to consent to any such supplemental
indenture, without the consent of the Holders of all Securities of such series
then outstanding.


     Upon the request of the Company, accompanied by a copy of a Board
Resolution authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of the Holders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion but shall not be obligated to enter into
such supplemental indenture.


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


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


     Promptly after the execution by the Company and the Trustee of any
supplemental indenture under this Section, the Company shall give notice,
setting forth in general terms the substance of such supplemental indenture, to
the Holders of Securities in the manner provided in Section 1.04. Any failure
of the Company to give such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such supplemental indenture.


     SECTION 10.03. Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture pursuant to the provisions of this Article, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitation of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company and the Holders
of Securities shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.


     SECTION 10.04. Notation on Securities in Respect of Supplemental
Indentures. Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article or after any
action taken at a Holders meeting pursuant to the provisions of Article Nine
may, and if required by the Trustee shall, bear a notation in form approved by
the Trustee as to any matter provided for in such supplemental indenture or as
to any such action. If the Company and the Trustee shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Company and the Trustee, to any modification of this Indenture contained in any
such supplemental indenture may be prepared by the Company, authenticated by
the Trustee and delivered in exchange for the Securities of such series then
outstanding.


     SECTION 10.05. Opinion of Counsel to Be Given Trustee. The Trustee,
subject to Sections 7.01 and Section 315 of the Trust Indenture Act, may
receive an Opinion of Counsel as conclusive evidence that any such supplemental
indenture is authorized by the terms of this Indenture and that is proper for
the Trustee under the provisions of this Article to join in the execution
thereof.


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ARTICLE ELEVEN


CONSOLIDATION, MERGER AND SALE


     SECTION 11.01. Company May Consolidate or Merge, etc. Subject to the
provisions of Section 11.02, nothing contained in this Indenture shall prevent
any consolidation of the Company with or the merger of the Company into any
other corporation, or any merger of any other corporation into the Company or
successive consolidations or mergers to which the Company or its successor or
successors shall be a party or parties, or shall prevent any sale, transfer or
lease of the properties and assets of the Company as an entirety or
substantially as an entirety to any other corporation lawfully entitled to
acquire the same.


     SECTION 11.02. Conditions to Consolidation or Merger, etc. The Company
shall not consolidate with or merge into any other corporation or sell,
transfer or lease its properties and assets as an entirety or substantially as
an entirety unless, in case the Company shall consolidate with or merge into
another corporation or sell, transfer or lease its properties and assets
substantially as an entirety to any Person, the corporation formed by such
consolidation or into which the Company is merged or the Person which acquires
by sale or transfer, or which leases, the properties and assets of the Company
substantially as an entirety shall be a corporation organized and existing
under the laws of the United States, any State thereof or the District of
Columbia and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, 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.


     Every such successor corporation, upon executing such indenture
supplemental hereto, in form satisfactory to the Trustee, shall succeed to and
be substituted for the Company with the same effect as if it had been an
original party hereto, thus relieving the Company of all liabilities hereunder,
and such successor corporation shall possess and from time to time may exercise
each and every power hereunder of the Company, and may execute and deliver
Securities hereunder, either in the name of the Company or of such successor
corporation, and any act or proceeding required by this Indenture to be done or
performed by any board or officer of the Company may be done or performed with
like force and effect by the like board or officer of such successor
corporation.


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     SECTION 11.03. Documents and Opinion to Be Furnished to the Trustee. The
Company covenants and agrees that if it shall consolidate with or merge into
any other corporation or if it shall sell, transfer or lease its properties and
assets, as an entirety or substantially as an entirety, the Company will
promptly furnish to the Trustee:



		
	 	     (1) An Officers’ Certificate stating that the covenants of
the Company contained in Section 11.02 have been complied with;
	 
	 	     (2) An executed counterpart of any instrument or instruments
executed by the Company or the successor corporation in the
performance of such covenants; and
	 
	 	     (3) An Opinion of Counsel stating that in the opinion of such
counsel such covenants have been complied with and that any
instrument or instruments executed by the Company or the successor
corporation in the performance of such covenants comply with the
requirements of such covenants.



     Each certificate, instrument and opinion furnished to the Trustee pursuant
to the provisions of this Section shall conform to the requirements of Section
314 of the Trust Indenture Act.


     Subject to the provisions of Section 7.01 and Section 315 of the Trust
Indenture Act, the Trustee may receive an Opinion of Counsel conforming to the
requirements of Section 314 of the Trust Indenture Act as conclusive evidence
that any such consolidation, merger, sale, transfer or lease, any such steps
taken to secure the Securities, any such assumption and any such supplemental
indenture or other instrument or instruments comply with the provisions of this
Article.


ARTICLE TWELVE


SATISFACTION AND DISCHARGE OF INDENTURE;

DEFEASANCE; UNCLAIMED MONEYS


     SECTION 12.01. Satisfaction and Discharge of Indenture. If (a) the
Company shall deliver to the Trustee for cancellation all Outstanding
Securities, or (b) all Outstanding Securities not delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption and the Company shall deposit with the Trustee as trust funds the
entire amount sufficient to pay at maturity or upon redemption all such
Securities not delivered to the


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Trustee for cancellation, including the principal of, premium, if any, and
interest, if any, due or to become due to such date of maturity or redemption,
and if in either case the Company shall also pay or cause to be paid all other
sums payable hereunder by the Company, then this Indenture shall cease to be of
further effect, and the Trustee, on demand of the Company and at the cost and
expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture. The Company agrees to
reimburse the Trustee for any costs or expenses, including reasonable
attorneys’ fees, thereafter reasonably and properly incurred by the Trustee
without negligence or bad faith in connection with this Indenture or the
Securities.


     SECTION 12.02. Satisfaction, Discharge and Defeasance of Securities of Any
Series. If this Section is specified, as contemplated by Section 3.01, to be
applicable to Securities of the series, at the Company’s option, either


     (a)  the Company will be deemed to have been Discharged from its
obligations with respect to Securities of such series; or


     (b)  the company will cease to be under any obligation to comply with any
term, provision or condition set forth in Sections 5.09 and 5.10; provided,
however, that no such instrument may specify that the Company may cease to
comply with any obligations as to which it may not be Discharged pursuant to
the definition of “Discharged”;


in each case (a) and (b) with respect to the Securities of such series, the
Company will be discharged or will cease to be under any obligation to comply,
as the case may be, on the 91st day after the applicable conditions set forth
below in (p) and either (q) or (r) have been satisfied:



		
	 	     (p)(1) the Company has paid or caused to be paid all other
sums payable with respect to the Outstanding Securities of such
series (in addition to any required under (q) or (r)); and
	 
	 	     (2) the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the
satisfaction and discharge of the entire indebtedness on all
Outstanding Securities of any such series have been complied with;
	 
	 	     (q) (1) the Company shall have deposited or caused to be
deposited irrevocably with the Trustee as a trust fund
specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of the Securities of such series (i) money
in an amount (in such currency, currencies or



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	 	currency unit or units in which any Outstanding Securities of
such series are payable) or (ii) in the case of Securities
denominated in Dollars, U.S. Government Obligations or, in the
case of Securities denominated in a Foreign Currency, Foreign
Government Securities, which through the payment of interest and
principal in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment
of principal (including any premium) and interest, if any, under
the Securities of such series, money in an amount or (iii) a
combination of (i) and (ii), sufficient (in the opinion with
respect to (ii) and (iii) of a nationally recognized firm of
independent public accountants expressed in a written
certification thereof delivered to the Trustee) to pay and
discharge each installment of principal of (including any
premium), and interest, if any, on, the Outstanding Securities of
such series on the dates such installments of interest or
principal are due, in the currency, currencies or currency unit or
units, in which such Securities are payable; provided, however,
that the Company shall not make or cause to be made the deposit
provided by this clause (l) unless the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that
there will not occur any violation of the Investment Company Act
of 1940, as amended, on the part of the Company, the trust funds
representing such deposit or the Trustee as a result of such
deposit and the related exercise of the Company’s option under
this Section 12.02;
	 
	 	     (2)(i) no Event of Default or event (including such deposit)
which with notice or lapse of time would become an Event of
Default shall have occurred and be continuing on the date of such
deposit, (ii) no Event of Default as defined in clause (e) or (f)
of Section 6.01, or event which with notice or lapse of time or
both would become an Event of Default under either such clause,
shall have occurred within 90 days after the date of such deposit
and (iii) such deposit and the related intended consequence under
(a) or (b) will not result in any default or event of default
under any material indenture, agreement other instrument binding
upon the Company or any of its properties; and
	 
	 	     (3) the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that Holders of the Securities of
such series will not recognize income, gain or loss for Federal
income 



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	 	tax purposes as a result of the Company’s exercise
of its option under this Section 12.02 and will be subject to
Federal income tax in the same amount, in the same manner and at
the same times as would have been the case if such option had not
been exercised;
	 
	 	     (r) the Company has properly fulfilled such other means of
satisfaction and discharge as is specified, as contemplated by
Section 3.01, to be applicable to the Securities of such series.




		
	 	     Any deposits with the Trustee referred to in clause (q) (1) above
will be made under the terms of an escrow trust agreement in form and
substance satisfactory to the Trustee. If any Outstanding Securities of
such series are to be redeemed prior to their Stated Maturity, whether
pursuant to any mandatory redemption provisions or in accordance with any
mandatory sinking fund requirement, the applicable escrow trust agreement
will provide therefor and the Company will make arrangements for the
giving of notice of redemption by the Trustee in the name, and at the
expense, of the Company.



     SECTION 12.03. Application by Trustee of Funds Deposited for Payment of
Securities. All money deposited with the Trustee pursuant to Sections 12.01
and 12.02, or received by the Trustee in respect of obligations deposited with
the Trustee pursuant to Section 12.02 shall be held in trust until such time as
such money is to be applied by it to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent), to the
Holders of the particular Securities, for the payment of which such moneys have
been deposited with the Trustee, of all sums due and to become due thereon for
the principal thereof, premium, if any, and interest, if any, thereon. Moneys
held under this Section need not be segregated from other funds except to the
extent required by law and the Trustee shall be under no liability with respect
to interest on any such moneys.


     SECTION 12.04. Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture all moneys then held by
any Paying Agent, other than the Trustee, under this Indenture shall, upon and
in accordance with demand of the Company, be paid to the Trustee and thereupon
such paying agent shall be released from all further liability with respect to
such moneys.


     SECTION 12.05. Return of Unclaimed Moneys. Any moneys deposited with the
Trustee or any Paying Agent not applied but remaining unclaimed by the Holders
of Securities for two years after the date upon which the principal of,
premium, if any, or interest, if any, on such Securities shall have become due
and payable shall be repaid to the Company by


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the Trustee or such agent on written demand; and the Holder of any of the Securities entitled to receive
such payment shall thereafter look only to the Company for the payment thereof and all
liability of the Trustee or any Paying Agent with respect to such moneys shall
thereupon cease; provided, however, that the Trustee or such agent, before
being required to make any such repayment, may at the expense of the Company
cause to be published once a week for two consecutive weeks (in each case on
any day of the week) in an Authorized Newspaper in the Borough of Manhattan,
City of New York, and once in an authorized newspaper in London, notice that
said moneys have not been so applied and that after a date named therein, which
shall not be less than 30 days from the date of such mailing or publication,
any unclaimed balance of said moneys then remaining will be returned to the
Company.


ARTICLE THIRTEEN


IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

OFFICERS AND DIRECTORS


     SECTION 13.01. Personal Immunity from Liability of Incorporators,
Stockholders, etc. No recourse under or upon any obligation, covenant or
agreement of this Indenture or any indenture supplemental hereto, or of any
Security, or for any claim based thereon or otherwise in respect thereof, shall
be had against any incorporator or against any past, present or future
stockholder, officer or director, as such, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such
liability and any and all such claims being hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and issue of the Securities.



84