Exhibit (4)(b)


SNAP-ON INCORPORATED


to


U.S. BANK NATIONAL
ASSOCIATION


Trustee






INDENTURE


Dated as of January 8, 2007






Debt Securities















 


TABLE OF CONTENTS*


	
  

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Parties

  	
   

  	
  1

  
	
  Recitals

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE ONE.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Definitions.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01. Definitions

  	
   

  	
  1

  
	
  Affiliate

  	
   

  	
  1

  
	
  Authenticating
  Agent

  	
   

  	
  2

  
	
  Board of
  Directors

  	
   

  	
  2

  
	
  Board Resolution

  	
   

  	
  2

  
	
  Business Day

  	
   

  	
  2

  
	
  Capitalized Rent

  	
   

  	
  2

  
	
  Company

  	
   

  	
  3

  
	
  Company Request
  and Company Order

  	
   

  	
  3

  
	
  Consolidated
  Current Liabilities

  	
   

  	
  3

  
	
  Consolidated Net
  Tangible Assets

  	
   

  	
  3

  
	
  Consolidated
  Shareholders’ Equity

  	
   

  	
  3

  
	
  Consolidated
  Subsidiary

  	
   

  	
  4

  
	
  Consolidated
  Tangible Assets

  	
   

  	
  4

  
	
  Conversion Date

  	
   

  	
  4

  
	
  Currency
  Determination Agent

  	
   

  	
  4

  
	
  Debt Security or
  Debt Securities

  	
   

  	
  4

  
	
  Debt Security
  Register

  	
   

  	
  5

  
	
  Depository

  	
   

  	
  5

  
	
  Dollar

  	
   

  	
  5

  
	
  Dollar
  Equivalent of the Foreign Currency

  	
   

  	
  5

  
	
  Event of Default

  	
   

  	
  5

  
	
  Foreign Currency

  	
   

  	
  5

  
	
  Funded Debt

  	
   

  	
  5

  
	
  Global Debt
  Security

  	
   

  	
  6

  
	
  Government
  Obligations

  	
   

  	
  6

  
	
  Holder

  	
   

  	
  6

  
	
  Indenture

  	
   

  	
  6

  
	
  Indexed Debt
  Security

  	
   

  	
  6

  
	
  Interest

  	
   

  	
  6

  
	
  Interest Payment
  Date

  	
   

  	
  6

  
	
  Market Exchange
  Rate

  	
   

  	
  7

  
	
  Officers’
  Certificate

  	
   

  	
  7

  



 






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









 



 


	
  Opinion of Counsel

  	
   

  	
  7

  
	
  Original Issue
  Discount Debt Security

  	
   

  	
  7

  
	
  Outstanding

  	
   

  	
  7

  
	
  Permitted
  Receivables Financing

  	
   

  	
  8

  
	
  Person

  	
   

  	
  9

  
	
  Place of Payment

  	
   

  	
  9

  
	
  Predecessor Debt
  Security

  	
   

  	
  9

  
	
  Principal Office
  of the Trustee

  	
   

  	
  9

  
	
  Principal
  Property

  	
   

  	
  9

  
	
  Receivables
  Subsidiary

  	
   

  	
  10

  
	
  Redemption Date

  	
   

  	
  10

  
	
  Redemption Price

  	
   

  	
  10

  
	
  Regular Record
  Date

  	
   

  	
  10

  
	
  Responsible
  Officer

  	
   

  	
  10

  
	
  Restricted
  Subsidiary

  	
   

  	
  10

  
	
  Secured Debt

  	
   

  	
  11

  
	
  Security
  Interest

  	
   

  	
  11

  
	
  Special Record
  Date

  	
   

  	
  11

  
	
  Stated Maturity

  	
   

  	
  11

  
	
  Subsidiary

  	
   

  	
  11

  
	
  Trustee

  	
   

  	
  11

  
	
  Trust Indenture
  Act of 1939

  	
   

  	
  11

  
	
  Unrestricted
  Subsidiary

  	
   

  	
  12

  
	
  Valuation Date

  	
   

  	
  12

  
	
  Voting Stock

  	
   

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWO.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Debt Security Forms.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01. Forms Generally

  	
   

  	
  12

  
	
  SECTION 2.02. Forms of Debt Securities

  	
   

  	
  13

  
	
  SECTION 2.03. Form of Trustee’s Certificate of
  Authentication

  	
   

  	
  13

  
	
  SECTION 2.04. Debt Securities in Global Form

  	
   

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The Debt
  Securities.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01. Title and Terms

  	
   

  	
  16

  
	
  SECTION 3.02. Denominations

  	
   

  	
  18

  
	
  SECTION 3.03. Payment of Principal and Interest

  	
   

  	
  18

  
	
  SECTION 3.04. Execution of Debt Securities

  	
   

  	
  18

  
	
  SECTION 3.05. Temporary Debt Securities

  	
   

  	
  20

  
	
  SECTION 3.06. Exchange and Registration of Transfer
  of Debt Securities

  	
   

  	
  21

  
	
  SECTION 3.07. Mutilated, Destroyed, Lost or Stolen
  Debt Securities

  	
   

  	
  22

  



 









 



 


	
  SECTION 3.08. Payment of Interest; Interest
  Rights Preserved

  	
   

  	
  23

  
	
  SECTION 3.09. Persons Deemed Owners

  	
   

  	
  24

  
	
  SECTION 3.10. Cancellation of Debt Securities Paid,
  etc

  	
   

  	
  24

  
	
  SECTION 3.11. Currency and Manner of Payments

  	
   

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE FOUR.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Redemption of
  Debt Securities; Sinking Funds.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01. Applicability of Article

  	
   

  	
  26

  
	
  SECTION 4.02. Notice of Redemption; Selection of
  Debt Securities

  	
   

  	
  27

  
	
  SECTION 4.03. Payment of Debt Securities Called for
  Redemption

  	
   

  	
  28

  
	
  SECTION 4.04. Exclusion of Certain Securities from
  Eligibility for Selection for Redemption

  	
   

  	
  29

  
	
  SECTION 4.05. Provisions with Respect to any Sinking
  Funds

  	
   

  	
  29

  
	
   

  	
   

  	
   

  
	
  ARTICLE FIVE.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Particular
  Covenants of the Company

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01. Payment of Principal, Premium and
  Interest

  	
   

  	
  31

  
	
  SECTION 5.02. Offices for Notices and Payments, etc

  	
   

  	
  31

  
	
  SECTION 5.03. Appointments to Fill Vacancies in
  Trustee’s Office

  	
   

  	
  31

  
	
  SECTION 5.04. Provisions as to Paying Agent

  	
   

  	
  31

  
	
  SECTION 5.05. Limitation on Secured Debt

  	
   

  	
  32

  
	
  SECTION 5.06. Sale and Leaseback Transactions

  	
   

  	
  35

  
	
  SECTION 5.07. Restrictions on Transfer of Principal
  Property to Unrestricted Subsidiaries

  	
   

  	
  35

  
	
  SECTION 5.08. Certificate to Trustee

  	
   

  	
  36

  
	
  SECTION 5.09. Waivers of Covenants

  	
   

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE SIX.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Holders’ Lists
  and Reports by the Company and the Trustee.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.01. Holders’ Lists

  	
   

  	
  36

  
	
  SECTION 6.02. Preservation and Disclosure of Lists

  	
   

  	
  37

  
	
  SECTION 6.03. Reports by the Company

  	
   

  	
  37

  
	
  SECTION 6.04. Reports by the Trustee

  	
   

  	
  37

  
	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Remedies of the
  Trustee and Holders on Event of Default.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.01. Events of Default

  	
   

  	
  38

  
	
  SECTION 7.02. Payment of Debt Securities Upon
  Default; Suit Therefor

  	
   

  	
  41

  
	
  SECTION 7.03. Application of Moneys Collected by
  Trustee

  	
   

  	
  43

  



 









 



 


	
  SECTION 7.04. Proceedings by Holders

  	
   

  	
  44

  
	
  SECTION 7.05. Proceedings by Trustee

  	
   

  	
  44

  
	
  SECTION 7.06. Remedies Cumulative and Continuing

  	
   

  	
  44

  
	
  SECTION 7.07. Direction of Proceedings and Waiver of
  Defaults by Majority of Holders

  	
   

  	
  45

  
	
  SECTION 7.08. Notice of Defaults

  	
   

  	
  46

  
	
  SECTION 7.09. Undertaking to Pay Costs

  	
   

  	
  46

  
	
  SECTION 7.10. Unconditional Right of Holders to
  Receive Principal, Premium and Interest

  	
   

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Concerning the
  Trustee.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.01. Duties and Responsibilities of Trustee

  	
   

  	
  46

  
	
  SECTION 8.02. Reliance on Documents, Opinions,
  etc

  	
   

  	
  46

  
	
  SECTION 8.03. No Responsibility for Recitals, etc

  	
   

  	
  48

  
	
  SECTION 8.04. Trustee and Agents May Own Debt
  Securities

  	
   

  	
  48

  
	
  SECTION 8.05. Moneys to be Held in Trust

  	
   

  	
  48

  
	
  SECTION 8.06. Compensation and Expenses of Trustee

  	
   

  	
  49

  
	
  SECTION 8.07. Officers’ Certificate as Evidence

  	
   

  	
  49

  
	
  SECTION 8.08. Conflicting Interest of Trustee

  	
   

  	
  49

  
	
  SECTION 8.09. Eligibility of Trustee

  	
   

  	
  49

  
	
  SECTION 8.10. Resignation or Removal of Trustee

  	
   

  	
  50

  
	
  SECTION 8.11. Acceptance by Successor Trustee

  	
   

  	
  51

  
	
  SECTION 8.12. Succession by Merger, etc

  	
   

  	
  52

  
	
  SECTION 8.13. Limitation on Rights of Trustee as a
  Creditor

  	
   

  	
  52

  
	
  SECTION 8.14. Authenticating Agents

  	
   

  	
  53

  
	
   

  	
   

  	
   

  
	
  ARTICLE NINE.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Concerning the
  Holders.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.01. Action by Holders

  	
   

  	
  56

  
	
  SECTION 9.02. Proof of Execution by Holders

  	
   

  	
  56

  
	
  SECTION 9.03. Who Are Deemed Absolute Owners

  	
   

  	
  56

  
	
  SECTION 9.04. Company-Owned Debt Securities
  Disregarded

  	
   

  	
  56

  
	
  SECTION 9.05. Revocation of Consents; Future Holders
  Bound

  	
   

  	
  57

  
	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Holders’
  Meetings.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.01. Purposes of Meetings

  	
   

  	
  57

  
	
  SECTION 10.02. Call of Meetings by Trustee

  	
   

  	
  58

  
	
  SECTION 10.03. Call of Meetings by Company or
  Holders

  	
   

  	
  58

  
	
  SECTION 10.04. Qualifications for Voting

  	
   

  	
  58

  



 









 



 


	
  SECTION 10.05. Regulations

  	
   

  	
  59

  
	
  SECTION 10.06. Voting

  	
   

  	
  59

  
	
  SECTION 10.07. No Delay of Rights by Meeting

  	
   

  	
  60

  
	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Supplemental
  Indentures.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.01. Supplemental Indentures without
  Consent of Holders

  	
   

  	
  60

  
	
  SECTION 11.02. Supplemental Indentures with Consent
  of Holders

  	
   

  	
  62

  
	
  SECTION 11.03. Effect of Supplemental Indentures

  	
   

  	
  63

  
	
  SECTION 11.04. Notation on Debt Securities

  	
   

  	
  63

  
	
  SECTION 11.05. Evidence of Compliance of Supplemental
  Indenture to be Furnished Trustee

  	
   

  	
  63

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWELVE.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Consolidation,
  Merger, Sale and Conveyance.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 12.01. Company May Consolidate, etc., on
  Certain Terms

  	
   

  	
  63

  
	
  SECTION 12.02. Successor Person to be Substituted

  	
   

  	
  64

  
	
  SECTION 12.03. Opinion of Counsel to Be Given
  Trustee

  	
   

  	
  64

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  THIRTEEN.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Satisfaction and
  Discharge of Indenture.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 13.01. Satisfaction, Discharge and
  Defeasance of Debt Securities of any Series

  	
   

  	
  65

  
	
  SECTION 13.02. Defeasance of Debt Securities of any
  Series

  	
   

  	
  67

  
	
  SECTION 13.03. Application of Trust Funds;
  Indemnification

  	
   

  	
  68

  
	
  SECTION 13.04. Return of Unclaimed Moneys

  	
   

  	
  69

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  FOURTEEN.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Immunity of
  Incorporators, Stockholders, Officers, Directors, etc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 14.01. Indenture and Debt Securities Solely
  Obligations of the Company

  	
   

  	
  69

  
	
   

  	
   

  	
   

  
	
  ARTICLE FIFTEEN.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Miscellaneous
  Provisions.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 15.01. Provisions Binding on Successors of
  the Company

  	
   

  	
  70

  
	
  SECTION 15.02. Indenture for Sole Benefit of Parties
  and Holders of Debt Securities

  	
   

  	
  70

  
	
  SECTION 15.03. Addresses for Notices, etc

  	
   

  	
  70

  
	
  SECTION 15.04. New York Contract

  	
   

  	
  70

  



 









 



 


	
  SECTION 15.05. Evidence of Compliance with
  Conditions Precedent

  	
   

  	
  70

  
	
  SECTION 15.06. Legal Holidays

  	
   

  	
  71

  
	
  SECTION 15.07. Trust Indenture Act of 1939 to
  Control

  	
   

  	
  71

  
	
  SECTION 15.08. Table of Contents, Headings, etc

  	
   

  	
  71

  
	
  SECTION 15.09. Determination of Principal Amount

  	
   

  	
  71

  
	
  SECTION 15.10. Execution in Counterparts

  	
   

  	
  72

  
	
  Signatures

  	
   

  	
   

  
	
  Acknowledgements

  	
   

  	
   

  



 















 


CROSS REFERENCE SHEET


Between


Provisions of Sections 310 through 318(a) inclusive of
Trust Indenture Act of 1939 and the Indenture dated as of January 8, 2007
between Snap-on Incorporated and U.S. Bank National Association, as Trustee.


	
  Section of Act

  	
   

  	
  Section of Indenture

  
	
   

  	
   

  	
   

  
	
  310(a)(1) and (2)

  	
   

  	
  8.09

  
	
  310(a)(3) and (4)

  	
   

  	
  *

  
	
  310(b)

  	
   

  	
  8.08 and 8.10

  
	
  310(c)

  	
   

  	
  *

  
	
  311(a)

  	
   

  	
  8.13(a)

  
	
  311(b)

  	
   

  	
  8.13(b)

  
	
  311(c)

  	
   

  	
  *

  
	
  312(a)

  	
   

  	
  6.01 and 6.02(a)

  
	
  312(b)

  	
   

  	
  6.02(b)

  
	
  312(c)

  	
   

  	
  6.02(c)

  
	
  313(a)(1), (2), (3), (4), (6) and (7)

  	
   

  	
  6.04(a)(1-6)

  
	
  313(a)(5)

  	
   

  	
  *

  
	
  313(b)(1)

  	
   

  	
  *

  
	
  313(b)(2)

  	
   

  	
  6.04(b)

  
	
  313(c)

  	
   

  	
  6.04(c)

  
	
  313(d)

  	
   

  	
  6.04(d)

  
	
  314(a)(1)

  	
   

  	
  6.03(a)

  
	
  314(a)(2)

  	
   

  	
  6.03(b)

  
	
  314(a)(3)

  	
   

  	
  6.03(c)

  
	
  314(b)

  	
   

  	
  *

  
	
  314(c)(1)

  	
   

  	
  15.05

  
	
  314(c)(2)

  	
   

  	
  15.05

  
	
  314(c)(3)

  	
   

  	
  *

  
	
  314(d)

  	
   

  	
  *

  
	
  314(e)

  	
   

  	
  15.05

  
	
  314(f)

  	
   

  	
  *

  
	
  315(a), (c) and (d)

  	
   

  	
  8.01

  
	
  315(b)

  	
   

  	
  7.08

  
	
  315(e)

  	
   

  	
  7.09

  
	
  316(a)(1)

  	
   

  	
  7.07

  
	
  316(a)(2)

  	
   

  	
  *

  
	
  316(a) last para

  	
   

  	
  9.04

  
	
  316(b)

  	
   

  	
  7.10

  
	
  317(a)

  	
   

  	
  7.02

  
	
  317(b)

  	
   

  	
  5.04

  
	
  318(a)

  	
   

  	
  15.07

  



 






*                                         Not
applicable.


**                                  This
cross reference sheet shall not, for any purpose, be deemed to be part of the
Indenture.















 


THIS INDENTURE, dated as of January 8,
2007, between Snap-on Incorporated, a Delaware corporation (the “Company”), and
U.S. Bank National Association, a national banking corporation, as trustee (the
“Trustee”).


RECITALS OF THE COMPANY


The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issue from time to time of its unsecured debentures, notes,
bonds or other evidences of indebtedness to be issued in one or more series as
in this Indenture provided, up to such principal amount or amounts as may from
time to time be authorized in or pursuant to one or more resolutions of the
Board of Directors.


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


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


For
and in consideration of the premises and the purchase or acceptance of the Debt
Securities by the Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of the respective Holders from time to time
of the Debt Securities or of any series thereof as follows:


ARTICLE ONE.


Definitions.


SECTION
1.01.  Definitions.  The terms defined in this Section 1.01
(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 1.01.  All other terms used in this Indenture which
are defined in the Trust Indenture Act of 1939 or which are by reference
therein defined in the Securities Act of 1933, as amended, shall have (except
as herein otherwise expressly provided or unless the context otherwise
requires) the meanings assigned to such terms in said Trust Indenture Act of
1939 and in said Securities Act as in force at the date of the execution of
this Indenture.  All accounting terms not
otherwise defined herein have the meanings assigned to them in accordance with
generally accepted accounting principles and, except as otherwise herein
expressly provided, the term “generally accepted accounting principles” with
respect to any computation required or permitted hereunder shall mean such
accounting principles as are generally accepted at the date of such
computation.  All references to such
terms herein shall be both to the singular or the plural, as the context so
requires.


Affiliate:


The
term “Affiliate”, when used with respect to any specified Person, means any
other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person.  For the purposes of this definition,









 



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


Authenticating Agent:


The
term “Authenticating Agent” shall mean the agent of the Trustee, if any, which
at the time shall be appointed and acting pursuant to Section 8.14.


Board of Directors:


The
term “Board of Directors” shall mean the Board of Directors of the Company or
any authorized committee of such Board designated by the Board of Directors or
the by-laws or the certificate of incorporation of the Company to act for such
Board for purposes of this Indenture.


Board Resolution:


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


Business Day:


The
term “Business Day”, when used with respect to any Place of Payment, means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by
law to close.


Capitalized Rent:


The
term “Capitalized Rent” means the total net amount of rent payable for the
remaining term as of the date of determination thereof under a lease of
Principal Property by the Company or any of its Restricted Subsidiaries,
discounted from the respective due dates thereof to such date at the rate per annum
equal to the weighted average interest rate borne by the Debt Securities.  The weighted average interest rate borne by
the Debt Securities shall be calculated by dividing the aggregate of the annual
interest payments required on the Debt Securities, based on the amount
Outstanding at the latest date any Debt Securities were issued hereunder, by
the aggregate principal amount of the Debt Securities Outstanding at such
date.  The total net amount of rent
payable under any such lease for any period shall be the total amount of the
rent payable by the lessee with respect to such period but shall not include
amounts required to be paid on account of maintenance and repairs, insurance,
taxes, assessments, water rates, sewer rents and similar charges and contingent
rents such as those based on sales.  The
remaining term under any lease shall be calculated without giving effect to any
unexercised option of the lessee for the renewal or extension of any term.  In the case of any



 2
 






 



lease which is
terminable by the lessee upon the payment of a penalty, such net amount shall
also include the amount of such penalty, but no rent shall be considered as
required to be paid under such lease subsequent to the first date upon which it
may be so terminated.


Company:


The
term “Company” shall mean Snap-on Incorporated, a Delaware corporation, and,
subject to Article Twelve, shall include its successors and assigns.


Company Request and
Company Order:


The
terms “Company Request” and “Company Order” mean, respectively, a written request
or order signed in the name of the Company by its Chairman of the Board, Vice
Chairman of the Board, President or a Vice President, and by its Treasurer,
Secretary, Assistant Secretary or Assistant Treasurer, and delivered to the
Trustee.


Consolidated Current
Liabilities:


The
term “Consolidated Current Liabilities” means the aggregate of the current
liabilities of the Company and its Restricted Subsidiaries (excluding
liabilities of Unrestricted Subsidiaries and excluding billings on uncompleted
contracts in excess of related costs and profits) appearing on the most recent
available consolidated balance sheet of the Company and its Restricted
Subsidiaries, all in accordance with generally accepted accounting principles; provided, however, that
in no event shall Consolidated Current Liabilities include any obligation of
the Company and its Restricted Subsidiaries issued under a revolving credit or
similar agreement if the obligation issued under such agreement matures by its
terms within 12 months from the date thereof but by the terms of such agreement
such obligation may be renewed or extended or the amount thereof reborrowed or
refunded at the option of the Company or any Restricted Subsidiary for a term
in excess of 12 months from the date of determination.


Consolidated Net Tangible
Assets:


The
term “Consolidated Net Tangible Assets” means Consolidated Tangible Assets
after deduction of Consolidated Current Liabilities.


Consolidated
Shareholders’ Equity


The
term “Consolidated Shareholders’ Equity” means at any date the stockholders’
equity of the Company and its Consolidated Subsidiaries determined on a
consolidated basis as of such date in accordance with generally accepted
accounting principles; provided that,
for purposes hereof, the consolidated stockholders’ equity of the Company and
its Consolidated Subsidiaries shall be calculated without giving effect to
(i) the application of Financial Accounting Standards Board Statement
No. 106 or (ii) the cumulative foreign currency translation adjustment.



 3
 






 



Consolidated
Subsidiary


The
term “Consolidated Subsidiary” shall mean, as to any Person, each Subsidiary of
such Person (whether now existing or hereafter created or acquired) the
financial statements of which shall be (or should have been) consolidated with
the financial statements of such Person in accordance with generally accepted
accounting principles.


Consolidated Tangible
Assets:


The
term “Consolidated Tangible Assets” means the aggregate of all assets of the
Company and its Restricted Subsidiaries (including the value of all existing
Sale and Leaseback Transactions (as defined in Section 5.06) and any assets
resulting from the capitalization of other long-term lease obligations in
accordance with generally accepted accounting principles but excluding the
value of assets or investments in any Unrestricted Subsidiary or any non-majority-owned
Subsidiary) appearing on the most recent available consolidated balance sheet
of the Company and its Restricted Subsidiaries at their net book values, after
deducting related depreciation, amortization and other valuation reserves and
excluding (a) any capital write-ups resulting from reappraisals of assets
or of other investments after September 30, 2006 (other than a write-up
of any assets constituting part of the assets and business of another Person
made in connection with the acquisition, direct or indirect, of the assets and
business of such other Person) except as permitted in accordance with generally
accepted accounting principles, (b) treasury stock and (c) patent and
trademark rights, good will, unamortized discounts and expenses and any other
intangible items, all in accordance with generally accepted accounting
principles.


Conversion Date:


The
term “Conversion Date” shall have the meaning set forth in Section 3.11.


Currency Determination
Agent:


The
term “Currency Determination Agent” shall mean the financial institution, if
any, from time to time selected by the Company and approved by the Trustee for
purposes of Section 3.11.


Debt Security or Debt
Securities:


The
terms “Debt Security” or “Debt Securities” shall mean any unsecured notes,
debentures or other indebtedness of any series, as the case may be, issued by
the Company from time to time, and authenticated and delivered under this
Indenture.


Debt Security Register:


The
term “Debt Security Register” shall have the meaning set forth in Section 3.06.



 4
 






 



Depository:


The
term “Depository” shall mean, unless otherwise specified by the Company
pursuant to Section 3.01, with respect to Debt Securities of any series
issuable or issued as a Global Debt Security, The Depository Trust Company, New
York, New York, or any successor thereto registered as a clearing agency
pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934, as amended, or other applicable statute or regulation.


Dollar:


The
term “Dollar” shall mean the coin or currency of the United States of America
which as of the time of payment is legal tender for the payment of public and
private debts.


Dollar Equivalent of the
Foreign Currency:


The
term “Dollar Equivalent of the Foreign Currency” shall have the meaning set
forth in Section 3.11.


Event of Default:


The
term “Event of Default” shall mean any event specified in Section 7.01,
continued for the period of time, if any, and after the giving of the notice,
if any, therein designated.


Foreign Currency:


The
term “Foreign Currency” shall mean a currency issued by the government of any
country other than the United States of America.


Funded Debt:


The
term “Funded Debt” means all indebtedness for money borrowed having a maturity
of more than twelve months from the date of the most recent consolidated
balance sheet of the Company and its Restricted Subsidiaries (excluding
indebtedness of Unrestricted Subsidiaries) or renewable and extendible beyond
twelve months at the option of the borrower and all obligations in respect of
lease rentals which under generally accepted accounting principles would be
shown on a consolidated balance sheet of the Company as a liability item other
than a current liability; provided, however, that Funded Debt shall not include any of the
foregoing to the extent that such indebtedness or obligations are not required
by generally accepted accounting principles to be shown on the balance sheet of
the Company.


Global Debt Security:


The
term “Global Debt Security” means a Debt Security issued to evidence all or
part of a series of Debt Securities.



 5
 






 



Government Obligations:


The
term “Government Obligations” means securities which are (i) direct obligations
of the government which issued the currency in which the Debt Securities of a
series are denominated or (ii) obligations of a person controlled or supervised
by and acting as an agency or instrumentality of the government which issued
the currency in which the Debt Securities of such series are denominated, the
payment of which obligations is unconditionally guaranteed by such government,
and which, in either case, are full faith and credit obligations of such
government, are denominated in the currency in which the Debt Securities of
such series are denominated and which are not callable or redeemable at the
option of the issuer thereof.


Holder:


The
term “Holder” means any Person in whose name a Debt Security of any series is
registered in the Debt Security Register applicable to Debt Securities of such
series.


Indenture:


The
term “Indenture” shall mean this instrument as originally executed or, if
amended or supplemented as herein provided, as so amended or supplemented,
pursuant to the applicable provisions hereof.


Indexed Debt Security


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


Interest:


The term
“interest”, when used with respect to an Original Issue Discount Debt Security
which by its terms bears interest only after maturity, means interest payable
after maturity.


Interest Payment Date:


The
term “Interest Payment Date”, when used with respect to any series of Debt
Securities, means the Stated Maturity of an installment of interest on such
Debt Securities.


Market Exchange Rate:


The
term “Market Exchange Rate” shall have the meaning set forth in Section 3.11.



 6
 






 



Officers’ Certificate:


The
term “Officers’ Certificate”, when used with respect to the Company, shall mean
a certificate signed by its Chairman of the Board, Vice Chairman of the Board,
President, or a Vice President and by its Treasurer, Secretary, Assistant
Secretary or Assistant Treasurer and delivered to the Trustee.  Each such certificate shall include the
statements provided for in Section 15.05 to the extent required by the
provisions of such Section.


Opinion of Counsel:


The
term “Opinion of Counsel” shall mean an opinion in writing signed by legal
counsel who may be an employee of or counsel to the Company, and who shall be
reasonably acceptable to the Trustee. 
Each such opinion shall include the statements provided for in Section
3.04 and Section 15.05 to the extent required by the provisions of such
Sections.


Original Issue Discount
Debt Security:


The
term “Original Issue Discount Debt Security” means any Debt 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 7.01.


Outstanding:


The
term “Outstanding”, when used with respect to Debt Securities or Debt
Securities of any series, means, as of the date of determination, all such Debt
Securities theretofore authenticated and delivered under this Indenture, except:


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


(ii)  such Debt Securities for whose payment or
redemption money in the necessary amount and in the specified currency has been
theretofore deposited with the Trustee or any paying agent (other than the
Company) in trust or set aside and segregated in trust by the Company (if the
Company shall act as its own paying agent) for the Holders of such Debt
Securities, provided, however, that if such Debt Securities are
to be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made;


(iii)  such Debt Securities in exchange for or in
lieu of which other such Debt Securities have been authenticated and delivered
pursuant to this Indenture, or such Debt Securities which have been paid,
pursuant to this Indenture, unless proof satisfactory to the Trustee is
presented that any such Debt Securities are held by Persons in whose hands any
of such Debt Securities are a legal, valid and binding obligation of the
Company; and



 7
 






 



(iv)  such Debt Securities the indebtedness in
respect to which has been discharged in accordance with Section 13.01.


provided, however, that in determining whether the
Holders of the requisite principal amount of such Outstanding Debt Securities
have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, such Debt Securities owned by the Company or such other
obligor upon such Debt Securities or any Affiliate of the Company or such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only such
Debt Securities which the Trustee knows to be so owned shall be so
disregarded.  Such Debt Securities so
owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee’s right
so to act with respect to such Debt Securities and that the pledgee is not the
Company or any other such obligor upon such Debt Securities or any Affiliate of
the Company or such other obligor.  In
case of a dispute as to such right, the decision of the Trustee upon the advice
of counsel shall be full protection to the Trustee.  Upon request of the Trustee, the Company
shall furnish to the Trustee promptly an Officers’ Certificate listing and
identifying all such Debt Securities, if any, known by the Company to be owned
or held by or for the account of any of the above described Persons; and,
subject to the provisions of Section 8.01, the Trustee shall be entitled to
accept such Officers’ Certificate as conclusive evidence of the facts therein
set forth and of the fact that all such Debt Securities not listed therein are
Outstanding for the purpose of any such determination.


Permitted Receivables
Financing:


The term “Permitted
Receivables Financing” means any financing pursuant to which the Company or any
Subsidiary or Subsidiaries of the Company may sell, convey or otherwise
transfer, directly or indirectly, to a Receivables Subsidiary or any other
Person, or grant a Security Interest in, any accounts receivable, general
intangibles, chattel paper or other financial assets (and related rights and
assets) of the Company or such Subsidiary or Subsidiaries, provided
that such financing shall be with limited or no recourse to the Company and its
Subsidiaries (other than the Receivables Subsidiary) except to the extent
customary (in the reasonable judgment of the Company) for such transactions.


Person:


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


Place of Payment:


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



 8
 






 



Predecessor Debt
Security:


The
term “Predecessor Debt Security” of any particular Debt Security means every
previous Debt Security evidencing all or a portion of the same debt as that
evidenced by such particular Debt Security, and for the purposes of this
definition, any Debt Security authenticated and delivered under Section 3.07 in
lieu of a mutilated, lost, destroyed or stolen Debt Security shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Debt
Security.


Principal Office of the
Trustee:


The term “principal
office of the Trustee”, or other similar terms, means the principal office of
the Trustee in New York, New York, at which at any particular time its trust
business shall be administered, which office on the date hereof is located at
100 Wall Street, Suite 1600, New York, NY 
10005.


Principal Property:


The
term “Principal Property” means any manufacturing plant, office building or
similar facility (including associated fixtures but excluding leases and other
contract rights which might otherwise be deemed real property) owned by the
Company or any Restricted Subsidiary, whether owned on the date hereof or
thereafter, provided each such plant, office building or similar facility has a
gross book value (without deduction for any depreciation reserves) at the date
as of which the determination is being made of in excess of five percent of the
Consolidated Net Tangible Assets of the Company and the Restricted Subsidiaries
and is located in the United States of America, Canada or the Commonwealth of
Puerto Rico, other than any such plant, office building or similar facility or
portion thereof which, in the opinion of the Board of Directors (evidenced by a
certified Board Resolution thereof delivered to the Trustee), is not of
material importance to the business conducted by the Company and its Restricted
Subsidiaries taken as a whole.


Receivables Subsidiary:


The term “Receivables
Subsidiary” means a bankruptcy remote, special purpose wholly owned Subsidiary
of the Company (or another wholly-owned Subsidiary of the Company) formed in
connection with a Permitted Receivables Financing.


Redemption Date:


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



 9
 






 



Redemption Price:


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


Regular Record Date:


The
term “Regular Record Date” for the interest payable on any Debt Security on any
Interest Payment Date means the date specified in such Debt Security as the “Regular
Record Date” as contemplated by Section 3.01.


Responsible Officer:


The
term “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, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any trust officer or assistant trust officer,
the controller or 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 trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.


Restricted Subsidiary:


The
term “Restricted Subsidiary” means any Subsidiary of the Company that is not an
Unrestricted Subsidiary.


Secured Debt:


The
term “Secured Debt” means indebtedness for money borrowed and any Funded Debt
which, in each case, is secured by a Security Interest in (a) any
Principal Property or (b) any shares of capital stock or indebtedness of
any Restricted Subsidiary.


Security Interest:


The
term “Security Interest” shall mean any mortgage, pledge, lien, encumbrance,
conditional sale agreement, title retention agreement (excluding an operating
lease) or other security interest which secures payment or performance of an
obligation.


Special Record Date:


The
term “Special Record Date” for the payment of any Defaulted Interest (as
defined in Section 3.08) means a date fixed by the Trustee pursuant to Section
3.08.



 10
 






 



Stated Maturity:


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


Subsidiary:


The
term “Subsidiary” means any Person of which the Company, or the Company and one
or more Subsidiaries, or any one or more Subsidiaries, directly or indirectly
own more than 50% of the Voting Stock.


Trustee:


The
term “Trustee” shall mean U.S. Bank National Association and, subject to the
provisions of Article Eight hereof, shall also include its successors and assigns
as Trustee hereunder.


Trust Indenture Act of
1939:


The
term “Trust Indenture Act of 1939” means the Trust Indenture Act of 1939, as
amended, as in force at the date as of which this Indenture was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust
Indenture Act of 1939” means to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.


Unrestricted Subsidiary:


The
term “Unrestricted Subsidiary” means (a) any Subsidiary of the Company
that at the time of determination shall be designated an Unrestricted
Subsidiary by the Board of Directors (provided, however, that any Subsidiary of the Company having, as of
the end of the Company’s most recently completed fiscal year, (i) assets
with a value in excess of 5% of the total value of the assets of the Company
and its Subsidiaries taken as a whole, or (ii) gross revenue in excess of
5% of the total (gross) revenue of the Company and its Subsidiaries taken as a
whole, may not be designated as an Unrestricted Subsidiary hereunder); and
(b) any Subsidiary of an Unrestricted Subsidiary.


Valuation Date:


The
term “Valuation Date” shall have the meaning set forth in Section 3.11.



 11
 






 



Voting Stock:


The
term “Voting Stock” means outstanding shares of capital stock or similar equity
interests having under ordinary circumstances voting power for the election of
directors, managers or the substantial equivalent thereof whether at all times
or only so long as no senior class of stock or similar equity interest has such
voting power by reason of the happening of any contingency.


ARTICLE TWO.


Debt Security Forms.


SECTION
2.01.  Forms
Generally.  The Debt
Securities of each series and the certificates of authentication thereon shall
have such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture (the provisions of which shall
be appropriate to reflect the terms of each series of Debt Securities,
including the currency or denomination, which may be Dollars or Foreign
Currency), 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 Debt Securities, as evidenced by
their signing of such Debt Securities. 
Any portion of the text of any Debt Security may be set forth on the
reverse thereof, with an appropriate reference thereto on the face of the Debt
Security.


The
definitive Debt Securities shall be printed, lithographed or engraved or
produced by any combination of these methods or may be produced in any other
manner permitted by the rules of any securities exchange, all as determined by
the officers executing such Debt Securities, as evidenced by their signing of
such Debt Securities.


SECTION
2.02.  Forms
of Debt Securities.  The Debt
Securities of each series shall be in such form or forms (including global
form) as shall be established by or pursuant to a Board Resolution.


Prior
to the delivery of a Debt Security of any series in any such form to the
Trustee for the Debt Securities of such series for authentication, the Company
shall deliver to the Trustee the following:


(1)  The Board Resolution by or pursuant to which
such form of Debt Security has been approved;


(2)  An Officers’ Certificate dated the date such
Certificate is delivered to the Trustee stating that all conditions precedent
provided for in this Indenture relating to the authentication and delivery of
Debt Securities in such form have been complied with; and


(3)  An Opinion of Counsel stating that Debt
Securities in such form, together with any coupons appertaining thereto, when
(a) completed by appropriate insertions



 12
 






 



and executed and
delivered by the Company to the Trustee for authentication in accordance with
this Indenture, (b) authenticated and delivered by such Trustee in accordance
with this Indenture within the authorization as to aggregate principal amount
established from time to time by the Board of Directors, and (c) sold in the
manner specified in such Opinion of Counsel, will be the legal, valid and
binding obligations of the Company, subject to applicable bankruptcy,
reorganization, insolvency and other similar laws generally affecting creditors’
rights, to general equitable principles and to such other qualifications as
such counsel shall conclude do not materially affect the rights of Holders of
such Debt Securities.


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


SECTION
2.03.  Form
of Trustee’s Certificate of Authentication.  The following is the form of the Certificate
of Authentication of the Trustee to be endorsed on the face of all Debt Securities
substantially as follows:


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


	
  

  	
  U.S. BANK NATIONAL
  ASSOCIATION,

  
	
   

  	
  a national
  banking association, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  



 


SECTION
2.04.  Debt
Securities in Global Form. 
(a)  If the Company shall
establish pursuant to Section 3.01 that the Debt Securities of a particular
series are to be issued in whole or in part in the form of one or more Global
Debt Securities, then the Company shall execute and the Trustee or its agent
shall, in accordance with Section 3.04 and the Company Order delivered to the
Trustee or its agent thereunder, authenticate and deliver such Global Debt Security
or Global Debt Securities, which (i) shall represent, and shall be denominated
in an amount equal to the aggregate principal amount of, the Outstanding Debt
Securities of such series to be represented by such Global Debt Security or
Global Debt Securities, or such portion thereof as the Company shall specify in
a Company Order, (ii) shall be registered in the name of the Depository for
such Global Debt Security or Global Debt Securities or its nominee, (iii) shall
be delivered by the Trustee or its agent to the Depository or pursuant to the
Depository’s instruction and (iv) shall bear a legend substantially to the
following effect:  “Unless this
certificate is presented by an authorized representative of the Depository to
the Company or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of the nominee of the
Depository or in such other name as is requested by an authorized
representative of the Depository (and any payment is made to the nominee of the
Depository or to such other entity as is requested by an authorized
representative



 13
 






 



of the
Depository), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, the
nominee of the Depository, has an interest herein.”


(b)  Notwithstanding any other provision of this
Section 2.04 or of Section 3.06, and subject to the provisions of paragraph (c)
below, unless the terms of a Global Debt Security expressly permit such Global
Debt Security to be exchanged in whole or in part for individual certificates
representing Debt Securities, a Global Debt Security may be transferred, in
whole but not in part and in the manner provided in Section 3.06, only to a
nominee of the Depository for such Global Debt Security, or to the Depository,
or a successor Depository for such Global Debt Security selected or approved by
the Company, or to a nominee of such successor Depository.


(c)  (1)  If
at any time the Depository for a Global Debt Security notifies the Company that
it is unwilling or unable to continue as Depository for such Global Debt
Security or if at any time the Depository for the Global Debt Securities for
such series shall no longer be eligible or in good standing under the Securities
Exchange Act of 1934, as amended, or other applicable statute or regulation,
the Company shall appoint a successor Depository with respect to such Global
Debt Security.  If a successor Depository
for such Global Debt Security is not appointed by the Company within 90 days
after the Company receives notice or becomes aware of such ineligibility, the
Company will execute, and the Trustee or its agent, upon receipt of a Company
Request for the authentication and delivery of certificates representing Debt
Securities of such series in exchange for such Global Debt Security, will
authenticate and deliver, certificates representing Debt Securities of such
series of like tenor and terms in an aggregate principal amount equal to the
principal amount of the Global Debt Security in exchange for such Global Debt
Security.


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


(3)  If specified by the Company pursuant to
Section 3.01 with respect to Debt Securities issued or issuable in the form of
a Global Debt Security, the Depository for such Global Debt Security may
surrender such Global Debt Security in exchange in whole or in part for
certificates representing Debt Securities of such series of like tenor and
terms in definitive form on such terms as are acceptable to the Company and
such Depository.  Thereupon the Company
shall execute, and the Trustee or its agent shall authenticate and deliver, without
a service charge, (1) to each Holder specified by the Debt Security registrar
(as defined in Section 3.06)



 14
 






 



or the Depository
a certificate or certificates representing Debt Securities of the same series
of like tenor and terms and of any authorized denomination as requested by such
person in an aggregate principal amount equal to and in exchange for such
Holder’s beneficial interest as specified by the Debt Security registrar or the
Depository in the Global Debt Security; and (2) to such Depository a new Global
Debt Security of like tenor and terms and in an authorized denomination equal
to the difference, if any, between the principal amount of the surrendered
Global Debt Security and the aggregate principal amount of certificates
representing Debt Securities delivered to Holders thereof.


(4)  In any exchange provided for in any of the
preceding three paragraphs, the Company will execute and the Trustee or its
agent will authenticate and deliver certificates representing Debt Securities
in definitive registered form in authorized denominations for Debt Securities
of the same series or any integral multiple thereof.  Upon the exchange of the entire principal
amount of a Global Debt Security for certificates representing Debt Securities,
such Global Debt Security shall be cancelled by the Trustee or its agent.  Except as provided in the preceding
paragraph, certificates representing Debt Securities issued in exchange for a
Global Debt Security pursuant to this Section shall be registered in such names
and in such authorized denominations for Debt Securities of that series or any
integral multiple thereof, as the Debt Security registrar (as defined in
Section 3.06) or Depository shall instruct the Trustee or its agent.  The Trustee or the Debt Security registrar
shall deliver at its trust office such certificates representing Debt
Securities to the Holders in whose names such Debt Securities are so
registered.


ARTICLE THREE.


The Debt Securities.


SECTION
3.01.  Title
and Terms.  The aggregate
principal amount of Debt Securities which may be authenticated and delivered
under this Indenture is unlimited.  The
Debt Securities may be issued up to the aggregate principal amount of Debt
Securities from time to time authorized by or pursuant to a Board Resolution.


The
Debt Securities may be issued in one or more series.  All Debt Securities of each series issued
under this Indenture shall in all respects be equally and ratably entitled to
the benefits hereof with respect to such series without preference, priority or
distinction on account of the actual time or times of the authentication and
delivery or maturity of the Debt Securities of such series.  There shall be established in or pursuant to
a Board Resolution, and set forth in an Officers’ Certificate to the extent not
established in a Board Resolution, or established in one or more indentures
supplemental hereto, prior to the issuance of Debt Securities of any series:


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



 15
 






 



(2)  any limit upon the aggregate principal amount
of the Debt Securities of the series which may be authenticated and delivered
under this Indenture (except for Debt Securities authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other Debt
Securities of that series pursuant to this Article Three, the second paragraph
of Section 4.03, or Section 11.04);


(3)  the date or dates (or the manner of
calculation thereof) on which the principal of the Debt Securities of the
series is payable;


(4)  the rate or rates (or the manner of
calculation thereof) at which the Debt Securities of the series shall bear
interest, if any, the date or dates from which such interest shall accrue, the
Interest Payment Dates on which such interest shall be payable and the Regular
Record Date for the interest payable on any Interest Payment Date;


(5)  the Place of Payment;


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


(7)  the obligation, if any, of the Company to
redeem or purchase Debt 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 in the currency at which, the
currency or currency units in which, and the terms and conditions upon which
Debt Securities of the series shall be redeemed or purchased, in whole or in
part, pursuant to such obligation;


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


(9)  the application, if any, of Section 13.02;


(10)  if other than Dollars, the currencies in
which payments of interest or principal of (and premium, if any, with respect
to) the Debt Securities of the series are to be made;


(11)  if the interest on or principal of (or
premium, if any, with respect to) the Debt Securities of the series are to be
payable, at the election of the Company or a Holder thereof or otherwise, in a
currency other than that in which such Debt Securities are payable, the period
or periods within which, and the other terms and conditions upon which, such
election may



 16














 


be made, and the time and manner of determining the
exchange rate between the currency in such Debt Securities are denominated or
stated to be payable and the currency in which such Debt Securities or any of
them are to be so payable;


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


(13)  the extent to which any Debt Securities will
be issuable in permanent global form, the manner in which any payments on a
permanent global Debt Security will be made, and the appointment of any
Depository relating thereto;


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


(15)  if any of the Debt Securities of such series
are to be issuable upon the exercise of warrants, this shall be so established
as well as the time, manner and place for such Debt Securities to be
authenticated and delivered; and


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


All
Debt Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to such
Board Resolution and set forth in such Officers’ Certificate or in any such
indenture supplemental hereto.


SECTION
3.02.  Denominations.  The Debt Securities of each series shall be
issuable in registered form without coupons in such denominations as shall be
specified as contemplated in Section 3.01. 
In the absence of any specification with respect to the Debt Securities
of any series, the Debt Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof, which may be in
Dollars or any Foreign Currency.


SECTION
3.03.  Payment
of Principal and Interest. 
The principal of, premium, if any, and interest on the Debt Securities
shall be payable at the office or agency of the Company designated for that
purpose in the Place of Payment, as provided in Section 5.02; provided, however,
that interest may be payable at the option of the Company by check mailed to



 17
 






 



the address of the
Person entitled thereto as such address shall appear on the Debt Security
Register on the Regular Record Date for such interest payment.


SECTION
3.04.  Execution
of Debt Securities.  The Debt
Securities shall be executed manually or by facsimile in the name and on behalf
of the Company by its Chairman of the Board of Directors, its President, one of
its Vice Presidents or its Treasurer and by its Secretary or one of its
Assistant Secretaries.  Only such Debt
Securities as shall bear thereon a certificate of authentication substantially
in the form hereinbefore recited, manually executed by the Trustee, shall be
entitled to the benefits of this Indenture or be valid or become obligatory for
any purpose.  Such certificate by the
Trustee upon any Debt Security executed by the Company shall be conclusive
evidence that the Debt Security so authenticated has been duly authenticated
and delivered hereunder and that the Holder is entitled to the benefits of this
Indenture.


In
case any officer of the Company who shall have executed any of the Debt
Securities shall cease to be such officer before the Debt Securities so
executed shall have been authenticated and delivered by the Trustee, or
disposed of by the Company, such Debt Securities nevertheless shall be valid
and binding and may be authenticated and delivered or disposed of as though the
Person who executed such Debt Securities had not ceased to be such officer of
the Company; and any Debt Securities may be executed on behalf of the Company
by such Persons as, at the actual date of the execution of such Debt Security,
shall be the proper officers of the Company, although at the date of such Debt
Security or of the execution of this Indenture any such Person was not such an
officer.


At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Debt Securities of any series, properly created in
accordance with Section 3.01 and executed by the Company, to the Trustee for
authentication; and the Trustee shall authenticate and deliver such Debt
Securities upon Company Order.  In the
event that any other Person performs the Trustee’s duties as Authenticating
Agent pursuant to a duly executed agreement, the Company shall notify the
Trustee in writing of the issuance of any Debt Securities hereunder, such
notice to be delivered in accordance with the provisions of Section 15.03 on
the date such Debt Securities are delivered by the Company for authentication
to such other Person.


Prior
to any such authentication and delivery, the Trustee shall be entitled to
receive, and shall be fully protected in relying upon, in addition to the
Opinion of Counsel to be furnished to the Trustee pursuant to Section 15.05 and
the Officers’ Certificate relating to the issuance of any series of Debt
Securities pursuant to Sections 15.05 and 3.01, Opinions of Counsel stating
that:


(1)  all instruments furnished to the Trustee
conform to the requirements of this Indenture and constitute sufficient
authority hereunder for the Trustee to authenticate and deliver such Debt
Securities;


(2)  all laws and requirements with respect to the
form and execution by the Company of the supplemental indenture, if any, have
been complied with, the execution and delivery of the supplemental indenture,
if any, will



 18
 






 



not violate the terms of this Indenture, the
supplemental indenture has been duly qualified under the Trust Indenture Act of
1939, the Company has legal power to execute and deliver any such supplemental
indenture and has taken all necessary entity action for those purposes and any
such supplemental indenture has been executed and delivered and constitutes the
legal, valid and binding obligation of the Company enforceable in accordance
with its terms (subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws affecting
creditors’ rights generally from time to time in effect);


(3)  the form and terms of such Debt Securities
have been established in conformity with the provisions of this Indenture;


(4)  all laws and requirements with respect to the
execution and delivery by the Company of such Debt Securities have been
complied with, the authentication and delivery of the Debt Securities by the
Trustee will not violate the terms of this Indenture, the Company has the legal
power to issue such Debt Securities and such Debt Securities, assuming due
authentication and delivery by the Trustee, constitute legal, valid and binding
obligations of the Company in accordance with their terms and are entitled to
the benefits of this Indenture, equally and ratably with all other Outstanding
Debt Securities, if any, of such series; and


(5)  such other matters as the Trustee may
reasonably request.


The
Trustee shall not be required to authenticate such Debt Securities if the issue
thereof will adversely affect the Trustee’s own rights, duties or immunities
under the Debt Securities and this Indenture or otherwise in a manner which is
not reasonably acceptable to the Trustee or such action would expose the
Trustee to personal liability to existing Holders.


Unless
otherwise provided in the form of Debt Security for any series, all Debt
Securities shall be dated the date of their authentication.


No
Debt Security shall be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose, unless there appears on such Debt Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any Debt
Security shall be conclusive evidence, and the only evidence, that such Debt
Security has been duly authenticated and delivered hereunder.


SECTION
3.05.  Temporary
Debt Securities.  Pending the
preparation of definitive Debt Securities of any series, the Company may
execute, and upon receipt of the documents required by Sections 2.02, 3.01 and
3.04, together with a Company Order, the Trustee shall authenticate and
deliver, such temporary Debt Securities which may be printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized
denominations, substantially of the tenor of such definitive Debt Securities in
lieu of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as



 19
 






 



the officers
executing such temporary Debt Securities may determine, as evidenced by their
execution of such temporary Debt Securities.


If
temporary Debt Securities of any series are issued, the Company will cause
definitive Debt Securities of such series to be prepared without unreasonable
delay.  After the preparation of
definitive Debt Securities of any series, the temporary Debt Securities of such
series shall be exchangeable for definitive Debt Securities of such series,
upon surrender of the temporary Debt Securities of such series at any office or
agency maintained by the Company for such purposes as provided in Section 5.02,
without charge to the Holder.  Upon
surrender for cancellation of any one or more temporary Debt Securities of any
series, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefore a like principal amount of definitive Debt
Securities of such series having the same interest rate and Stated Maturity and
bearing interest from the same date of any authorized denominations.  Until so exchanged the temporary Debt
Securities of such series shall in all respects be entitled to the same
benefits under this Indenture as definitive Debt Securities of such series.


SECTION
3.06.  Exchange
and Registration of Transfer of Debt Securities.  Debt Securities may be exchanged for a like
aggregate principal amount of Debt Securities of such series that are of other
authorized denominations.  Debt Securities
to be exchanged shall be surrendered at any office or agency to be maintained
for such purpose by the Company, as provided in Section 5.02, and the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefore the Debt Security or Debt Securities of authorized denominations
which the Debt Security Holder making the exchange shall be entitled to
receive.  Each agent of the Company
appointed pursuant to Section 5.02 as a person authorized to register and
register transfer of Debt Securities is sometimes herein referred to as a “Debt
Security registrar.”


The
Company shall keep, at each such office or agency of the Company maintained for
such purpose, as provided in Section 5.02, a register for each series of Debt
Securities hereunder (the registers of all Debt Security registrars being
herein sometimes collectively referred to as the “Debt Security Register”) in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Debt Securities and shall register the
transfer of Debt Securities as in this Article Three provided.  At all reasonable times, such Debt Security
Register shall be open for inspection by the Trustee and any Debt Security
registrar other than the Trustee.  Upon
due presentment for registration of transfer of any Debt Security at any such
office or agency, the Company shall execute and register and the Trustee shall
authenticate and deliver in the name of the transferee or transferees a new
Debt Security or Debt Securities of authorized denominations for an equal
aggregate principal amount.  Registration
or registration of transfer of any Debt Security by any Debt Security registrar
in the registry books maintained by such Debt Security registrar, and delivery
of such Debt Security, duly authenticated, shall be deemed to complete the
registration or registration of transfer of such Debt Security.


The
Company will at all times designate one Person (who may be the Company and who
need not be a Debt Security registrar) to act as repository of a master list of



 20
 






 



names and
addresses of Holders of the Debt Securities. 
The Trustee shall act as such repository unless and until some other
Person is, by written notice from the Company to the Trustee and each Debt
Security registrar, designated by the Company to act as such.  The Company shall cause each Debt Security
registrar to furnish to such repository, on a current basis, such information
as such repository may reasonably request as to registrations, transfers, exchanges
and other transactions effected by such registrar, as may be necessary or
advisable to enable such repository to maintain such master list on as current
a basis as is reasonably practicable.


No
Person shall at any time be appointed as or act as a Debt Security registrar
unless such Person is at such time empowered under applicable law to act as
such and duly registered to act as such under and to the extent required by
applicable law and regulations.


All
Debt Securities presented to a Debt Security registrar for registration of
transfer shall be duly endorsed by, or be accompanied by a written instrument
or instruments of transfer in form satisfactory to the Company and such Debt
Security registrar duly executed by, the registered Holder or his attorney duly
authorized in writing.


No
service charge shall be made for any exchange or registration of transfer of
Debt 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
therewith.


The
Company shall not be required to issue, exchange or register a transfer of (a)
any Debt Securities of any series for a period of 15 days next preceding the
mailing of a notice of redemption of Debt Securities of such series and ending
at the close of business on the day of the mailing of a notice of redemption of
Debt Securities of such series so selected for redemption, or (b) any Debt
Securities selected, called or being called for redemption except, in the case
of any Debt Security to be redeemed in part, the portion thereof not so to be
redeemed.


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


None
of the Trustee, any agent of the Trustee, any paying agent or the Company 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 Debt
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.


SECTION
3.07.  Mutilated,
Destroyed, Lost or Stolen Debt Securities.  In case any temporary or definitive Debt
Security shall become mutilated or be destroyed, lost or stolen, the Company in
its discretion may execute, and upon its request the Trustee shall authenticate
and deliver, a new Debt Security, bearing a number, letter or other
distinguishing mark not contemporaneously Outstanding, in exchange and
substitution for the mutilated Debt Security, or in lieu of and in substitution
for the Debt Security so destroyed, lost or stolen.  In every case the applicant for a substituted
Debt Security shall furnish to the Company and to the



 21
 






 



Trustee such
security or indemnity as may be required by them to save each of them harmless,
and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Company and to the Trustee evidence to their satisfaction of the
destruction, loss or theft, of such Debt Security and of the ownership thereof.


In the
absence of notice to the Trustee or the Company that such Debt Security has
been acquired by a bona fide purchaser, the Trustee shall authenticate any such
substituted Debt Security and deliver the same upon any Company Request.  Upon the issuance of any substituted Debt
Security, 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 connected therewith. 
In case any Debt Security which has matured or is about to mature shall
become mutilated or be destroyed, lost or stolen, the Company may, instead of
issuing a substituted Debt Security, pay or authorize the payment of the same
(without surrender thereof except in the case of a mutilated Debt Security) if
the applicant for such payment shall furnish to the Company and to the Trustee such
security or indemnity as may be required by them to save each of them harmless
and, in case of destruction, loss or theft, evidence satisfactory to the
Company and to the Trustee of the destruction, loss or theft of such Debt
Security and of the ownership thereof.


Every
substituted Debt Security issued pursuant to the provisions of this Section
3.07 by virtue of the fact that any Debt Security is destroyed, lost or stolen
shall constitute an additional contractual obligation of the Company, whether
or not the destroyed, lost or stolen Debt Security shall be found at any time,
and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Debt Securities duly issued hereunder.  All Debt Securities shall be held and owned
upon the express condition that the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Debt Securities and shall preclude (to the extent permitted by law) any and all
other rights or remedies with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.


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


Unless
otherwise stated in the form of Debt Security of a series, interest on the Debt
Securities of any series shall be computed on the basis of a 360 day year
comprised of twelve 30 day months.


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



 22
 






 



(1)  The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names any such Debt Securities (or
their respective Predecessor Debt Securities) are registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest,
which shall be fixed in the following manner. 
The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Debt Security and the date of
the proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as in this clause provided.  Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more
than 15 days and not less than 10 days prior to the date of the proposed payment
and not less than 10 days after the receipt by the Trustee of the notice of the
proposed payment.  The Trustee shall
promptly notify the Company of such Special Record Date and, in the name and at
the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefore to be mailed,
first-class postage prepaid, to each Holder of such Debt Securities, at his
address as it appears in the Debt 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 therefore having been mailed as aforesaid, such Defaulted
Interest shall be paid to the Persons in whose names such Debt Securities (or
their respective Predecessor Debt Securities) are registered on such Special
Record Date and shall no longer be payable pursuant to the following Clause
(2).


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


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


SECTION
3.09.  Persons
Deemed Owners.  The Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name any Debt



 23
 






 



Security is
registered as the owner of such Debt Security for the purpose of receiving
payment of principal of, premium, if any, and (subject to Section 3.08)
interest on, such Debt Security and for all other purposes whatsoever whether
or not such Debt 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.


SECTION
3.10.  Cancellation
of Debt Securities Paid, etc. 
All Debt Securities surrendered for the purpose of payment, redemption,
exchange or registration of transfer or delivered in satisfaction in whole or
in part of any sinking fund obligation shall, if surrendered to the Company or
any agent of the Trustee or the Company under this Indenture, be delivered to
the Trustee and promptly cancelled by it, or, if surrendered to the Trustee,
shall be promptly cancelled by it, and no Debt Securities shall be issued in
lieu thereof except as expressly permitted by any of the provisions of this
Indenture.  The Trustee shall dispose of
cancelled Debt Securities in accordance with a Company Order.


SECTION
3.11.  Currency
and Manner of Payments.  (a)
With respect to Debt Securities denominated in Dollars or a Foreign Currency,
the following payment provisions shall apply:


(1)  Except as provided in subparagraph (a)(2) or
in paragraph (c) of this Section 3.11, payment of principal of and premium, if
any, on any Debt Securities will be made at the offices established pursuant to
Section 5.02 by delivery of a check in the currency in which the Debt Security
is denominated on the payment date against surrender of such Debt Security, and
any interest on any Debt Security will be paid at such office by mailing a
check in the currency in which the Debt Securities were issued to the Person
entitled thereto at the address of such Person appearing on the Debt Security
Register.


(2)  Payment of the principal of and premiums, if
any, and interest on such Debt 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.


(b)                                 Not
later than the fourth Business Day after the Regular Record Date for such
Interest Payment Date, the paying agent will deliver to the Company a written
notice specifying, in the currency in which each series of the Debt Securities
are denominated, the respective aggregate amounts of principal of and premium,
if any, and interest on the Debt Securities to be made on such payment date,
specifying the amounts so payable in respect of the Debt Securities.  The failure of the paying agent to deliver
such notice shall not relieve the Company from its obligation to make all
payments with respect to any Debt Security when due.


(c)                                  If
the Foreign Currency in which any of the Debt Securities are denominated 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, then with respect to each date for the payment
of Foreign Currency



 24
 






 



occurring after
the last date on which the Foreign Currency was so used (the “Conversion Date”),
the Dollar shall be the currency of payment for use on each such Interest
Payment Date.  The Dollar amount to be
paid by the Company to the Trustee and by the Trustee or any paying agent to
the Holder of such Debt Securities with respect to such payment date shall be
the Dollar Equivalent of the Foreign Currency as determined by the Currency
Determination Agent as of the Regular Record Date (the “Valuation Date”) in the
manner provided in paragraph (d).


(d)                                 The
“Dollar Equivalent of the Foreign Currency” shall be determined by the Currency
Determination Agent as of each Valuation Date and shall be obtained by
converting the specified Foreign Currency into Dollars at the Market Exchange
Rate on the Valuation Date.


(e)                                  The
“Market Exchange Rate” shall mean, for any currency, the highest firm bid
quotation for Dollars received by the Currency Determination Agent at
approximately 11:00 a.m., New York City time, on the second Business Day
preceding the applicable payment date (or, if no such rate is quoted on such
date, the last date on which such rate was quoted), from three recognized
foreign exchange dealers in the City of New York selected by the Currency
Determination Agent and approved by the Company (one of which may be the
Currency Determination Agent) for the purchase by the quoting dealer, for
settlement on such payment date, of the aggregate amount of such currency payable
on such payment in respect of all Debt Securities denominated in such currency.


All
decisions and determinations of the Currency Determination Agent regarding the
Dollar Equivalent of the Foreign Currency 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 Debt Securities.  In the
event that the 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 15.03 to the Holders) specifying the Conversion Date.


The
Trustee shall be fully justified and protected in relying on and acting upon
the information so received by it from the Company or the Currency
Determination Agent and shall not otherwise have any duty or obligation to
determine such information independently.


If the
principal of (and premium, if any) and interest on any Debt Securities is
payable in a Foreign Currency and such Foreign Currency is not available for
payment due to the imposition of exchange controls or other circumstances
beyond the control of the Company, then the Company shall be entitled to
satisfy its obligations to Holders under this Indenture by making such payment
in Dollars on the basis of the Market Exchange Rate for such Foreign Currency
on the latest date for which such rate was established on or before the date on
which payment is due.  Any payment made
pursuant to this Section 3.11 in Dollars where the required payment is in a
Foreign Currency shall not constitute a default under this Indenture.



 25
 






 



ARTICLE FOUR.

Redemption of Debt Securities; Sinking Funds.


SECTION
4.01.  Applicability
of Article.  The Company may
reserve the right to redeem and pay before Stated Maturity all or any part of
the Debt Securities of any series, either by optional redemption, sinking fund
(mandatory or optional) or otherwise, by provision therefor in the form of Debt
Security for such series on such terms as are specified in such form or the
Board Resolution or Officers’ Certificate delivered pursuant to Section 3.01 or
the indenture supplemental hereto as provided in Section 3.01 with respect to
Debt Securities of such series. 
Redemption of Debt Securities of any series shall be made in accordance
with the terms of such Debt Securities and, to the extent that this Article
does not conflict with such terms, in accordance with this Article.


SECTION
4.02.  Notice
of Redemption; Selection of Debt Securities.  In case the Company shall desire to exercise
the right to redeem all, or, as the case may be, any part of a series of Debt
Securities pursuant to Section 4.01, the Company shall fix a date for
redemption and the Company, or, at the Company’s request, the Trustee in the
name of and at the expense of the Company, shall mail a notice of such
redemption at least 30 and not more than 60 days prior to the date fixed for
redemption to the Holders of Debt Securities so to be redeemed as a whole or in
part at their last addresses as the same appear on the Debt Securities
Register.  Such mailing shall be by first
class mail.  The notice if mailed in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not the Holder receives such notice. 
In any case, failure to give such notice by mail or any defect in the
notice to the Holder of any Debt Security designated for redemption as a whole
or in part shall not affect the validity of the proceedings for the redemption
of any other Debt Security.


Notice
of redemption shall be given in the name of the Company and shall specify the
date fixed for redemption, the Redemption Price at which Debt Securities of any
series are to be redeemed, the place of payment (which shall be at the offices
or agencies to be maintained by the Company pursuant to Section 5.02), that
payment of the Redemption Price will be made upon presentation and surrender of
such Debt Securities, that interest accrued to the date fixed for redemption
will be paid as specified in said notice, that on and after said date interest
thereon or on the portions thereof to be redeemed will cease to accrue, and the
Section of this Indenture pursuant to which Debt Securities will be
redeemed.  In case less than all Debt
Securities of any series are to be redeemed, the notice of redemption shall
also identify the particular Debt Securities to be redeemed as a whole or in
part and shall state that the redemption is for the sinking fund, if such is
the case.  In case any Debt Security is
to be redeemed in part only, the notice of redemption shall state the portion
of the principal amount thereof to be redeemed and shall state that on and
after the date fixed for redemption, upon surrender of such Debt Security, a
new Debt Security or Debt Securities of such series in aggregate principal
amount equal to the unredeemed portion thereof will be issued without charge to
the Holder.


If
less than all the Debt Securities of any series are to be redeemed, the Company
shall give the Trustee notice, at least 45 days (or such shorter period
acceptable to the Trustee) in advance of the date fixed for redemption, as to
the aggregate principal amount of



 26
 






 



Debt Securities to
be redeemed.  Debt Securities may be
redeemed in part in multiples equal to the minimum authorized denomination for
Debt Securities of such series or any multiple thereof.  Thereupon the Trustee shall select, in such
manner as in its sole discretion it shall deem appropriate and fair, the Debt
Securities or portions thereof to be redeemed, and shall as promptly as
practicable notify the Company of the Debt Securities or portions thereof so
selected.  For all purposes of this
Indenture, unless the context otherwise requires, all provisions relating to
the redemption of Debt Securities of any series shall relate, in the case of
any Debt Security redeemed or to be redeemed only in part, to the portion of
the principal amount of such Debt Security which has been or is to be redeemed.


On or
prior to the date fixed for redemption specified in the notice of redemption given
as provided in this Section 4.02, the Company will deposit with the Trustee or
with the paying agent an amount of money in the currency in which the Debt
Securities of such series are payable sufficient to redeem on the date fixed
for redemption all the Debt Securities so called for redemption at the
appropriate Redemption Price, together with accrued interest to the date fixed
for redemption.


The
Trustee shall not mail any notice of redemption of any series of Debt
Securities during the continuation of any default in payment of interest on any
series of Debt Securities when due or of any Event of Default, except that
where notice of redemption with respect to any series of Debt Securities shall
have been mailed prior to the occurrence of such default or Event of Default,
the Trustee shall redeem such Debt Securities provided funds are deposited with
it for such purpose.


SECTION
4.03.  Payment
of Debt Securities Called for Redemption.  If notice of redemption has been given as
herein provided, the Debt Securities or portions of Debt Securities with
respect to which such notice has been given 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 to the date fixed for redemption, and on and
after said date (unless the Company shall default in the payment of such Debt
Securities or portions thereof at the Redemption Price, together with interest
accrued to said date) interest on the Debt Securities or portions of Debt Securities
so called for redemption shall cease to accrue, and such Debt Securities and
portions of Debt 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 to the date
fixed for redemption.  On presentation
and surrender of such Debt Securities at the place of payment in said notice
specified, the said Debt Securities or the specified portions thereof shall be
paid and redeemed by the Company at the applicable Redemption Price, together
with interest accrued thereon to the date fixed for redemption; provided, however, that any installments
of interest becoming due on the date fixed for redemption shall be payable to
the Holders of such Debt Securities, or one or more previous Debt Securities
evidencing all or a portion of the same debt as that evidenced by such
particular Debt Securities, registered as such on the relevant record dates
according to their terms and the provisions of Section 3.08.



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Upon
presentation and surrender of any Debt Security redeemed in part only, with, if
the Company or the Trustee so required, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing, the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder thereof, at the expense of the Company, a new Debt Security or Debt Securities
of the same series having the same interest rate and Stated Maturity and
bearing interest from the same date, of any authorized denominations as
requested by such Holder, in aggregate principal amount equal to the unredeemed
portion of the Debt Security so presented and surrendered.


SECTION
4.04.  Exclusion
of Certain Securities from Eligibility for Selection for Redemption.  Debt Securities shall be excluded from
eligibility for selection for redemption if they are identified by registration
and certificate number in a written statement signed by an authorized officer
of the Company and delivered to the Trustee at least 45 days prior to the last
date on which notice of redemption may be given as being owned of record and
beneficially by, and not pledged or hypothecated by, either (a) the Company or
(b) an entity specifically identified in such written statement directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company.


SECTION
4.05.  Provisions
with Respect to any Sinking Funds. 
Unless the form or terms of any series of Debt Securities shall provide
otherwise, in lieu of making all or any part of any mandatory sinking fund
payment with respect to such series of Debt Securities in cash, the Company may
at its option (1) deliver to the Trustee for cancellation any Debt Securities
of such series theretofore acquired by the Company, or (2) receive credit for
any Debt Securities of such series (not previously so credited) acquired by the
Company and theretofore delivered to the Trustee for cancellation.  Debt Securities so delivered or credited
shall be credited at the applicable sinking fund Redemption Price with respect
to the Debt Securities of such series.


On or
before the 45th day next preceding each sinking fund Redemption Date, the
Company will deliver to the Trustee a certificate signed by the Chief Financial
Officer, any Vice President, the Treasurer or any Assistant Treasurer of the
Company specifying (i) the portion of the mandatory sinking fund payment to be
satisfied by deposit of cash in the currency in which the Debt Securities of
such series are payable, by delivery of Debt Securities theretofore purchased
or otherwise acquired by the Company (which Debt Securities shall accompany
such certificate) and by credit for Debt Securities acquired by the Company and
theretofore delivered to the Trustee for cancellation redeemed by the Company
and stating that the credit to be applied has not theretofore been so applied
or applied in lieu of retiring Funded Debt pursuant to Section 5.06 and (ii)
whether the Company intends to exercise its right, if any, to make an optional
sinking fund payment, and, if so, the amount thereof.  Such certificate shall also state that no
Event of Default has occurred and is continuing.  Such certificate shall be irrevocable and
upon its delivery the Company shall be obligated to make the payment or
payments therein referred to, if any, on or before the next succeeding sinking
fund payment date.  In case of the
failure of the Company on or before the 45th day next preceding each sinking
fund Redemption Date to deliver such certificate (or to deliver the Debt
Securities specified in this paragraph), the sinking



 28
 






 



fund payment due
on the next succeeding sinking fund payment date shall be paid entirely in cash
(in the currency described above) and shall be sufficient to redeem the
principal amount of Debt Securities as a mandatory sinking fund payment,
without the option to deliver or credit Debt Securities as provided in the first
paragraph of this Section 4.05 and without the right to make an optional
sinking fund payment as provided herein.


If the
sinking fund payment or payments (mandatory or optional) with respect to any
series of Debt Securities made in cash (in the currency described above) shall
exceed the minimum authorized denomination set forth in an Officers’
Certificate pursuant to Section 3.01 or the equivalent in the currency in which
the Debt Securities of such series are payable (or a lesser sum if the Company
shall so request), unless otherwise provided by the terms of such series of
Debt Securities, said cash shall be applied by the Trustee on the sinking fund
Redemption Date with respect to Debt Securities of such series at the
applicable sinking fund Redemption Price with respect to Debt Securities of
such series, together with accrued interest, if any, to the date fixed for
redemption, with the effect provided in Section 4.03.  The Trustee shall select, in the manner provided
in Section 4.02, for redemption on such sinking fund Redemption Date a
sufficient principal amount of Debt Securities of such series to utilize said
cash and shall thereupon cause notice of redemption of the Debt Securities of
such series for the sinking fund to be given in the manner provided in Section
4.02 (and with the effect provided in Section 4.03) for the redemption of Debt
Securities in part at the option of the Company.  Debt Securities of any series which are
identified by registration and certificate number in an Officers’ Certificate
at least 45 days prior to the sinking fund Redemption Date as being
beneficially owned by, and not pledged or hypothecated by, the Company or an
entity directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company shall be excluded from Debt Securities
of such series eligible for selection for redemption.  Any sinking fund moneys not so applied or
allocated by the Trustee to the redemption of Debt Securities of such series
shall be added to the next cash sinking fund payment with respect to Debt
Securities of such series received by the Trustee and, together with such
payment, shall be applied in accordance with the provisions of this Section
4.05.  Any and all sinking fund moneys
with respect to Debt Securities of any series held by the Trustee at the
maturity of Debt Securities of such series, and not held for the payment or
redemption of particular Debt Securities of such series, shall be applied by
the Trustee, together with other moneys, if necessary, to be deposited
sufficient for the purpose, to the payment of the principal of the Debt
Securities of such series at maturity.


The
Trustee shall not convert any currency in which the Debt Securities of such
series are payable for the purposes of such sinking fund application unless a
Company Request is made, and any such conversion agreed to by the Trustee in
response to such request shall be for the account and at the expense of the
Company and shall not affect the Company’s obligation to pay the Holders in the
currency to which such Holders are entitled.


On or
before each sinking fund Redemption Date provided with respect to Debt
Securities of any series, the Company shall pay to the Trustee in cash in the
currency described above a sum equal to all accrued interest, if any, to the
date fixed for redemption on



 29
 






 



Debt Securities to
be redeemed on such sinking fund Redemption Date pursuant to this Section 4.05.


ARTICLE FIVE.


Particular Covenants of
the Company.


SECTION
5.01.  Payment
of Principal, Premium and Interest. 
The Company will duly and punctually pay or cause to be paid (in the
currency in which the Debt Securities of such series are payable) the principal
of and premium, if any, and interest on each of the Debt Securities at the
place (subject to Section 3.03), at the respective times and in the manner
provided in each series of Debt Securities and in this Indenture.


SECTION
5.02.  Offices
for Notices and Payments, etc. 
(a) So long as the Debt Securities of any series remain Outstanding, the
Company will maintain at the Place of Payment, an office or agency where the
Debt Securities may be presented for payment, an office or agency where the
Debt Securities may be presented for registration of transfer and for exchange
as in this Indenture provided, and an office or agency where notices and
demands to or upon the Company in respect of the Debt Securities or of this
Indenture may be served and shall give the Trustee written notice thereof and
any changes in the location thereof.  In
case the Company shall at any time fail to maintain any such office or agency,
or shall fail to give notice to the Trustee of any change in the location
thereof, presentation and demand may be made and notice may be served in
respect of the Debt Securities or of this Indenture at said office of the
Trustee.


(b)                                 In
addition to the office or agency maintained by the Company pursuant to Section
5.02(a), the Company may from time to time designate one or more other offices
or agencies where the Debt Securities may be presented for payment and
presented for registration of transfer and for exchange in the manner provided
in this Indenture, and the Company may from time to time rescind such
designations, as the Company may deem desirable or expedient; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain such office and agency at the Place of Payment, for the
purposes abovementioned.  The Company
will give to the Trustee prompt written notice of (i) any such designation or
rescission thereof, and (ii) the location of any such office or agency outside
the Place of Payment and of any change of location thereof.


SECTION
5.03.  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 8.10, a Trustee, so that there shall at all times be a Trustee
hereunder.


SECTION
5.04.  Provisions
as to Paying Agent.  (a)
(1)  Whenever the Company shall have one
or more paying agents for any series of Debt Securities other than the Trustee,
it will, on or before each due date of the principal of (and premium, if any)
or interest on any Debt Securities of such series, deposit with a paying agent
a sum sufficient to pay such amount becoming due, such sum to be held as
provided by the Trust Indenture Act of 1939, and



 30
 






 



(unless such
paying agent is the Trustee) the Company will promptly notify the Trustee of
its action or failure so to act.


(2)  The Company will cause each paying agent other
than the Trustee to execute and deliver to the Trustee an instrument in which
such paying agent shall agree with the Trustee, subject to the provisions of
this Section, that such paying agent will: 
(i) comply with the provisions of the Trust Indenture Act of 1939
applicable to it as a paying agent and (ii) during the continuance of any
default by the Company (or any other obligor upon any series of Debt
Securities) in the making of any payment in respect of the Debt Securities of
such series, upon the written request of the Trustee, forthwith pay to the
Trustee all sums held in trust by such paying agent as such.


(b)                                 If
the Company shall act as its own paying agent, it will, on or prior to each due
date of the principal of and premium, if any, or interest on Debt Securities of
any series, set aside, segregate and hold in trust for the benefit of the
Holders of such Debt Securities a sum sufficient to pay such principal and
premium, if any, or interest so becoming due and will notify the Trustee of any
failure to take such action and of any failure by the Company (or by any other
obligor on such series of Debt Securities) to make any payment of the principal
of and premium, if any, or interest on the Debt Securities when the same shall
become due and payable.


(c)                                  Anything
in this Section 5.04 to the contrary notwithstanding, the Company may, at any
time, for the purpose of obtaining a satisfaction and discharge of this
Indenture with respect to any or all series of Debt Securities then
Outstanding, or for any other reason, pay or cause to be paid to the Trustee
all sums held in trust by the Company, or any paying agent hereunder, as
required by this Section 5.04, such sums to be held by the Trustee upon the
trusts herein contained.


(d)                                 Anything
in this Section 5.04 to the contrary notwithstanding, the agreement to hold
sums in trust provided in this Section 5.04 is subject to Section 13.04.


SECTION 5.05.  Limitation on Secured Debt.


(a)                                  So
long as the Debt Securities shall remain Outstanding, the Company will not at
any time create, assume or guarantee, and will not cause, suffer or permit a
Restricted Subsidiary to create, assume or guarantee, any Secured Debt without
making effective provision (and the Company covenants that in such case it will
make or cause to be made effective provision) whereby the Debt Securities then
Outstanding subject to applicable priorities of payment shall be secured by
such Security Interest equally and ratably with any and all other obligations
and indebtedness which shall be so secured; provided, however, that the foregoing covenants shall not be
applicable to the following:


(1)  (a) any
Security Interest on any property hereafter acquired or constructed by the
Company or a Restricted Subsidiary to secure or provide for the payment of all
or any part of the purchase price or



 31
 






 



construction cost of such property, including, but not
limited to, any indebtedness incurred by the Company or a Restricted Subsidiary
prior to, at the time of, or within 180 days after the later of the
acquisition, the completion of construction (including any improvements on an
existing property) or the commencement of commercial operation of such
property, which indebtedness is incurred for the purpose of financing all or
any part of the purchase price thereof or construction or improvements thereon;
or (b) the acquisition of property subject to any Security Interest upon
such property existing at the time of acquisition thereof, whether or not
assumed by the Company or such Restricted Subsidiary; or (c) any Security
Interest existing on the property or on the outstanding shares of capital stock
or indebtedness of a Person at the time such Person shall become a Restricted
Subsidiary; or (d) a Security Interest on property or shares of capital
stock or indebtedness of a Person existing at the time such Person is merged
into or consolidated with the Company or a Restricted Subsidiary or at the time
of a sale, lease or other disposition of the properties of a Person or firm as
an entirety or substantially as an entirety to the Company or a Restricted
Subsidiary, provided, however,
that no such Security Interest shall extend to any other Principal Property of
the Company or such Restricted Subsidiary prior to such acquisition or to any
other Principal Property thereafter acquired other than additions to such
acquired property;


(2)  Security
Interests in property of the Company or a Restricted Subsidiary in favor of the
United States of America or any State thereof, or any department, agency or
instrumentality or political subdivision of the United States of America or any
State thereof, or in favor of any other country, or any department, agency or
instrumentality or political subdivision thereof (including, without
limitation, Security Interests to secure indebtedness of the pollution control
or industrial revenue bond type), in order to permit the Company or a
Restricted Subsidiary to perform any contract or subcontract made by it with or
at the request of any of the foregoing, or to secure partial, progress, advance
or other payments pursuant to any contract or statute or to secure any
indebtedness incurred for the purpose of financing all or any part of the
purchase price or the cost of constructing or improving the property subject to
such Security Interests;


(3)  Any Security Interest on any property or
assets of any Restricted Subsidiary to secure indebtedness owing by it to the
Company or to a Restricted Subsidiary;


(4)  Any Security Interest on any property or
assets of the Company to secure indebtedness owing by it to any Restricted
Subsidiary;



 32














 


(5)  Mechanics’, materialmen’s, carriers’ or other
like liens arising in the ordinary course of business (including construction
of facilities) in respect of obligations which are not due or which are being
contested in good faith;


(6)  Any Security Interest arising by reason of
deposits with, or the giving of any form of security to, any governmental
agency or any body created or approved by law or governmental regulations,
which is required by law or governmental regulation as a condition to the
transaction of any business, or the exercise of any privilege, franchise or
license and any Security Interest to secure public or statutory obligations;


(7)  Security Interests for taxes, assessments or
governmental charges or levies not yet delinquent, or the Security Interests
for taxes, assessments or government charges or levies already delinquent but
the validity of which is being contested in good faith;


(8)  Security Interests (including judgment liens)
arising in connection with legal proceedings so long as such proceedings are
being contested in good faith and, in the case of judgment liens, execution
thereon is stayed;


(9)  Landlords’ liens on fixtures located on
premises leased by the Company or a Restricted Subsidiary in the ordinary
course of business;


(10)  Security Interests in connection with a
Permitted Receivables Financing; or


(11)  Any extension, renewal or replacement (or
successive extensions, renewals or replacements) in whole or in part of any
Security Interest permitted by subsection (a) of this Section 5.05.


(b)           Notwithstanding the provisions of
subsection (a) of this Section 5.05, the Company and any one or more
Restricted Subsidiaries may without securing the Debt Securities issue, assume
or guarantee Secured Debt which would otherwise be subject to the foregoing
restrictions in an aggregate amount which, together with all other Secured Debt
of the Company and its Restricted Subsidiaries which would otherwise be subject
to the foregoing restrictions (not including Secured Debt permitted to be
secured under subsection (a) above) and the aggregate value of the Sale
and Leaseback Transactions (as defined in Section 5.06) in existence at
such time (not including Sale and Leaseback Transactions the proceeds of which
have been or will be applied in accordance with Section 5.06(b)), does not
exceed 10% of Consolidated Shareholders’ Equity, determined as of a date not
more than 90 days prior thereto.


(c)           In the event that the Company shall
hereafter secure the Debt Securities of each series equally and ratably with
any other obligation or indebtedness pursuant to the provisions of this
Section 5.05, the Trustee is hereby authorized to enter into an indenture



 33
 






 



or agreement
supplemental hereto and to take such action, if any, as it may deem advisable
to enable it to enforce effectively the rights of the Holders of the Debt
Securities so secured, equally and ratably with such other obligation or
indebtedness.


SECTION
5.06.  Sale
and Leaseback Transactions. 
So long as the Debt Securities shall remain Outstanding, the Company
will not, and will not permit any Restricted Subsidiary to, sell or transfer
(except to the Company or one or more Restricted Subsidiaries, or both) any
Principal Property owned by it and in full operation for more than 180 days
with the intention of taking back a lease on such property (except a lease for
a term of no more than three years entered into with the intent that the use by
the Company or such Restricted Subsidiary of such property will be discontinued
on or before the expiration of such term) (herein referred to as a “Sale and
Leaseback Transaction”) unless either (a) the Company or such Restricted
Subsidiary would be entitled, pursuant to the provisions of Section 5.05
hereof, to incur Secured Debt equal in amount to the amount realized or to be
realized upon such sale or transfer secured by a Security Interest on the
property to be leased without equally and ratably securing the Debt Securities,
or (b) the Company or a Restricted Subsidiary shall apply an amount equal
to the value of the property so leased to the retirement (other than any
mandatory retirement), within 120 days of the effective date of any such
arrangement, of Funded Debt as shown on the most recent consolidated balance
sheet of the Company and which, in the case of such Funded Debt of the Company,
is not subordinate and junior in right of payment to the prior payment of the
Debt Securities; provided, however,
that in lieu of applying all or any part of such amount to such retirement, the
Company may at its option (x) deliver to the Trustee Debt Securities
theretofore purchased or otherwise acquired by the Company, or (y) receive
credit for the Debt Securities theretofore redeemed at its option.  If the Company shall so deliver the Debt
Securities to the Trustee (or receive credit for Debt Securities so delivered),
the amount which the Company shall be required to apply to the retirement of
indebtedness pursuant to this Section 5.06 shall be reduced by an amount
equal to the aggregate principal amount of such Debt Securities.


The
term “value” shall mean, with respect to a Sale and Leaseback Transaction, as
of any particular time, the amount equal to the greater of (i) the
Capitalized Rent with respect thereto, or (ii) the fair value of such
property at the time of entering into such Sale and Leaseback Transaction as
determined by the Board of Directors.


SECTION
5.07.  Restrictions
on Transfer of Principal Property to Unrestricted Subsidiaries.  So long as the Debt Securities of any series
remain Outstanding, the Company will not itself, and will not cause, suffer or
permit any Restricted Subsidiary to, transfer (whether by merger, consolidation
or otherwise) any Principal Property to any Unrestricted Subsidiary, unless it
shall apply, within one year after the effective date of such transaction, or
shall have committed within one year after such effective date to apply, an
amount equal to the fair value of such Principal Property at the time of such
transfer, as determined by the Board of Directors, to (a) the acquisition,
construction, development or improvement of properties or facilities which are,
or, upon, such acquisition, construction, development or improvement will be, a
Principal Property or Principal Properties or a part thereof, (b) the
redemption of Debt Securities of any series in accordance with the provisions
of Article Four and at the Redemption Price referred to in Section 4.02
applicable at the time of



 34
 






 



such redemption or
(c) the repayment of Funded Debt of the Company or of any Restricted
Subsidiary (other than any Funded Debt owed to any Restricted Subsidiary), or
in part to such acquisition, construction, development or improvement and in
part to such redemption and/or repayment; provided that,
in lieu of applying an amount equivalent to all or any part of such fair value
to such redemption, the Company may, within one year after such transfer,
deliver to the Trustee Debt Securities (other than Debt Securities made the
basis of reduction in a mandatory sinking fund payment pursuant to
Section 4.05) for cancellation and thereby reduce the amount to be applied
to the redemption of the Debt Securities of that series pursuant to
clause (b) above by an amount equivalent to the aggregate principal amount
of the Debt Securities so delivered. 
Redemption of Debt Securities pursuant to this Section 5.07 shall
not be used as credits against mandatory sinking fund payments.


SECTION
5.08.  Certificate
to Trustee.  So long as the
Debt Securities of any series remain Outstanding, the Company will deliver to
the Trustee on or before 120 days after the end of each fiscal year an Officers’
Certificate stating that in the course of the performance by the signers of
their duties as officers of the Company, they would normally have knowledge of
any default by the Company in the performance or fulfillment or observance of
any covenants or agreements contained herein during the preceding fiscal year,
stating whether or not they have knowledge of any such default and, if so,
specifying each such default of which the signers have knowledge and the nature
thereof.  The Officers’ Certificate need
not comply with Section 15.05.


SECTION
5.09.  Waivers
of Covenants.  Anything in
this Indenture to the contrary notwithstanding, the Company may fail or omit,
in respect of any series of Debt Securities, and in any particular instance, to
comply with a covenant, agreement or condition contained in Sections 5.02 and
5.04 (other than in 5.04(a)(1) and (2)) to 5.08, inclusive, if the Company
shall have obtained and filed with the Trustee before or after the time for
such compliance the consent in writing of the Holders of more than 50% in
aggregate principal amount of the Debt Securities of the series affected by
such waiver at the time Outstanding, either waiving such compliance in such instance
or generally waiving compliance with such covenant or condition, but no such
waiver shall extend to or affect any obligation not expressly waived nor impair
any right consequent thereon and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
covenant or condition shall remain in full force and effect.


ARTICLE SIX.


Holders’ Lists and
Reports by the Company

and the Trustee.


SECTION
6.01.  Holders’
Lists.  The Company covenants
and agrees that it will furnish or cause to be furnished to the Trustee, not
more than 15 days after each Regular Record Date with respect to the Debt
Securities of any series, and at such other times as the Trustee may request in
writing, within 30 days after receipt by the Company of any such request, a
list in such form as the Trustee may reasonably require of the names and
addresses of the



 35
 






 



Holders of Debt
Securities of such series as of a date not more than 15 days prior to the time
such information is furnished; provided,
however, that no such list with respect to any particular series of
Debt Securities need be furnished at any such time if the Trustee is in
possession thereof by reason of its acting as the Debt Security registrar for
such series designated under Section 3.06 or otherwise.


SECTION
6.02.  Preservation
and Disclosure of Lists.  (a)
The Trustee shall preserve, in as current a form as is reasonably practicable,
all information as to the names and addresses of the Holders of Debt Securities
contained in the most recent list furnished to it as provided in Section 6.01
or received by the Trustee in the capacity of the Debt Security registrar (if
so acting) under Section 3.06.  The
Trustee may destroy any list furnished to it as provided in Section 6.01 upon
receipt of a new list so furnished.


(b)           The rights of Holders to communicate
with other Holders with respect to their rights under this Indenture or under
the Debt Securities of any series or of all Debt Securities, and the
corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act of 1939.


(c)           Every Holder of Debt Securities, by
receiving and holding the same, agrees with the Company and the Trustee that
neither the Company nor the Trustee nor any agent of either of them shall be
held accountable by reason of any disclosure of information as to names and
addresses of Holders made pursuant to the Trust Indenture Act of 1939.


SECTION
6.03.  Reports
by the Company.  The Company
agrees to file with the Trustee and the Commission, and transmit to Holders,
such information, documents and other reports, and such summaries thereof, as
may be required pursuant to the Trust Indenture Act of 1939 at the times and in
the manner provided pursuant to such Act; provided
that any such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, shall be filed with the Trustee within 15 days after the same
is so required to be filed with the Commission.


SECTION
6.04.  Reports
by the Trustee.  (a)  The Trustee shall transmit to Holders such
reports concerning the Trustee and its actions under this Indenture as may be
required pursuant to the Trust Indenture Act of 1939 at the times and in the
manner provided pursuant thereto.  The
interval between transmissions of reports to be transmitted at intervals shall
be twelve months or such shorter time required by the Trust Indenture Act of
1939.  If the Trust Indenture Act of 1939
does not specify the date on which a report is due, the such report shall be
due on May 15 of each year following the first issuance of Debt Securities.


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



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ARTICLE SEVEN.


Remedies of the Trustee
and Holders

on Event of Default.


SECTION
7.01.  Events
of Default.  “Event of Default”,
with respect to any series of Debt Securities, wherever used herein, means any
one of the following events (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body), unless such event is
either inapplicable to a particular series or it is specifically deleted or
modified in the supplemental indenture under which such series of Debt
Securities is issued or in the form of Debt Security for such series:


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


(c)     default in the payment or satisfaction of
any sinking fund payment or analogous obligation, if any, with respect to the
Debt Securities of such series as and when the same shall become due and
payable by the terms of the Debt Securities of such series; or


(d)     failure on the part of the Company duly to
observe or perform any of the covenants, warranties or agreements on the part
of the Company in respect of the Debt Securities of such series in this
Indenture (other than a covenant, warranty or agreement a default in whose
performance or whose breach is elsewhere in this Section specifically dealt
with) continued for a period of 60 days after the date on which written notice
of such failure, specifying such failure and requiring the same to be remedied,
shall have been given to the Company by the Trustee, by registered mail, or to
the Company and the Trustee by the Holders of at least 25% in aggregate
principal amount of the Outstanding Debt Securities of such series; or


(e)     an event of default with respect to any
other series of Debt Securities issued or hereafter issued pursuant to this
Indenture or if default shall be made (and shall not have been cured or waived)
in the payment of principal of or interest on any other obligation for borrowed
money of the Company beyond any period of grace with respect thereto if (i) the
aggregate principal amount (or, in the case of Original Issue Discount Debt
Securities, such portion of the principal amount as may be specified



 37
 






 



in the terms of such indebtedness as due and payable
upon acceleration) of any such obligation in respect of which principal or
interest is and remains in default is in excess of the greater of $50,000,000
or 5% of consolidated total debt and (ii) the default in such payment is not
being contested by the Company in good faith and by appropriate proceedings; provided, however, that subject to the
provisions of Section 7.08 and Section 8.01 the Trustee shall not be charged
with knowledge of any such default unless written notice thereof shall have
been given to the Trustee by the Company, by the holders or an agent of the
holders of any such indebtedness, by the trustee then acting under any
indenture or other instrument under which such default shall have occurred, or
by the Holders of not less than 25% in aggregate principal amount of such
series of Debt Securities at the time Outstanding; or


(f)      a decree or order by a court having
jurisdiction in the premises shall have been entered adjudging the Company a
bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization of the Company under the Federal bankruptcy laws or any other
similar applicable Federal or state law, and such decree or order shall have
continued undischarged and unstayed for a period of 60 days; or a decree or
order of a court having jurisdiction in the premises for the appointment of a
receiver or liquidator or trustee or assignee or other similar official in
bankruptcy or insolvency of the Company or of all or substantially all of its
property, or for the winding up or liquidation of its affairs, shall have been
entered, and such decree or order shall have continued undischarged and
unstayed for a period of 60 days; or


(g)     the Company shall institute proceedings to
be adjudicated a voluntary bankrupt, or shall consent to the filing of a
bankruptcy proceeding against it, or shall file a petition or answer or consent
seeking an arrangement or a reorganization under the Federal bankruptcy laws or
any other similar applicable Federal or state law, or shall consent to the
filing of any such petition, or shall consent to the appointment of a receiver
or liquidator or trustee or assignee or other similar official in bankruptcy or
insolvency of it or of all or substantially all of its property, or shall make
an assignment for the benefit of creditors, or shall admit in writing its
inability to pay its debts generally as they become due; or


(h)     any other Event of Default provided in the
supplemental indenture under which such series of Debt Securities is issued or
in the form of Debt Security for such series.


In the case of each and every Event of Default, so
long as such Event of Default with respect to any series of Debt Securities for
which there are Debt Securities Outstanding occurs and is continuing (other
than an Event of Default specified in clause (f) or (g) of Section 7.01)
and shall



 38
 






 



not have been remedied or waived to the extent permitted
by the terms of this Indenture, unless the principal of all of the Debt
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 Outstanding Debt Securities of such series, by notice in writing to the
Company (and to the Trustee if given by Holders), may declare the principal
(or, if the Debt Securities of that series are Original Issue Discount Debt
Securities, such portion of the principal amount as may be specified in the
terms of that series) of all the Debt Securities of such series and the
interest accrued thereon 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 Debt Securities of such series contained to the
contrary notwithstanding.  If an Event of
Default specified in clause (f) or (g) of Section 7.01 occurs and is
continuing, then the principal amount of (or, if the Debt Securities of that
series are Original Issue Discount Debt Securities, such portion of the
principal amount as may be specified in the terms thereof as due and payable
upon acceleration) and any accrued and unpaid interest on that series shall
immediately become due and payable without any declaration or other act on the
part of the Trustee or any Holder.  This
provision, however, is subject to the condition that if, at any time after the
principal of the Debt Securities of such series shall have been so declared due
and payable, and before 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 in the
currency in which the Debt Securities of such series are payable all matured
installments of interest upon all of the Debt Securities and the principal of
and premium, if any, on any and all Debt Securities of such series which shall
have become due otherwise than by such declaration (with interest on overdue
installments of interest to the extent that payment of such interest is
enforceable under applicable law and on such principal and premium, if any, at
the rate borne by the Debt Securities of such series or as otherwise provided
in the form of Debt Security for such series, to the date of such payment or
deposit) and the expenses of the Trustee (subject to Section 8.06), and any and
all defaults under this Indenture, other than the nonpayment of principal of
and accrued interest on Debt Securities of such series which shall have become
due by such declaration, shall have been cured or shall have been waived in
accordance with Section 7.07 or provision deemed by the Trustee to be adequate
shall have been made therefor—then and in every such case the Holders of at
least a majority in aggregate principal amount of the Debt Securities of such
series then Outstanding, by written notice to the Company and to the Trustee,
may rescind and annul such declaration and its consequences; but no such
rescission and annulment shall extend to or shall affect any subsequent
default, or shall impair any right consequent thereon.


In
case the Trustee or any Holders shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
because of such rescission and 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 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 shall continue as though no such
proceeding had been taken.



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SECTION
7.02.  Payment
of Debt Securities Upon Default; Suit Therefor.  The Company covenants that (a) in case
default shall be made in the payment of any installment of interest upon any
Debt Security of any series as and when the same shall become due and payable,
and such default shall have continued for a period of 30 days, or (b) in case
default shall be made in the payment of the principal of and premium, if any,
on any Debt Security of any series as and when the same shall have become due
and payable, whether at maturity of the Debt Security or upon redemption or by
declaration or otherwise or (c) in case default shall be made in the making or
satisfaction of any sinking fund payment or analogous obligation with respect
to the Debt Securities of any series when the same becomes due by the terms of
the Debt Securities of any series—then, upon demand of the Trustee, the Company
will pay to the Trustee, for the benefit of the Holders (or Holders of Debt
Securities of any such series in the case of clause (c) above), the whole
amount that then shall have become due and payable on any such Debt Security
(or Debt Securities of any such series in the case of clause (c) above) for
principal and premium, if any, or interest, or both, as the case may be, with
interest upon the overdue principal and premium, if any, and (to the extent
that payment of such interest is enforceable under applicable law) upon the
overdue installments of interest at the rate borne by the Debt Securities of
such series or as otherwise provided in the form of Debt Security of such
series; 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 and advances made by the Trustee, except compensation or
advances arising, or expenses or liabilities incurred, as a result of the
Trustee’s negligence or bad faith.


Until
such demand is made by the Trustee, the Company may pay the principal of and
premium, if any, and interest on the Debt Securities of any series to the
Persons entitled thereto, whether or not the principal of and premium, if any,
and interest on the Debt Securities of such series are overdue.


In
case the Company shall fail forthwith to pay such amounts upon such demand, the
Trustee, in its own name and as trustee of an express trust, shall be entitled
and empowered to institute any actions or proceedings at law or in equity for
the collection of the sums so due and unpaid, and may prosecute any such action
or proceeding to judgment or final decree, and may enforce any such judgment or
final decree against the Company or any other obligor on such Debt Securities
and collect, in the manner provided by law out of the property of the Company
or any other obligor on such Debt Securities wherever situated, the moneys
adjudged or decreed to be payable.  If
any Event of Default with respect to any series of Debt Securities occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Debt Securities of such series by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.


In
case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Company or any other obligor on the Debt Securities of
any series under



 40
 






 



the Federal
bankruptcy laws or any other applicable law, or in case a receiver or trustee
shall have been appointed for the property of the Company or such other
obligor, or in the case of any other similar judicial proceedings relative to
the Company or other obligor upon the Debt Securities of any series, or to the
creditors or property of the Company or such other obligor, the Trustee,
irrespective of whether the principal of the Debt Securities of such series
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand
pursuant to the provisions of this Section 7.02, shall be entitled and
empowered by intervention in such proceedings or otherwise, (a) to file and
prove a claim or claims for the whole amount of principal and interest owing
and unpaid in respect of the Debt Securities of such series, and, in case of
any judicial proceedings, to file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee and
of the Holders of the Debt Securities of such series allowed in such judicial
proceedings relative to the Company or any other obligor on such Debt
Securities, its or their creditors, or its or their property, (b) unless
prohibited by applicable law and regulations, to vote on behalf of the Holders
of any Debt Securities of any series in any election of a trustee or a standby
trustee in arrangement, reorganization, liquidation or other bankruptcy or
insolvency proceedings or person performing similar functions in comparable
proceedings, and (c) to collect and receive any moneys or other property
payable or deliverable on any such claims, and to distribute the same after the
deduction of its charges and expenses; and any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of the Holders of the
Debt Securities of such series to make such payments to the Trustee, and, in
the event that the Trustee shall consent to the making of such payments
directly to such Holders, to pay to the Trustee such amount as shall be
sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other expenses and liabilities incurred and
advances made by the Trustee except compensation or advances arising, or
expenses or liabilities incurred, as a result of the Trustee’s negligence or
bad faith.


Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept, or adopt on behalf of any Holder any plan or
reorganization, arrangement, adjustment or composition affecting the Debt
Securities or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder (except, as aforesaid, for the
election of a trustee in bankruptcy or other Person performing similar
functions) in any such proceeding.


All
rights of action and of asserting claims under this Indenture, or under any of
the Debt Securities of any series, may be enforced by the Trustee without the
possession of any of such Debt Securities, 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 Debt Securities of such series in respect of which such
judgment has been recovered.


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 Debt
Securities in respect to



 41
 






 



which such action
was taken, and it shall not be necessary to make any Holders of such Debt
Securities parties to any such proceedings.


SECTION
7.03.  Application
of Moneys Collected by Trustee. 
Any moneys collected by the Trustee pursuant to Section 7.02 shall be
applied in the order following, at the date or dates fixed by the Trustee for
the distribution of such moneys, upon presentation of the Debt Securities of
such series, and stamping thereon the payment, if only partially paid, and upon
surrender thereof, if fully paid:


FIRST: To the payment of
costs and expenses of collection and reasonable compensation to the Trustee,
its agents, attorneys and counsel, and of all other expenses and liabilities
incurred, and all advances made, by the Trustee except compensation or advances
arising, or expenses or liabilities incurred, as a result of its negligence or
bad faith, and any other amounts owing the Trustee under Section 8.06;


SECOND: In case the
principal of the Debt Securities of such series shall not have become due and
be unpaid, to the payment of interest on such Debt Securities, in the order of
the maturity of the installments of such interest, with interest (to the extent
that such interest has been collected by the Trustee) upon the overdue
installments of interest at the rate borne by such Debt Securities, such
payments to be made ratable to the Persons entitled thereto;


THIRD: In case the
principal of the Debt Securities of such series shall have become due, by
declaration or otherwise, to the payment of the whole amount then owing and
unpaid upon such Debt Securities for principal and premium, if any, and
interest, with interest on the overdue principal and premium, if any, and (to
the extent that such interest has been collected by the Trustee) upon overdue
installments of interest at the rate borne by such Debt Securities; and in case
such moneys shall be insufficient to pay in full the whole amounts so due and
unpaid upon such Debt Securities, then, to the payment of such principal and
premium, if any, and interest without preference or priority of principal and
premium, if any, over interest, or of interest over principal and premium, if
any, or of any installment of interest over any other installment of interest,
or of any Debt Security of such series over any other such Debt Security,
ratably to the aggregate of such principal and premium, if any, and accrued and
unpaid interest;


FOURTH: To the payment of
any surplus then remaining to the Company, its successors or assigns, or to
whomsoever may be lawfully entitled to receive the same.


SECTION
7.04. Proceedings by Holders.  No Holder of any Debt Security of any series
shall have any right by virtue of or by availing of any provision of this
Indenture to



 42
 






 



institute any
suit, action or proceeding in equity or at law or in bankruptcy or otherwise
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, as hereinbefore provided, and unless also the Holders of
not less than 25% in aggregate principal amount of the Debt Securities of such
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 neglected or refused 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 7.07), it being
understood and intended, and being expressly covenanted by the taker and Holder
of every Debt Security of every series with every other taker and Holder and
the Trustee, that no one or more Holders of Debt Securities shall have any
right in any manner whatever by virtue of or by availing of any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holder
of such Debt Securities, or to obtain or seek to obtain priority over or
preference to any other 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 Debt Securities.


SECTION
7.05.  Proceedings
by Trustee.  In case of an
Event of Default hereunder the Trustee may in its discretion 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
proceeding 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.


SECTION
7.06.  Remedies
Cumulative and Continuing. 
All powers and remedies given by this Article Seven to the Trustee or to
the Holders shall, to the extent permitted by law, be deemed cumulative and not
exclusive of any thereof or of any other powers and remedies available to the
Trustee or the 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 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 the
provisions of Section 7.04, every power and remedy given by this Article Seven
or by law to the Trustee or to the Holders may be exercised from time to time,
and as often as shall be deemed expedient, by the Trustee or by the Holders.


SECTION
7.07.  Direction
of Proceedings and Waiver of Defaults by Majority of Holders.  The Holders of a majority in aggregate
principal amount of the Outstanding Debt Securities of any series shall have
the right to direct the time, method, and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any



 43
 






 



trust or power
conferred on the Trustee with respect to the Debt Securities by this Indenture;
provided, however, that (subject
to the provisions of Section 8.01) the Trustee shall have the right to decline
to follow any such direction if the Trustee shall determine upon advice of
counsel that the action or proceeding so directed may not lawfully be taken or
would be materially and unjustly prejudicial to the rights of Holders not
joining in such direction or if the Trustee in good faith by its board of
directors or trustees, executive committee, or a trust committee of directors
or trustees and/or Responsible Officers shall determine that the action or
proceeding so directed would involve the Trustee in personal liability or if
the Trustee in good faith shall so determine that the actions or forebearances
specified in or pursuant to such direction would be unduly prejudicial to the
interests of Holders of the Debt Securities of all series not joining in the
giving of said direction, it being understood that (subject to Section 8.01)
the Trustee shall have no duty to ascertain whether or not such actions or
forebearances are duly prejudicial to such Holders.  The Trustee may take any other action deemed
proper by the Trustee not inconsistent with such direction.  The Holders of a majority in aggregate
principal amount of the Outstanding Debt Securities of any series may on behalf
of the Holders of all the Debt Securities of such series waive any past default
or Event of Default hereunder and its consequences except a default in the
payment of principal of or premium, if any, or interest on such Debt
Securities, or a default in the making of any sinking fund payment with respect
to such Debt Securities.  Upon any such
waiver the Company, the Trustee and the Holders of such Debt Securities shall
be restored to their former positions and rights hereunder, respectively; but
no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent thereon. 
Whenever any default or Event of Default shall have been waived as
permitted by this Section 7.07, said default or Event of Default shall for all
purposes of the Debt Securities and this Indenture be deemed to have been cured
and to be not continuing.


This
Section 7.07 shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the
Trust Indenture Act of 1939 and such Sections 316(a)(1)(A) and Section
316(a)(1)(B) are hereby expressly excluded from this Indenture, as permitted by
the Trust Indenture Act of 1939.


SECTION
7.08.  Notice
of Defaults.  The Trustee
shall give the Holders notice of any default hereunder as and to the extent
provided by the Trust Indenture Act of 1939; provided,
however, that in the case of any
default of the character specified in Section 7.01(d), no such notice to
Holders shall be given until at least 60 days after the occurrence
thereof.  For the purpose of this
Section, the term “default” means any event which is, or after notice or lapse
of time or both would become, an Event of Default.


SECTION
7.09.  Undertaking
to Pay Costs.  In any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee,
a court may require any party litigant in such suit to file an undertaking to
pay the costs of such suit, and may assess costs against any such party
litigant, in the manner and to the extent provided in the Trust Indenture Act
of 1939; provided that neither
this Section nor the Trust Indenture Act of 1939 shall be deemed to authorize
any court to require such an undertaking or to make such an assessment in any
suit



 44
 






 



instituted by the
Company, and any provision of the Trust Indenture Act of 1939 to such effect is
hereby expressly excluded from this Indenture, as permitted by the Trust
Indenture Act of 1939.


SECTION
7.10.  Unconditional
Right of Holders to Receive Principal, Premium and Interest.  Notwithstanding any other provision in this
Indenture, the Holder of any Debt Security shall have the rights, which are
absolute and unconditional, to receive payment of the principal of, premium, if
any, and (subject to Section 3.08) interest on such Debt Security on the
respective Stated Maturities expressed in such Debt Security (or in the case of
redemption or repayment, on the date for redemption or repayment, as the case
may be) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.


ARTICLE EIGHT.


Concerning the Trustee.


SECTION
8.01.  Duties
and Responsibilities of Trustee. 
The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act of 1939. 
Notwithstanding the foregoing, no implied covenants or obligations,
except as provided by the Trust Indenture Act of 1939, shall be read into this
Indenture against the Trustee, and no provision of this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. 
Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.


SECTION
8.02.  Reliance
on Documents, Opinions, etc. 
Subject to the provisions of Section 8.01,


(a)  the Trustee may rely and shall be protected
in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, bond,
debenture, note or other paper 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 Officers’
Certificate (unless otherwise 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;



 45
 






 



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


(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 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 the Debt Securities of any series and after the curing
or waiving of all Events of Default with respect to such Debt 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, bond, debenture, note, or other
paper or document, unless requested in writing to do so by the Holders of not
less than a majority in principal amount of such Debt Securities then Outstanding;
provided, however, that the
reasonable expenses 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 provided, further, 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 Trustee by the 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;


(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 liable or responsible
for any misconduct, bad faith or negligence on the part of any agent or
attorney appointed with due care by it hereunder; and


(h)  the Trustee shall not be deemed to have
knowledge of any default or Event of Default unless a Responsible Officer of
the Trustee has actual knowledge thereof or Holders of greater than 50% of the
Outstanding



 46
 






 



principal amount of Debt Securities of any series
shall have notified the Trustee thereof.


SECTION
8.03.  No
Responsibility for Recitals, etc. 
The recitals contained herein and in the Debt Securities (except in the
Trustee’s certificate of authentication) 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
Debt Securities of any series.  The
Trustee represents that it is duly authorized to execute and deliver this
Indenture and perform its obligations hereunder.  Neither the Trustee nor the Authenticating
Agent shall be accountable for the use or application by the Company or any
Debt Securities or the proceeds of any Debt Securities authenticated and
delivered by the Trustee in conformity with the provisions of this Indenture.


SECTION
8.04.  Trustee
and Agents May Own Debt Securities. 
The Trustee, any paying agent, or any agent of the Trustee or the
Company under this Indenture, in its individual or any other capacity, may
become the owner or pledgee of Debt Securities of any series with the same
rights it would have if it were not Trustee or such agent and, subject to
Sections 8.08 and 8.13, if operative, may otherwise deal with the Company and
receive, collect, hold, and retain collections from the Company with the same
rights it would have if it were not the Trustee or such agent.


SECTION
8.05.  Moneys
to be Held in Trust.  Subject
to the provisions of Section 13.04, all moneys received by the Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for
which they were received, but 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 to
pay thereon.  So long as no Event of
Default with respect to the Debt Securities of any series 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 its President,
its Chief Financial Officer, any Vice President, its Treasurer or an Assistant
Treasurer.


SECTION
8.06.  Compensation
and Expenses of Trustee.  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 not be
limited by any provision of law in regard to the compensation of a trustee of
an express trust), and 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 all persons not regularly in its employ and any amounts paid by the
Trustee to any Authenticating Agent pursuant to Section 8.14) except any such
expense, disbursement or advance as may arise from its negligence or bad faith.  The Company also covenants 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 and arising
out of or in connection with the acceptance or administration of this trust, or
the performance of its duties hereunder, including the current payment of all
costs and expenses of defending itself against any claim of liability in the
premises.  The obligations of



 47














 


the Company under
this Section 8.06 to compensate and indemnify the Trustee and to pay or
reimburse the Trustee for expenses, disbursements and advances shall constitute
additional  indebtedness hereunder.  Such additional indebtedness shall be secured
by a lien prior to that of the Debt 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 Debt Securities.


SECTION
8.07. Officers’ Certificate as Evidence.  Subject to the provisions of Section 8.01,
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 omitting any action hereunder, such matter (unless other
evidence in respect thereof 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 Officers’ Certificate delivered to
the Trustee, and such Officers’ 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 or omitted by it under the provisions of this Indenture upon
the faith thereof.


SECTION
8.08.  Conflicting
Interest of Trustee.  If the
Trustee has or shall acquire any conflicting interest within the meaning of the
Trust Indenture Act of 1939, the Trustee shall either eliminate such
conflicting interest or resign in the manner provided by, and subject to the
provisions of, the Trust Indenture Act of 1939 and this Indenture.


SECTION
8.09.  Eligibility
of Trustee.  There shall at
all times be a Trustee with respect to each series of Debt Securities hereunder
which shall be a Person organized and doing business under the laws of the
United States or any state or territory thereof or of the District of Columbia
authorized under such laws to exercise trust powers, having a combined capital
and surplus of at least $5,000,000, subject to supervision or examination by
Federal, state, territorial, or District of Columbia authority and willing to
act as Trustee hereunder. If such Person 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 8.09,
the combined capital and surplus of such Person 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 with respect to any series of Debt Securities shall cease to
be eligible in accordance with the provisions of this Section 8.09, such
Trustee shall resign immediately in the manner and with the effect specified in
Section 8.10.


SECTION
8.10.  Resignation
or Removal of Trustee.  (a)
The Trustee may at any time resign with respect to any series of Debt
Securities by giving written notice by first class mail of such resignation to
the Company and to the Holders of such series of Debt Securities at their
addresses as they shall appear on the Debt Security Register.  Upon receiving such notice of resignation,
the Company shall promptly appoint a successor trustee with respect to such
series by written instrument, in duplicate, 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 with respect to such series shall have been so
appointed and have accepted appointment within 60 days after the mailing of
such notice of resignation to the Holders, the resigning Trustee may petition
any court of competent jurisdiction for the 



 48
 






 



appointment of a
successor trustee, or any Holder of such series of Debt Securities who has been
a bona fide Holder of a Debt Security or Debt Securities of such series for at
least six months may, subject to the provisions of Section 7.09, on behalf of
himself and all others similarly situated, petition any such court for 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, appoint such successor trustee.


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


(1) the Trustee shall
fail to comply with the provisions of Section 8.08 after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a
Debt Security or Debt Securities of such series for at least six months, unless
the Trustee’s duty to resign is stayed in accordance with the provisions of
Section 310(b) of the Trust Indenture Act of 1939, or


(2) the Trustee shall
cease to be eligible in accordance with the provisions of Section 8.09 and
shall fail to resign after written request therefor by the Company or by any
such Holder of a note of such series, or


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


then, in any such case, the Company may remove the
Trustee with respect to such series and appoint a successor trustee for such
series by written instrument, in duplicate, executed on instruction of the
President, The Chief Financial Officer or the Treasurer of the Company, one
copy of which instrument shall be delivered to the Trustee so removed and one
copy to the successor trustee, or, subject to the provisions of Section 7.09,
any Holder who has been a bona fide Holder of a Debt Security or Debt
Securities of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the 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 such Trustee and appoint such successor trustee.


(c)
The Holders of a majority in aggregate principal amount of the Outstanding Debt
Securities of any series may at any time remove the Trustee with respect to
such series by delivering to the Trustee so removed, to the successor trustee
so appointed and to the Company the evidence provided for in Section 9.01 of
the action in that regard taken by the Holders, and nominate a successor
Trustee which shall be deemed appointed as successor Trustee unless within ten
days after such nomination the Company objects thereto, in which case the
Trustee so removed or any Holder of a Debt Security or Debt Securities of such
series, upon the terms and conditions and otherwise as in subsection (a) of
this Section 8.10 provided, may 



 49
 






 



petition any court
of competent jurisdiction for an appointment of a successor Trustee with
respect to such series.


(d)
Any resignation or removal of the Trustee with respect to all or any series of
Debt Securities and any appointment of a successor Trustee pursuant to any of
the provisions of this Section 8.10 shall become effective upon acceptance of
appointment by the successor Trustee as provided in Section 8.11.


SECTION
8.11.  Acceptance
by Successor Trustee.  Any
successor Trustee appointed as provided in Section 8.10 shall execute,
acknowledge and deliver to the Company and to its predecessor Trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor Trustee shall become effective with respect to
all or any series as to which it is resigning as Trustee, and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, duties and obligations of its predecessor hereunder
with respect to all or any such series, with like effect as if originally named
as Trustee herein with respect to all or any such series; nevertheless, on the
written request of the Company or of the successor Trustee, the Trustee ceasing
to act shall, upon payment of any amounts then due it pursuant to the
provisions of Section 8.06, execute and deliver an instrument transferring to
such successor Trustee all the rights and powers of the Trustee with respect to
all or any such series so ceasing to act. 
Upon request of any such successor Trustee, the Company shall execute
any and all instruments in writing for 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 with respect to all or any series as to which it is resigning as
Trustee, to secure any amounts and shall be entitled to any indemnities then
due it pursuant to the provisions of Section 8.06.


No
successor Trustee shall accept appointment as provided in this Section 8.11
unless at the time of such acceptance such successor Trustee shall be qualified
under the provisions of Section 8.08 and eligible under the provisions of
Section 8.09.


Upon
acceptance of appointment by a successor Trustee with respect to all or any
series of Debt Securities as provided in this Section 8.11, the Company shall
mail notice of the succession of such Trustee hereunder to the Holders of Debt
Securities of such series at their addresses as they shall appear on the Debt
Security Register.  If the Company fails
to mail such notice within ten days after acceptance of appointment by the
successor Trustee, the successor Trustee shall cause such notice to be mailed
at the expense of the Company.


In
case the appointment hereunder of a successor Trustee with respect to the Debt
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Debt 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 retiring
Trustee with respect to the Debt Securities of any series as to which the
retiring Trustee is not retiring shall continue to be vested in the retiring
Trustee, and shall add to or change any of 



 50
 






 



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.


SECTION
8.12.  Succession
by Merger, etc.  Subject to
Sections 8.08 and 8.09, any Person into which the Trustee may be merged or
converted or with which it may be consolidated, or any Person resulting from
any merger, conversion or consolidation to which the Trustee shall be a party,
or any Person succeeding to the trust business of the Trustee, shall be the
successor of the Trustee hereunder without the execution or filing of any paper
or any further act on the part of any of the parties hereto.


In
case at the time any successor to the Trustee shall succeed to the trusts
created by this Indenture any of the Debt Securities shall have been authenticated
but not delivered, any such successor to the Trustee may adopt the certificate
of authentication of any predecessor Trustee, and deliver such Debt Securities
so authenticated; and in case at that time any of the Debt Securities shall not
have been authenticated, any successor to the Trustee may authenticate such
Debt Securities either in the name of such successor Trustee or, if such
successor Trustee is a successor by merger, conversion or consolidation, the
name of any predecessor hereunder; and in all such cases such certificate shall
have the full force which it is anywhere in the Debt Securities or in this
Indenture provided that the certificate of the Trustee shall have.


SECTION
8.13.  Limitation
on Rights of Trustee as a Creditor. 
If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Debt Securities), the Trustee shall be subject to
the provisions of the Trust Indenture Act of 1939 regarding the collection of
claims against the Company (or any such other obligor).


SECTION
8.14.  Authenticating
Agents.  There may be an
Authenticating Agent or Authenticating Agents appointed by the Trustee from
time to time with power to act on its behalf and subject to its direction in
the authentication and delivery of any series of Debt Securities issued upon
original issuance, exchange, transfer or redemption thereof as fully to all
intents and purposes as though such Authenticating Agent (or Authenticating
Agents) had been expressly authorized to authenticate and deliver such Debt
Securities, and Debt Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes
as though authenticated by the Trustee hereunder.  For all purposes of this Indenture, the
authentication and delivery of Debt Securities by any Authenticating Agent
pursuant to this Section 8.14 shall be deemed to be the authentication and
delivery of such Debt Securities “by the Trustee”, and whenever this Indenture
provides that “the Trustee shall authenticate and deliver” Debt Securities or
that Debt Securities “shall have been authenticated and delivered by the
Trustee”, such authentication and delivery by any Authenticating Agent shall be
deemed to be authentication and delivery by the Trustee.  Any such Authenticating Agent shall at all
times be a Person organized and doing business under the laws of the United
States of America or of any State or Territory or the District of Columbia,
with a combined 



 51
 






 



capital and
surplus of at least $5,000,000 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
or State authority.  If such Person
publishes reports of its condition at least annually pursuant to law or the
requirements of such authority, then for the purposes of this Section 8.14 the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.  If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.14, or to be duly registered if and to the extent
required by applicable law and regulations, it shall resign immediately in the
manner and with the effect herein specified in this Section 8.14.


Whenever
reference is made in this Indenture to the authentication and delivery of Debt
Securities of any series by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by its Authenticating Agent appointed with
respect to the Debt Securities of such series and a certificate of
authentication executed on behalf of the Trustee by its Authenticating Agent
appointed with respect to the Debt Securities of such series.


Any
Person into which any Authenticating Agent may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger,
consolidation or conversion to which any Authenticating Agent shall be a party,
or any Person succeeding to the authenticating agency business of any
Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, if such successor Person is otherwise eligible under this Section
8.14, without the execution or filing of any paper or any further act on the
part of the parties hereto or such Authenticating Agent or such successor
Person.


In
case at the time such successor to any such agency shall succeed to such agency
any of the Debt Securities shall have been authenticated but not delivered, any
such successor to such Authenticating Agent may adopt the certificate of
authentication of any predecessor Authenticating Agent and deliver such Debt
Securities so authenticated; and in case at that time any of the Debt
Securities shall not have been authenticated, any successor to any
Authenticating Agent may authenticate such Debt Securities either in the name
of any predecessor hereunder or in the name of the successor Authenticating
Agent; and in all cases such certificate shall have the full force which it has
anywhere in the Debt Securities or in this Indenture provided that the
certificate of the predecessor Authenticating Agent shall have had such force; provided, however, that the right to adopt
the certificate of authentication of any predecessor Authenticating Agent or to
authenticate Debt Securities in the name of any predecessor Authenticating
Agent shall apply only to its successor or successors by merger, conversion or
consolidation.


Any
Authenticating Agent may at any time resign as Authenticating Agent with
respect to any series of Debt Securities 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 with respect to any series of Debt Securities by giving written notice of
termination to such Authenticating Agent and to the Company.  Upon receiving such a notice of resignation
or 



 52
 






 



upon such a
termination, or in case at any time Authenticating Agent shall cease to be
eligible under this Section 8.14, the Trustee may, and shall, upon request of
the Company, promptly use its best efforts to appoint a successor
Authenticating Agent.


Upon
the appointment, at any time after the original issuance of any of the Debt
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 mail notice of such appointment to all Holders of
Debt Securities of such series as the names and addresses of such Holders
appear on the Debt Security Register.


Any
successor Authenticating Agent with respect to any series of Debt Securities upon
acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as
though originally named as an Authenticating Agent herein with respect to such
series. No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section 8.14 and duly registered if and to the
extent required under applicable law and regulations.


Any
Authenticating Agent by the acceptance of its appointment with respect to any
series of Debt Securities shall be deemed to have agreed with the Trustee that:
it will perform and carry out the duties of an Authenticating Agent as herein
set forth with respect to such series, including among other things the duties
to authenticate and deliver Debt 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; it is eligible for appointment
as Authenticating Agent under this Section 8.14 and will notify the Trustee
promptly if it shall cease to be so qualified; and it will indemnify the
Trustee against any loss, liability or expense incurred by the Trustee and will
defend any claim asserted against the Trustee by reason of any acts or failures
to act of the Authenticating Agent with respect to such series but it shall
have no liability for any action taken by it at the specific written direction
of the Trustee.


The
Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation and expenses for its services, and the Trustee shall have no
liability for such payments.


The
provisions of Sections 8.02(a), (b), (c), (e) and (f), 8.03, 8.04, 8.06
(insofar as it pertains to indemnification), 9.01, 9.02 and 9.03 shall bind and
inure to the benefit of each Authenticating Agent  to the same extent that they bind and inure
to the benefit of the Trustee.



 53
 






 



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


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


 


	
  U.S. BANK NATIONAL
  ASSOCIATION,

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
  as Trustee

  	
  as Trustee

  
	
   

  	
   

  
	
  - OR -

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
  ,

  
	
  Authorized Officer

  	
   

  	
   as Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  
								



 


ARTICLE NINE.


Concerning the Holders.


SECTION
9.01.  Action
by Holders.  Whenever in this
Indenture it is provided that the Holders of a specified percentage in
aggregate principal amount of the Debt Securities of any series 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 of
such series have joined therein may be evidenced (a) by any instrument or any
number of instruments of similar tenor executed by Holders of such series in
person or by agent or proxy appointed in writing, or (b) by the record of the
Holders of such series voting in favor thereof at any meeting of such Holders
duly called and held in accordance with the provisions of Article Ten, or (c)
by a combination of such instrument or instruments and any such record of such
a meeting of Holders of such series.


SECTION
9.02.  Proof
of Execution by Holders. 
Subject to the provisions of Sections 8.01, 8.02 and 10.05, proof of the
execution of any instrument by a Holder or his agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee.  The ownership of Debt
Securities shall be provided by the Debt Security Register or by a certificate
of the Debt Security registrar with respect to a series of Debt Securities.


The
record of any Holders’ meeting shall be proved in the manner provided in
Section 10.06.



 54
 






 



SECTION
9.03.  Who
Are Deemed Absolute Owners. 
The Company, the Trustee with respect to a series of Debt Securities,
and any agent of the Trustee or the Company under this Indenture may deem the
Person in whose name such Debt Security shall be registered upon the Debt
Security Register to be, and may treat him as, the absolute owner of such Debt
Security (whether or not such Debt Security shall be overdue and
notwithstanding any notation of ownership or other writing thereon made by
anyone other than the Company, the Trustee or any such agent) for the purpose
of receiving payment of or on account of the principal of and premium, if any,
and interest on such Debt Security and for all other purposes; and neither the
Company nor the Trustee nor any such agent shall be affected by any notice to
the contrary.  All such payments so made
to any Holder for the time being or upon his order shall, to the extent of the
sum or sums so paid, be effectual to satisfy and discharge the liability for
moneys payable upon any such Debt Security.


SECTION
9.04.  Company-Owned
Debt Securities Disregarded. 
In determining whether the Holders of the requisite aggregate principal
amount of Debt Securities of any series have concurred in any direction or
consent under this Indenture, Debt Securities of such series which are owned by
the Company or any other obligor on the Debt Securities of such series 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 such Debt
Securities shall be disregarded and deemed not to be Outstanding for the
purpose of any such determinations; provided,
however, that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction or consent only such Debt
Securities which the Trustee knows are so owned shall be so disregarded.  Debt Securities so owned which have been
pledged in good faith may be regarded as Outstanding notwithstanding this
Section 9.04 if the pledgee shall establish to the satisfaction of the Trustee
the right of the pledgee to vote such Debt Securities and that the pledgee 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.  Upon request of the Trustee,
the Company shall furnish to the Trustee promptly an Officers’ Certificate
listing and identifying all Debt Securities of a series, if any, known by the
Company to be owned or held by or for the account of the Company or any other
obligor on such Debt 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 such Debt Securities; and, subject to the
provisions of Section 8.01, the Trustee shall be entitled to accept such
Officers’ Certificates as conclusive evidence of the facts therein set forth
and of the fact that all such Debt Securities not listed therein are
Outstanding for the purpose of any such determination.


SECTION
9.05.  Revocation
of Consents; Future Holders Bound. 
At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 9.01, of the taking of any action by the Holders of the
percentage in aggregate principal amount of the Debt Securities of any series
specified in this Indenture in connection with such action, any Holder of a
Debt Security which is shown by the evidence to be included in the Debt
Securities the Holders of which have consented to or are bound by consents to
such action, may, by filing written notice with the Trustee at its principal
office and upon proof of holding as provided in Section 9.02, revoke such
action so far as concerns such Debt Security. 
Except as aforesaid any such action taken by the Holder of any Debt
Security shall be conclusive and binding upon such Holder and 



 55
 






 



upon all future
Holders and owners of such Debt Security and of any Debt Security issued on
transfer thereof or in exchange or substitution therefor, irrespective of
whether or not any notation in regard thereto is made upon any such Debt
Security.  Any action taken by the
Holders of the percentage in aggregate principal amount of the Debt Securities
specified in this Indenture in connection with such action shall be
conclusively binding upon the Company, the Trustee and the Holders of all of
the Debt Securities affected by such action.


ARTICLE TEN


Holders’ Meetings.


SECTION
10.01.  Purposes
of Meetings.  A meeting of Holders
of the Debt Securities of all or any series may be called at any time and from
time to time pursuant to the provisions of this Article Ten for any of the
following purposes:


(1)  to give any notice to the Company or to the
Trustee with respect to such series, or to give any directions to the Trustee,
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 any of
the provisions of Article Seven;


(2)  to remove the Trustee and nominate a
successor trustee pursuant to the provisions of Article Eight;


(3)  to consent to the execution of an indenture
or indentures supplemental hereto pursuant to the provisions of Section 11.02;
or


(4)  to take any other action authorized to be
taken by or on behalf of the Holders of any specified aggregate principal
amount of the Debt Securities of all or any series, as the case may be, under
any other provision of this Indenture or under applicable law.


SECTION
10.02.  Call
of Meetings by Trustee.  The
Trustee may at any time call a meeting of Holders of Debt Securities of all or
any series to take any action specified in Section 10.01, to be held at such
time and at such place as the Trustee shall determine.  Notice of every meeting of the Holders of
Debt Securities of all or any series, setting forth the time and place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be mailed by the Trustee to Holders of Debt Securities of each series that
may be affected by the action proposed to be taken at such meeting at their
addresses as they shall appear on the Debt Security Register.  Such notice shall be mailed not less than 20
nor more than 90 days prior to the date fixed for the meeting.


SECTION
 10.03. 
Call of Meetings by Company or
Holders.   In case at any time
the Company, pursuant to a resolution by the Board of Directors, or the Holders
of at least 10% in aggregate principal amount of the Debt Securities then
Outstanding of each series 



 56
 






 



that may be
affected by the action proposed to be taken shall have requested the Trustee to
call a meeting of such Holders, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall
not have mailed the notice of such meeting within 20 days after receipt of such
request, then the Company or such Holders may determine the time and place for
such meeting and may call such meeting to take any action authorized in Section
10.01, by mailing notice thereof as provided in Section 10.02.


SECTION
10.04.  Qualifications
for Voting.  To be entitled to
vote at any meeting of Holders of Debt Securities a person shall (a) be a
Holder of one or more Debt Securities of a series affected by the action
proposed to be taken or (b) be a Person appointed by an instrument in writing
as proxy by a Holder of one or more such Debt Securities.  The rights of Holders of Debt Securities to
have their votes counted shall be subject to the provisions in the definition
of “Outstanding” in Section 1.01.  The
only Persons who shall be entitled to be present or to speak at any meeting of
Holders of Debt Securities shall be the Persons entitled to vote at such
meeting and their counsel, any representatives of the Trustee and its counsel
and any representatives of the Company and its counsel.


SECTION
10.05.  Regulations.  Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders of Debt Securities, in regard to proof of
the holding of Debt 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.  Except as otherwise permitted or
required by any such regulation, the holding of Debt Securities shall be proved
in the manner specified in Section 9.02 and the appointment of any proxy shall
be proved in the manner specified in said Section 9.02 or by having the
signature of the Person executing the proxy witnessed or guaranteed by any
bank, broker or trust company.


The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders
of Debt Securities as provided in Section 10.03, in which case the Company or
the Holders of Debt Securities calling the meeting, as the case may be, shall
in like manner appoint a temporary chairman. 
A permanent chairman and a secretary of the meeting shall be elected by
vote of the Holders of a majority in aggregate principal amount of the Debt
Securities represented at the meeting and entitled to vote.


Subject
to the provisions of Section 9.04, at any meeting each Holder of a Debt
Security of a series entitled to vote at such meeting or proxy shall be
entitled to one vote for each $1,000 principal amount of Debt Securities of
such series held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in
respect of any Debt Security challenged as not Outstanding and ruled by the
chairman of the meeting to be not Outstanding. The chairman of the meeting shall
have no right to vote except as a Holder of Debt Securities of such series or
proxy therefor.  Any meeting of Holders
of Debt Securities duly called pursuant to the provisions of Section 10.02 or
10.03 may be adjourned from time to time and the meeting may be held as so
adjourned without further notice.



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At any
meeting of Holders of Debt Securities, the presence of Persons holding or
representing Debt Securities 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 quorum be
present, the Persons holding or representing a majority of the Debt 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
10.06.  Voting.  The vote upon any resolution submitted to any
meeting of Holders of Debt Securities shall be by written ballots on which
shall be subscribed the signatures of the holders of Debt Securities entitled
to vote at such meeting or of their representatives by proxy, and the letter or
letters, serial number or numbers or other distinguishing marks of the Debt
Securities held or represented by him. 
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 of Debt Securities 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 mailed as provided
in Section 10.02.  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.


SECTION
10.07.  No
Delay of Rights by Meeting. 
Nothing in this Article Ten contained shall be deemed or construed to
authorize or permit, by reason of any call of a meeting of Holders of Debt
Securities of any or all series or any rights expressly or impliedly conferred
hereunder to make such call, any hindrance or delay in the exercise of any
right or rights conferred upon or reserved to the Trustee or to the Holders of
Debt Securities under any of the provisions of this Indenture or of the Debt
Securities.


ARTICLE ELEVEN.


Supplemental Indentures.


SECTION
11.01  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
Trust Indenture Act of 1939 as in force at the date of the execution thereof)
for one or more of the following purposes:



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(a)  to evidence the succession of another Person
to the Company, or successive successions, and the assumption by the successor
Person of the covenants, agreements and obligations of the Company pursuant to
Articles Five and Twelve hereof;


(b)  to add to the covenants of the Company such
further covenants, restrictions, conditions or provisions as the Board of
Directors and the Trustee shall consider to be for the protection of the
Holders of Debt Securities of any or all series, and to make the occurrence, or
the occurrence and continuance, of a default in any of such additional
covenants, restrictions, conditions or provisions a default or an Event of
Default with respect to such series 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, 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;


(c)  to cure any ambiguity or to correct or
supplement any provision contained herein or in any supplemental indenture
which may be defective or inconsistent with any other provision contained
herein or in any supplemental indenture; to convey, transfer, assign, mortgage
or pledge any property to or with the Trustee; or to make such other provisions
in regard to matters or questions arising under this Indenture as shall not
adversely affect the interests of the Holders of the Debt Securities;


(d)  to secure the Debt Securities of all series in
accordance with the provisions of Sections 5.05;


(e)  to evidence and provide for the acceptance of
appointment by another Person as a successor Trustee hereunder with respect to
one or more series of Debt Securities and to add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to
Section 8.11;


(f)  to modify, amend or supplement this Indenture
in such a manner as to permit the qualification of any indenture supplemental
hereto under the Trust Indenture Act of 1939 as then in effect, except that
nothing herein contained shall permit or authorize the inclusion in any
indenture supplemental hereto of the provisions referred to in Section
316(a)(2) of the Trust Indenture Act of 1939;



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(g)  to provide for the issuance under this
Indenture of Debt Securities in coupon form (including Debt Securities
registrable as to principal only) and to provide for exchangeability of such
Debt Securities with Debt Securities of the same series issued hereunder in
fully registered form and to make all appropriate changes for such purpose;


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


(i)  to establish any additional form of Debt
Security, as permitted by Section 2.02, and to provide for the issuance of any
additional series of Debt Securities, as permitted by Section 3.01, and to set
forth the terms thereof.


The
Trustee is hereby required 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.


Any
supplemental indenture authorized by the provisions of this Section 11.01 may
be executed by the Company and the Trustee without the consent of the Holders
of any of the Debt Securities at the time Outstanding, notwithstanding any of
the provisions of Section 11.02.


SECTION
11.02.  Supplemental
Indentures with Consent of Holders. 
With the consent (evidenced as provided in Section 9.01) of the Holders
of greater than 50% in aggregate principal amount of the Outstanding Debt
Securities of each series affected by such supplemental indenture (all such
Holders voting as a single class), by act of said Holders delivered to the
Company and the Trustee, 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 for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture
or of any supplemental indenture or of modifying in any manner the rights of
the Holders of the Debt Securities of each series under this Indenture; provided, however, that no such
supplemental indenture shall (i) without the consent of the Holder of each
Outstanding Debt Security affected thereby, extend the fixed maturity of any
Debt Security, or reduce the rate or extend the time of payment of interest
thereon, or reduce the principal amount thereof or any premium thereon, or make
the principal thereof or interest or premium thereon payable in any coin or
currency other than that provided in the Debt Securities or (ii) without the
consent of the Holders of all of the Outstanding Debt Securities of each series
affected reduce the aforesaid percentage of Debt Securities, the Holders 



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of which are
required to consent (a) to any such supplemental indenture, (b) to rescind and
annul a declaration that any Debt Securities are due and payable as a result of
the occurrence of an Event of Default, (c) to waive any past default under the
Indenture and its consequences and (d) to waive compliance with Sections 5.02
and 5.04 (other than 5.04(a)(1) and (2)) to 5.08, inclusive.


Upon
the request of the Company, accompanied by a copy of a Board Resolution
certified by its Secretary or Assistant Secretary authorizing the execution of
any such supplemental indenture, and upon the filing with the Trustee of
evidence of the consent of Holders of Debt Securities 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.


It
shall not be necessary for the consent of the Holders of Debt Securities under
this Section 11.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.


SECTION
11.03.  Effect
of Supplemental Indentures. 
Upon the execution of any supplemental indenture pursuant to the
provisions of this Article Eleven, 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 Debt 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
11.04.  Notation
on Debt Securities.  Debt
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to the provisions of this Article Eleven may bear a notation
in form approved by the Trustee as to any matter provided for in such
supplemental indenture.  If the Company
or the Trustee shall so determine, new Debt Securities of any series so
modified as to conform, in the opinion of the Trustee and the Board of Directors
to any modification of this Indenture contained in any such supplemental
indenture may be prepared and executed by the Company, authenticated by the
Trustee and delivered in exchange for the Outstanding Debt Securities of such
series.


SECTION 11.05.  Evidence
of Compliance of Supplemental Indenture to be Furnished Trustee. The
Trustee, subject to the provisions of Sections 8.01 and 8.02, shall receive,
and shall be fully protected in relying upon, an Officers’ Certificate and an
Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant hereto complies with the requirements of this Article Eleven
and is authorized and permitted by this Indenture.



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ARTICLE TWELVE.


Consolidation, Merger,
Sale and Conveyance.


SECTION
12.01.  Company
May Consolidate, etc., on Certain Terms. Nothing contained in this
Indenture or in any of the Debt Securities shall prevent any consolidation or
merger of the Company with or into any other Person (whether or not affiliated
with the Company), or successive consolidations or mergers in which the Company
or its successor or successors shall be a party or parties, or shall prevent
any sale, conveyance or lease of all or substantially all of the property of
the Company to any other Person (whether or not affiliated with the Company)
authorized to acquire and operate the same; provided,
however, and the Company hereby covenants and agrees, that any such
consolidation, merger, sale, conveyance or lease shall be upon the condition
that (a) immediately after such consolidation, merger, sale, conveyance or
lease the entity (whether the Company or such other Person) formed by or
surviving any such consolidation or merger, or to which such sale, conveyance
or lease shall have been made, shall not be in default in the performance or
observance of any of the terms, covenants and conditions of this Indenture to
be kept or performed by the Company; (b) the Person (if other than the Company)
formed by or surviving any such consolidation or merger or to which such sale,
conveyance or lease shall have been made, shall be a Person organized under the
laws of the United States of America or any state thereof; and (c) the due and
punctual payment of the principal of and premium, if any, and interest on all
of the Debt Securities, according to their tenor, and the due and punctual
performance and observance of all of the covenants and conditions of this
Indenture to be performed or observed by the Company, shall be expressly
assumed, by supplemental indenture satisfactory in form to the Trustee,
executed and delivered to the Trustee by the Person (if other than the Company)
formed by such consolidation, or into which the Company shall have been merged,
or by the Person which shall have acquired or leased such property.


SECTION
12.02.  Successor
Entity to be Substituted.  In
case of any such consolidation, merger, sale, conveyance or lease and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due
and punctual payment of the principal of and premium, if any, and interest on
all of the Debt Securities and the due and punctual performance and observance
of all of the covenants and conditions of this Indenture to performed or
observed by the Company, such successor Person shall succeed to and be
substituted for the Company, with the same effect as if it had been named
herein as the party of the first part, and (except in the event of a conveyance
by way of lease) the predecessor entity shall be relieved of any further
obligation under this Indenture and the Debt Securities.  Such successor Person thereupon may cause to
be signed, and may issue either in its own name or in the name of Snap-on
Incorporated any or all of the Debt Securities issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor Person instead of the Company
and subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver any Debt
Securities which previously shall have been signed and delivered by the
officers of the Company to the Trustee for authentication, and any Debt
Securities which such successor Person thereafter shall cause to be 



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signed and
delivered to the Trustee for that purpose. 
All the Debt Securities of each series so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Debt
Securities of such series theretofore or thereafter issued in accordance with
the terms of this Indenture as though all of such Debt Securities had been
issued at the date of the execution hereof.


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


SECTION
12.03.  Opinion
of Counsel to Be Given Trustee. 
The Trustee, subject to Sections 8.01 and 8.02, shall receive an Opinion
of Counsel as conclusive evidence that any such consolidation, merger, sale or
conveyance and any such assumption complies with the provisions of this Article
Twelve and that all conditions precedent herein provided relating to such
transactions have been complied with.


ARTICLE THIRTEEN.


Satisfaction and
Discharge of Indenture.


SECTION
13.01.  Satisfaction,
Discharge and Defeasance of Debt Securities of any Series.  The Company shall be deemed to have paid and
discharged the entire indebtedness on all the Debt Securities of a series, the
provisions of this Indenture (except as to (x) the rights of Holders of Debt
Securities of such series to receive, from the money, in the currency required,
and Government Obligations deposited with the Trustee pursuant to Section
13.02(1) or the interest and principal received by the Trustee in respect of
such Government Obligations, payment of the principal of (and premium, if any)
and any installment of principal of (and premium, if any) or interest on such
Debt Securities on the Stated Maturities thereof or upon the Redemption Dates
for Debt Securities required to be redeemed pursuant to any mandatory sinking
fund or analogous provisions relating to Debt Securities of that series or
pursuant to any call for redemption relating to Debt Securities of that series,
(y) the Company’s rights and obligations with respect to such Debt Securities
under Sections 3.06, 3.07, 13.03 and 13.04, 5.02, 5.04, 6.01, 8.06, 8.10, 8.11
and, to the extent applicable to such series, Article Four, so long as the
principal of (and premium, if any) and interest on the Debt Securities of such
series remain unpaid and, thereafter, only the Company’s rights and obligations
under Sections 5.04, 8.06, 13.03 and 13.04, and (z) the rights, powers, trusts,
duties and immunities of the Trustee with respect to the Debt Securities of
such series) as it relates to such Debt Securities shall no longer be in
effect, and the Trustee, at the expense of the Company, shall, upon Company
Request, execute proper instruments acknowledging the same if:


(a) (1) all Debt
Securities of such series therefore authenticated and delivered (other than (i)
Debt Securities which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 3.07 and (ii) Debt Securities for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and 



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thereafter repaid to the Company or discharged from
such trust, as provided in Sections 13.03 and 13.04) have been delivered to the
Trustee for cancellation;


(2)  the Company has paid or caused to be paid in
the currency required all other sums payable under this Indenture in respect of
the Debt Securities of such series; and


(3)  the Company has delivered to the Trustee an
Officers’ Certificate, an Opinion of Counsel and a written opinion of
independent public accountants, each stating that all conditions precedent
herein provided for relating to the satisfaction of the entire indebtedness of
all Debt Securities of any such series and the discharge of the Indenture as it
relates to such Debt Securities have been complied with; or


(b) (1) all Debt
Securities of such series not theretofore delivered to the Trustee for
cancellation (i) have become due and payable, or (ii) will become due and
payable at their Stated Maturity within one year, or (iii) are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption by the Trustee in the name, and at the
expense of the Company;


(2)  the condition described in paragraph (1) of
Section 13.02 has been satisfied; and


(3)  the conditions described in paragraphs (a)(2)
and (a)(3) of this Section 13.01 have been satisfied; or


(c) (1) the conditions
referred to in paragraphs (b)(2) and (b)(3) of this Section 13.01 have been
satisfied;


(2)  no Event of Default or event which with
notice or lapse of time would become an Event of Default shall have occurred
and be continuing on the date of the deposit referred to in paragraph (1) of
Section 13.02 or on the ninety-first day after the date of such deposit; provided, however, that should that
condition fail to be satisfied on or before such ninety-first day, the Trustee
shall promptly, upon satisfactory receipt of evidence of such failure, return
such deposit to the Company;


(3)  the Company has either (i) delivered to the
Trustee an opinion of counsel of a nationally-recognized independent tax
counsel to the effect that Holders of the Debt Securities of such series will
not recognize income, gain or loss for Federal income tax purposes as a result
of such deposit and the satisfaction, discharge and defeasance contemplated by
this paragraph (c) of this Section 13.01 and will be subject to Federal income
tax on the same amounts and in the same manner and at the same 



 64
 






 



times as would have been the case if such deposit and
defeasance had not occurred or (ii) the Company shall have received from, or
there shall have been published by, the United States Internal Revenue Service
a ruling to the effect stated in subsection (i) of this Section 13.01(c)(3);
and


(4)  the Company has received an Opinion of
Counsel to the effect that the satisfaction, discharge and defeasance
contemplated by this Section 13.01 will not result in the delisting of the Debt
Securities of that series from any nationally-recognized securities exchange on
which they are listed.


SECTION
13.02.  Defeasance
of Debt Securities of any Series. 
The provisions of this Indenture (except as to (x) the rights of Holders
of Debt Securities of any series to receive, from the money, in the currency
required, and Government Obligations deposited with the Trustee pursuant to
paragraph (1) below or the interest and principal received by the Trustee in
respect of such Government Obligations, payment of the principal of (and
premium, if any) and any installment of principal of (and premium, if any) or
interest on such Debt Securities on the Stated Maturities thereof or upon the
Redemption Dates for Debt Securities required to be redeemed pursuant to any
mandatory sinking or analogous provisions relating to Debt Securities of that
series or pursuant to any call for redemption relating to Debt Securities of
that series, (y) the Company’s rights and obligations with respect to such Debt
Securities under Sections 3.06, 3.07, 13.03, 13.04, Article Seven (other than
subsections (d) and (e) of Section 7.01), Sections 5.01, 5.02, 5.04, 6.01,
8.06, 8.10, 8.11 and, to the extent applicable to such series, Article Four, so
long as the principal of (and premium, if any) and interest on the Debt
Securities of such series remain unpaid and, thereafter, only the Company’s
rights and obligations under Sections 5.04, 8.06, 13.03 and 13.04, and (z) the
rights, powers, trusts, duties and immunities of the Trustee with respect to
the Debt Securities of such series) as it relates to Debt Securities of any
series shall no longer be in effect, and the Trustee, at the expense of the
Company shall, upon Company Request, execute proper instruments acknowledging
the same if:


(1)  the Company has deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose (A) the
Dollars or Foreign Currency, as applicable, in an amount, or (B) Government
Obligations which through the payment of interest and principal in respect
thereof in accordance with their terms will provide on or before the due date
of any payment in respect of such series of Debt Securities in an amount, or (C)
a combination thereof, sufficient, after payment of all Federal, state and
local taxes in respect thereof payable by the Trustee, in the opinion of a
nationally-recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge
(i) the principal of (and premium, if any) and each installment of principal
(and premium, if any) and interest on the Outstanding Debt Securities of that
series on the Stated Maturity of such principal or installment of principal or
interest and (ii) any mandatory sinking fund payments or analogous payments or
payments pursuant to any call for 



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redemption applicable to Debt Securities of such
series on the day on which such payments are due and payable in accordance with
the terms of the Indenture and such Debt Securities;


(2)  no Event of Default or event 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;


(3)  the interest of the Holders in such deposit
shall have been duly perfected under the applicable provisions of the Uniform
Commercial Code; and


(4)  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 defeasance contemplated by this
Section have been complied with.


SECTION
13.03.  Application
of Trust Funds; Indemnification. 
(a)  Subject to the provisions of
Section 13.04, all money and Government Obligations deposited with the Trustee
pursuant to Section 13.01 or 13.02 and all money received by the Trustee in
respect of Government Obligations deposited with the Trustee, shall be held in
trust and applied by it, in accordance with the provisions of the Debt
Securities and this Indenture, to the payment, either directly or through any
paying agent (including the Company acting as its own paying agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest for whose payment such money and Government
Obligations have been deposited with or received by the Trustee as contemplated
by Section 13.01 or 13.02.


(b)  The Company shall pay and shall indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against
Government Obligations deposited pursuant to Section 13.01 or 13.02 or the
interest and principal received in respect of such obligations, other than any
such tax, fee or other charge payable by or on behalf of Holders.  The Company shall be entitled to prompt
notice of an assessment or the commencement of any proceeding for which
indemnification may be sought hereunder and, at its election, to contest such
assessment or to participate in, assume the defense of, or settle such
proceeding.


(c)  The Trustee shall deliver or pay to the
Company from time to time upon Company Request any Government Obligations or
money held by it as provided in Section 13.01 or 13.02 which, in the opinion of
a nationally-recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are then in excess of
the amount thereof which then would have been required to be deposited for the
purpose for which such obligations or money were deposited or received.


(d)  If the Trustee is unable to apply any money
or Government Obligations in accordance with this Section 13.03 by reason of
any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company’s obligations under this Indenture and the 



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Debt Securities,
if any, of such series shall be revived and reinstated as though no deposit had
occurred pursuant to Section 13.02 until such time as the Trustee is permitted
to apply all such money or Government Obligations in accordance with this
Section 13.03; provided, however,
that if the Company has made any payment of interest on or principal of (and
premium, if any) on any Debt Securities, if any, of such series because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such series of Debt Securities, if any, to receive such
payment from the money or Government Obligations held by the Trustee.


SECTION
13.04.  Return
of Unclaimed Moneys.  Any
moneys deposited with or paid to the Trustee or any paying agent for payment of
the principal of and premium, if any, or interest on Debt Securities and not
applied but remaining unclaimed by the Holders of Debt Securities for two years
after the date upon which the principal of and premium, if any, or interest on
such Debt Securities, as the case may be, shall have become due and payable,
shall be repaid to the Company by the Trustee or such paying agent on demand;
and the Holder of any of the Debt Securities entitled to receive such payment
shall thereafter look only to the Company for any payment thereof.


ARTICLE FOURTEEN.


Immunity of Incorporators, Stockholders,


Officers, Directors, etc.


SECTION
14.01.  Indenture
and Debt Securities Solely Obligations of the Company.  No recourse under or upon any obligation,
covenant or agreement of this Indenture, any supplemental indenture, or of any
Debt Security, or for any claim based thereon or otherwise in respect thereof,
shall be had against any incorporator, organizer, stockholder, member, owner,
officer, director, manager or employee, as such, past, present or future, of
the Company or any Subsidiary or of any predecessor or successor Person, either
directly or through the Company, whether by virtue of any constitution, statute
or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this Indenture and the
obligations issued hereunder are solely obligations of the Company, and that no
such personal liability whatever shall attach to, or is or shall be incurred
by, any incorporator, organizer, stockholder, member, owner, officer, director,
manager or employee, as such, of the Company or of any predecessor or successor
Person, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture, or in any of the Debt Securities or implied
thereby; and that any and all such personal liability, either at common law or
in equity or by constitution or statute of, and any and all such rights and
claims against, every such incorporator, organizer, stockholder, member, owner,
officer, director, manager or employee, as such, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Debt
Securities or implied thereby, are hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issue of such Debt Securities.



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ARTICLE FIFTEEN.


Miscellaneous Provisions.


SECTION
15.01.  Provisions
Binding on Successors of the Company.  All of the covenants, stipulations, promises
and agreements in this Indenture contained by the Company shall bind its
successors and assigns whether so expressed or not.


SECTION
15.02.  Indenture
for Sole Benefit of Parties and Holders of Debt Securities.  Nothing in this Indenture or in the Debt
Securities, expressed or implied, shall give or be construed to give to any
Person, firm or corporation, other than the parties hereto, any agent of the
Trustee or the Company under this Indenture and the Holders of the Debt
Securities, any legal or equitable right, remedy or claim under or in respect
of this Indenture, or under any covenant, condition or provision herein
contained; all such covenants, conditions and provisions being, subject to the
provisions of Articles Twelve and Fourteen, for the sole benefit of the parties
hereto, any agent of the Trustee or the Company under this Indenture and the
Holders of the Debt Securities.


SECTION
15.03.  Addresses
for Notices, etc.  Any notice
or demand which by any provision of this Indenture is required or permitted to
be given or served by the Trustee or by the Holders of Debt Securities on the
Company may be given or served by being deposited, registered or certified mail
postage prepaid, in a post office letter box in the United States addressed
(until another address is filed by the Company with the Trustee) to the
Company, 2801 80th Street, Kenosha, Wisconsin 53143, Attention: Secretary.  Any notice, direction, request or demand by
any Holder of a Debt Security or the Company to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
made in writing at the principal office of the Trustee, addressed to the
attention of its Trust Department.  Any
notice, report or other instrument required by any of the provisions of this
Indenture to be given by the Trustee to the Holders of Debt Securities of any
or all series shall be deemed to have been sufficiently given, for all
purposes, when mailed by first class mail.


SECTION
15.04.  New
York Contract.  This Indenture
and the Debt Securities shall for all purposes be construed in accordance with
and governed by the laws of the State of New York.


SECTION
15.05.  Evidence
of Compliance with Conditions Precedent.  Upon any Company request to the Trustee to take
any action under any of the provisions of this Indenture, the Company shall
furnish to the Trustee an Officers’ Certificate stating that all conditions
precedent, if any (including any covenant, compliance with which constitutes a
condition precedent) provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such document is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.



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Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture shall include (1) a statement that the Person making such
certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such Person, he has made such examination
or investigation as is necessary to enable him to express an informed opinion
as to whether or not such covenant or condition has been complied with; and (4)
a statement as to whether or not, in the opinion of such Person, such condition
or covenant has been complied with.


SECTION
15.06.  Legal
Holidays.  In any case where
the date of maturity of interest on or principal of or premium, if any, on any
series of Debt Securities or the date fixed for redemption of any Debt Security
or Debt Securities will be a legal holiday or a day on which banking
institutions are legally authorized or obligated to close in New York or any
other location where a paying agent appointed pursuant to Section 5.02 is
located, then payment of such interest on or principal of and premium, if any,
on such Debt Securities need not be made by such paying agent on such date but
may be made by such paying agent on the next succeeding business day that is
not a day in such location that is either a legal holiday or a day on which
banking institutions are legally authorized or obligated to close, with the
same force and effect as if made on such date of maturity or the date fixed for
redemption and no interest shall accrue for the period from and after such
prior date.


SECTION
15.07.  Trust
Indenture Act of 1939 to Control. 
If any provision hereof limits, qualifies or conflicts with the duties
imposed by any of Sections 310 through 317 of the Trust Indenture Act of 1939,
by the operation of Section 318(c) thereof, such imposed duties shall control,
except as, and to the extent, expressly excluded from this Indenture, as
permitted by the Trust Indenture Act of 1939. 
If any provision of this Indenture modifies or excludes any provision of
the Trust Indenture Act of 1939 that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.


SECTION
15.08.  Table
of Contents, Headings, etc. 
The table of contents and the titles and headings of the articles and
sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.


SECTION
15.09.  Determination
of Principal Amount.  In
determining whether the Holders of the requisite principal amount of
Outstanding Debt Securities of any series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose, (i) the
principal amount of an Original Issue Discount Debt Security that shall be
deemed to be Outstanding for such purposes shall be the amount of the principal
thereof that would be due and payable as of the date of such determination upon
a declaration of acceleration of the maturity thereof pursuant to Section 7.01,
(ii) the principal amount of any Debt Securities denominated in 



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a Foreign Currency
that shall be deemed to be Outstanding for such purposes shall be determined by
converting the Foreign Currency into Dollars at the Market Exchange Rate as of
the date of such determination and (iii) the principal amount of any Indexed
Debt Security that shall be deemed to be Outstanding for such purposes shall be
the amount of the principal face amount of such Indexed Debt Security at
original issuance, unless otherwise provided in or pursuant to this Indenture.


SECTION
15.10.  Execution
in Counterparts.  This
Indenture may be executed in any number of counterparts, each of which shall be
an original and such counterparts shall together constitute but one and the
same instrument.  U.S. Bank National
Association hereby accepts the trusts in this Indenture declared and provided,
upon the terms and conditions hereinabove set forth.


[SIGNATURE PAGE
FOLLOWS]



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IN WITNESS
WHEREOF, the undersigned have executed this Indenture as of the date first set
forth above.


	
   

  	
  SNAP-ON INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Martin M. Ellen

  	
   

  
	
   

  	
  Name: Martin M. Ellen

  
	
   

  	
  Title:  
  Senior Vice President-Finance

  
	
   

  	
              And Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gene E. Ploeger

  	
   

  
	
   

  	
  Name:   Gene
  E. Ploeger

  
	
   

  	
  Title:     
  Vice President

  



 


Signature Page to
Indenture









 



 


	
  STATE OF WISCONSIN

  	
  )

  
	
   

  	
  )

  	
  SS:

  
	
  COUNTY OF KENOSHA

  	
  )

  



 


On the 5th day of January, 2007, before me
personally came Martin M. Ellen to me known, who, being by me duly sworn, did
depose and say that he or she is Sr. V. P. Finance & CFO of SNAP-ON
INCORPORATED, one of the corporations described in and which executed the
foregoing instrument; that he or she signed his name thereto; and said he or
she acknowledged said instrument to be his or her free act and deed and the
free act and deed of said corporation.


WITNESS
my hand and official seal the day and year first above written.


	
  

  	
  /s/ Shelly J. Lange

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
   

  	
   

  
	
  (NOTARIAL SEAL)

  	
  My commission expires:

  	
  April 1, 2007

  	
   

  
					



 









 



 


	
  STATE OF WISCONSIN

  	
  )

  
	
   

  	
  )

  	
  SS:

  
	
  COUNTY OF MILWAUKEE

  	
  )

  



 


On the 8th day of January, 2007, before me personally
came Gene E. Ploeger, to me known, who, being by me duly sworn, did depose and
say that he or she is Vice President of U.S. BANK NATIONAL ASSOCIATION, one of
the corporations described in and which executed the foregoing instrument; that
he or she signed his or her name thereto; and said he or she acknowledged said
instrument to be his or her free act and deed and the free act and deed of said
corporation.


WITNESS
my hand and official seal the day and year first above written.


	
  

  	
  /s/ Steven Post

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
   

  	
   

  
	
  (NOTARIAL SEAL)

  	
  My commission expires:

  	
  12/19/2010