Exhibit 4.4


 




 





 


INDENTURE


 


between


 


PARK PLACE ENTERTAINMENT CORPORATION


 


and


 


 


NORWEST BANK MINNESOTA, N.A.,

as Trustee


 


 


Dated as of November 9, 1999


 










 




 





 





















 


	
  ARTICLE ONE

  	
  DEFINITIONS
  AND OTHER PROVISIONS OF GENERAL APPLICATION

  	
   

  
	
   

  	
   

  
	
  Section 1.01.
  DEFINITIONS

  	
   

  
	
   

  	
   

  
	
  Section 1.02.
  COMPLIANCE CERTIFICATES AND OPINIONS

  	
   

  
	
   

  	
   

  
	
  Section 1.03.
  FORM OF DOCUMENTS DELIVERED TO TRUSTEE

  	
   

  
	
   

  	
   

  
	
  Section 1.04.
  NOTICES, ETC., TO TRUSTEE AND COMPANY

  	
   

  
	
   

  	
   

  
	
  Section 1.05.
  NOTICE TO HOLDERS; WAIVER

  	
   

  
	
   

  	
   

  
	
  Section 1.06.
  CONFLICT WITH TRUST INDENTURE ACT

  	
   

  
	
   

  	
   

  
	
  Section 1.07.
  COUNTERPARTS; EFFECT OF HEADINGS AND TABLE OF CONTENTS

  	
   

  
	
   

  	
   

  
	
  Section 1.08.
  SUCCESSORS AND ASSIGNS

  	
   

  
	
   

  	
   

  
	
  Section 1.09.
  SEPARABILITY CLAUSE

  	
   

  
	
   

  	
   

  
	
  Section 1.10.
  BENEFITS OF INDENTURE

  	
   

  
	
   

  	
   

  
	
  Section 1.11.
  GOVERNING LAW

  	
   

  
	
   

  	
   

  
	
  Section 1.12.
  LEGAL HOLIDAYS

  	
   

  
	
   

  	
   

  
	
  Section 1.13.
  NO RECOURSE AGAINST OTHERS

  	
   

  
	
   

  	
   

  
	
  ARTICLE TWO

  	
  DEBT
  SECURITY FORMS

  	
   

  
	
   

  	
   

  
	
  Section 2.01.
  FORMS GENERALLY

  	
   

  
	
   

  	
   

  
	
  Section 2.02.
  FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION

  	
   

  
	
   

  	
   

  
	
  Section 2.03.
  SECURITIES IN GLOBAL FORM

  	
   

  
	
   

  	
   

  
	
  ARTICLE THREE  THE
  DEBT SECURITIES

  	
   

  
	
   

  	
   

  
	
  Section 3.01.
  AMOUNT UNLIMITED; ISSUABLE IN SERIES

  	
   

  
	
   

  	
   

  
	
  Section 3.02.
  DENOMINATIONS

  	
   

  
	
   

  	
   

  
	
  Section 3.03.
  EXECUTION, AUTHENTICATION, DELIVERY AND DATING

  	
   

  
	
   

  	
   

  
	
  Section 3.04.
  TEMPORARY DEBT SECURITIES; EXCHANGE OF TEMPORARY GLOBAL NOTES FOR DEFINITIVE
  BEARER SECURITIES; GLOBAL NOTES REPRESENTING REGISTERED SECURITIES

  	
   

  



 


i





















 


	
  Section 3.05.
  REGISTRATION, TRANSFER AND EXCHANGE

  	
   

  
	
   

  	
   

  
	
  Section 3.06.
  MUTILATED, DESTROYED, LOST AND STOLEN DEBT SECURITIES

  	
   

  
	
   

  	
   

  
	
  Section 3.07.
  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED

  	
   

  
	
   

  	
   

  
	
  Section 3.08.
  CANCELLATION

  	
   

  
	
   

  	
   

  
	
  Section 3.09.
  COMPUTATION OF INTEREST

  	
   

  
	
   

  	
   

  
	
  Section 3.10.
  CURRENCY OF PAYMENTS IN RESPECT OF DEBT SECURITIES

  	
   

  
	
   

  	
   

  
	
  Section 3.11.
  JUDGMENTS

  	
   

  
	
   

  	
   

  
	
  Section 3.12.
  EXCHANGE UPON DEFAULT

  	
   

  
	
   

  	
   

  
	
  Section 3.13.
  MANDATORY DISPOSITION OF DEBT SECURITIES PURSUANT TO GAMING LAWS

  	
   

  
	
   

  	
   

  
	
  Section 3.14.
  CUSIP NUMBERS

  	
   

  
	
   

  	
   

  
	
  ARTICLE FOUR  SATISFACTION
  AND DISCHARGE

  	
   

  
	
   

  	
   

  
	
  Section 4.01.
  SATISFACTION AND DISCHARGE OF INDENTURE

  	
   

  
	
   

  	
   

  
	
  Section 4.02.
  APPLICATION OF TRUST MONEY

  	
   

  
	
   

  	
   

  
	
  ARTICLE FIVE  REMEDIES

  	
   

  
	
   

  	
   

  
	
  Section 5.01.
  EVENTS OF DEFAULT

  	
   

  
	
   

  	
   

  
	
  Section 5.02.
  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT

  	
   

  
	
   

  	
   

  
	
  Section 5.03.
  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE

  	
   

  
	
   

  	
   

  
	
  Section 5.04.
  TRUSTEE MAY FILE PROOFS OF CLAIM

  	
   

  
	
   

  	
   

  
	
  Section 5.05.
  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF DEBT SECURITIES

  	
   

  
	
   

  	
   

  
	
  Section 5.06.
  APPLICATION OF MONEY COLLECTED

  	
   

  
	
   

  	
   

  
	
  Section 5.07.
  LIMITATION ON SUITS

  	
   

  



 


ii





















 


	
  Section 5.08.
  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST

  	
   

  
	
   

  	
   

  
	
  Section 5.09.
  RESTORATION OF RIGHTS AND REMEDIES

  	
   

  
	
   

  	
   

  
	
  Section 5.10.
  RIGHTS AND REMEDIES CUMULATIVE

  	
   

  
	
   

  	
   

  
	
  Section 5.11.
  DELAY OR OMISSION NOT WAIVER

  	
   

  
	
   

  	
   

  
	
  Section 5.12.
  CONTROL BY HOLDERS

  	
   

  
	
   

  	
   

  
	
  Section 5.13.
  WAIVER OF PAST DEFAULTS

  	
   

  
	
   

  	
   

  
	
  Section 5.14.
  UNDERTAKING FOR COSTS

  	
   

  
	
   

  	
   

  
	
  Section 5.15.
  WAIVER OF STAY OR EXTENSION LAWS

  	
   

  
	
   

  	
   

  
	
  ARTICLE SIX  THE
  TRUSTEE

  	
   

  
	
   

  	
   

  
	
  Section 6.01.
  CERTAIN DUTIES AND RESPONSIBILITIES

  	
   

  
	
   

  	
   

  
	
  Section 6.02.
  NOTICE OF DEFAULTS

  	
   

  
	
   

  	
   

  
	
  Section 6.03.
  CERTAIN RIGHTS OF TRUSTEE

  	
   

  
	
   

  	
   

  
	
  Section 6.04.
  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF DEBT SECURITIES

  	
   

  
	
   

  	
   

  
	
  Section 6.05.
  MAY HOLD DEBT SECURITIES

  	
   

  
	
   

  	
   

  
	
  Section 6.06.
  MONEY HELD IN TRUST

  	
   

  
	
   

  	
   

  
	
  Section 6.07.
  COMPENSATION AND REIMBURSEMENT

  	
   

  
	
   

  	
   

  
	
  Section 6.08.
  DISQUALIFICATION; CONFLICTING INTERESTS

  	
   

  
	
   

  	
   

  
	
  Section 6.09.
  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY

  	
   

  
	
   

  	
   

  
	
  Section 6.10.
  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR

  	
   

  
	
   

  	
   

  
	
  Section 6.11.
  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR

  	
   

  
	
   

  	
   

  
	
  Section 6.12.
  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS

  	
   

  
	
   

  	
   

  
	
  Section 6.13.
  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY

  	
   

  
	
   

  	
   

  
	
  Section 6.14.
  APPOINTMENT OF AUTHENTICATING AGENT

  	
   

  



 


iii





















 


	
  Section 6.15.
  TRUSTEE’S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY

  	
   

  
	
   

  	
   

  
	
  ARTICLE SEVEN  HOLDERS’
  LISTS AND REPORTS BY TRUSTEE AND COMPANY

  	
   

  
	
   

  	
   

  
	
  Section 7.01.
  COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS

  	
   

  
	
   

  	
   

  
	
  Section 7.02.
  PRESERVATION OF INFORMATION; COMMUNICATION TO HOLDERS

  	
   

  
	
   

  	
   

  
	
  Section 7.03.
  REPORTS BY TRUSTEE

  	
   

  
	
   

  	
   

  
	
  Section 7.04.
  REPORTS BY COMPANY

  	
   

  
	
   

  	
   

  
	
  ARTICLE EIGHT  CONCERNING
  THE HOLDERS

  	
   

  
	
   

  	
   

  
	
  Section 8.01.
  ACTS OF HOLDERS

  	
   

  
	
   

  	
   

  
	
  Section 8.02.
  PROOF OF OWNERSHIP; PROOF OF EXECUTION OF INSTRUMENTS BY HOLDER

  	
   

  
	
   

  	
   

  
	
  Section 8.03.
  PERSONS DEEMED OWNERS

  	
   

  
	
   

  	
   

  
	
  Section 8.04.
  REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND

  	
   

  
	
   

  	
   

  
	
  ARTICLE NINE  HOLDERS’
  MEETINGS

  	
   

  
	
   

  	
   

  
	
  Section 9.01.
  PURPOSES OF MEETINGS

  	
   

  
	
   

  	
   

  
	
  Section 9.02.
  CALL OF MEETINGS BY TRUSTEE

  	
   

  
	
   

  	
   

  
	
  Section 9.03.
  CALL OF MEETINGS BY COMPANY OR HOLDERS

  	
   

  
	
   

  	
   

  
	
  Section 9.04.
  QUALIFICATIONS FOR VOTING

  	
   

  
	
   

  	
   

  
	
  Section 9.05.
  REGULATIONS

  	
   

  
	
   

  	
   

  
	
  Section 9.06.
  VOTING

  	
   

  
	
   

  	
   

  
	
  Section 9.07. NO DELAY OF RIGHTS BY MEETING

  	
   

  
	
   

  	
   

  
	
  ARTICLE TEN  MERGER,
  CONSOLIDATION, OR SALE OF ASSETS

  	
   

  
	
   

  	
   

  
	
  Section 10.01. COMPANY MAY CONSOLIDATE,
  MERGE OR SELL ITS ASSETS ONLY ON CERTAIN TERMS

  	
   

  
	
   

  	
   

  
	
  Section 10.02. SUCCESSOR CORPORATION SUBSTITUTED

  	
   

  



 


iv





















 


	
  ARTICLE ELEVEN  SUPPLEMENTAL
  INDENTURES

  	
   

  
	
   

  	
   

  
	
  Section 11.01. SUPPLEMENTAL INDENTURES WITHOUT
  CONSENT OF HOLDERS

  	
   

  
	
   

  	
   

  
	
  Section 11.02. SUPPLEMENTAL INDENTURES WITH
  CONSENT OF HOLDERS

  	
   

  
	
   

  	
   

  
	
  Section 11.03. EXECUTION OF SUPPLEMENTAL
  INDENTURES

  	
   

  
	
   

  	
   

  
	
  Section 11.04. EFFECT OF SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  
	
  Section 11.05. CONFORMITY WITH TRUST INDENTURE
  ACT

  	
   

  
	
   

  	
   

  
	
  Section 11.06. REFERENCE IN DEBT SECURITIES TO
  SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  
	
  ARTICLE TWELVE  COVENANTS

  	
   

  
	
   

  	
   

  
	
  Section 12.01. PAYMENT OF PRINCIPAL, PREMIUM AND
  INTEREST

  	
   

  
	
   

  	
   

  
	
  Section 12.02. OFFICER’S CERTIFICATE AS TO
  COMPLIANCE

  	
   

  
	
   

  	
   

  
	
  Section 12.03. MAINTENANCE OF OFFICE OR AGENCY

  	
   

  
	
   

  	
   

  
	
  Section 12.04. MONEY FOR DEBT SECURITIES;
  PAYMENTS TO BE HELD IN TRUST

  	
   

  
	
   

  	
   

  
	
  Section 12.05. CORPORATE EXISTENCE

  	
   

  
	
   

  	
   

  
	
  Section 12.06. WAIVER OF CERTAIN COVENANTS

  	
   

  
	
   

  	
   

  
	
  ARTICLE THIRTEEN  REDEMPTION
  OF DEBT SECURITIES

  	
   

  
	
   

  	
   

  
	
  Section 13.01. APPLICABILITY OF ARTICLE

  	
   

  
	
   

  	
   

  
	
  Section 13.02. ELECTION TO REDEEM; NOTICE TO
  TRUSTEE

  	
   

  
	
   

  	
   

  
	
  Section 13.03. SELECTION BY TRUSTEE OF DEBT
  SECURITIES TO BE REDEEMED

  	
   

  
	
   

  	
   

  
	
  Section 13.04. NOTICE OF REDEMPTION

  	
   

  
	
   

  	
   

  
	
  Section 13.05. DEPOSIT OF REDEMPTION PRICE

  	
   

  
	
   

  	
   

  
	
  Section 13.06. DEBT SECURITIES PAYABLE ON
  REDEMPTION DATE

  	
   

  
	
   

  	
   

  
	
  Section 13.07. DEBT SECURITIES REDEEMED IN PART

  	
   

  



 


v





















 


	
  ARTICLE FOURTEEN  SINKING
  FUNDS

  	
   

  
	
   

  	
   

  
	
  Section 14.01. APPLICABILITY OF ARTICLE

  	
   

  
	
   

  	
   

  
	
  Section 14.02. SATISFACTION OF MANDATORY SINKING
  FUND PAYMENTS WITH DEBT SECURITIES

  	
   

  
	
   

  	
   

  
	
  Section 14.03. REDEMPTION OF DEBT SECURITIES FOR
  SINKING FUND

  	
   

  
	
   

  	
   

  
	
  ARTICLE FIFTEEN  DEFEASANCE

  	
   

  
	
   

  	
   

  
	
  Section 15.01. APPLICABILITY OF ARTICLE

  	
   

  
	
   

  	
   

  
	
  Section 15.02. DEFEASANCE UPON DEPOSIT OF MONEYS
  OR U.S. GOVERNMENT OBLIGATIONS

  	
   

  
	
   

  	
   

  
	
  Section 15.03. DEPOSITED MONEYS AND U.S.
  GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST

  	
   

  
	
   

  	
   

  
	
  Section 15.04. REPAYMENT TO COMPANY

  	
   

  
	
   

  	
   

  
	
  ARTICLE SIXTEEN  CONVERSION

  	
   

  
	
   

  	
   

  
	
  Section 16.01. APPLICABILITY; CONVERSION
  PRIVILEGE

  	
   

  
	
   

  	
   

  
	
  Section 16.02. CONVERSION PROCEDURE; CONVERSION
  PRICE; FRACTIONAL SHARES

  	
   

  
	
   

  	
   

  
	
  Section 16.03. ADJUSTMENT OF CONVERSION PRICE FOR
  COMMON STOCK

  	
   

  
	
   

  	
   

  
	
  Section 16.04. CONSOLIDATION OR MERGER OF THE
  COMPANY

  	
   

  
	
   

  	
   

  
	
  Section 16.05. NOTICE OF ADJUSTMENT

  	
   

  
	
   

  	
   

  
	
  Section 16.06. NOTICE IN CERTAIN EVENTS

  	
   

  
	
   

  	
   

  
	
  Section 16.07. COMPANY TO RESERVE STOCK;
  REGISTRATION; LISTING

  	
   

  
	
   

  	
   

  
	
  Section 16.08. TAXES ON CONVERSION

  	
   

  
	
   

  	
   

  
	
  Section 16.09. CONVERSION AFTER RECORD DATE

  	
   

  
	
   

  	
   

  
	
  Section 16.10. COMPANY DETERMINATION FINAL

  	
   

  
	
  S

  	
   

  
	
  Section 16.11. TRUSTEE’S DISCLAIMER

  	
   

  



 


vi





















 


	
  Exhibit A

  	
  —

  	
  Form of Redeemable or
  Nonredeemable Debt Security

  
	
  Exhibit B

  	
  —

  	
  Form of Coupon

  
	
  Exhibit C

  	
  —

  	
  Form of Certificate to be Given
  by Person Entitled to Receive Bearer Security or Interest Prior to an
  Exchange Date

  
	
  Exhibit D

  	
  —

  	
  Form of Certificate to be Given
  by Euro-Clear and Cedel, S.A.

  



 


vii





















 


Reconciliation and tie between Trust Indenture Act of
1939

and Indenture, dated as of January    , 1999


 


	
  TRUST
  INDENTURE ACT SECTION

  	
   

  	
  INDENTURE SECTION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 310

  	
   

  	
  (a) (1)

  	
   

  	
   

  	
  6.09

  
	
   

  	
   

  	
  (a) (2)

  	
   

  	
   

  	
  6.09

  
	
   

  	
   

  	
  (a) (3)

  	
   

  	
   

  	
  Not
  Applicable

  
	
   

  	
   

  	
  (a) (4)

  	
   

  	
   

  	
  Not
  Applicable

  
	
   

  	
   

  	
  (a) (5)

  	
   

  	
   

  	
  6.09

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
  6.08,
  6.10

  
	
   

  	
   

  	
  (c)

  	
   

  	
   

  	
  Not
  Applicable

  
	
  Section 311

  	
   

  	
  (a)

  	
   

  	
   

  	
  6.13(a)

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
  6.13(b)

  
	
   

  	
   

  	
  (c)

  	
   

  	
   

  	
  Not
  Applicable

  
	
  Section 312

  	
   

  	
  (a)

  	
   

  	
   

  	
  7.01,
  7.02(a)

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
  7.02(b)

  
	
   

  	
   

  	
  (c)

  	
   

  	
   

  	
  7.02(c)

  
	
  Section 313

  	
   

  	
  (a)

  	
   

  	
   

  	
  7.03(a)

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
  7.03(b)

  
	
   

  	
   

  	
  (c)

  	
   

  	
   

  	
  7.03(a),
  7.03(c)

  
	
   

  	
   

  	
  (d)

  	
   

  	
   

  	
  7.03(d)

  
	
  Section 314

  	
   

  	
  (a)

  	
   

  	
   

  	
  7.04,
  12.02

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
  Not
  Applicable

  
	
   

  	
   

  	
  (c) (1)

  	
   

  	
   

  	
  1.02

  
	
   

  	
   

  	
  (c) (2)

  	
   

  	
   

  	
  1.02

  
	
   

  	
   

  	
  (c) (3)

  	
   

  	
   

  	
  Not
  Applicable

  
	
   

  	
   

  	
  (d)

  	
   

  	
   

  	
  Not
  Applicable

  
	
   

  	
   

  	
  (e)

  	
   

  	
   

  	
  1.02

  
	
  Section 315

  	
   

  	
  (a)

  	
   

  	
   

  	
  6.01(a),
  6.01(c)

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
  6.02,
  7.03(a)(7)

  
	
   

  	
   

  	
  (c)

  	
   

  	
   

  	
  6.01(b)

  
	
   

  	
   

  	
  (d) (1)

  	
   

  	
   

  	
  6.01(a)

  
	
   

  	
   

  	
  (d) (2)

  	
   

  	
   

  	
  6.01(c)(2)

  
	
   

  	
   

  	
  (d)(3)

  	
   

  	
   

  	
  6.01(c)(3)

  
	
   

  	
   

  	
  (e)

  	
   

  	
   

  	
  5.14

  
	
  Section 316

  	
   

  	
  (a) (1) (A)

  	
   

  	
   

  	
  5.02,
  5.12

  
	
   

  	
   

  	
  (a) (1) (B)

  	
   

  	
   

  	
  5.13

  
	
   

  	
   

  	
  (a) (2)

  	
   

  	
   

  	
  Not
  Applicable

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
  5.08

  
	
   

  	
   

  	
  (c)

  	
   

  	
   

  	
  Not
  Applicable

  
	
  Section 317

  	
   

  	
  (a) (1)

  	
   

  	
   

  	
  5.03

  
	
   

  	
   

  	
  (a) (2)

  	
   

  	
   

  	
  5.04

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
  12.04

  
	
  Section 318

  	
   

  	
   

  	
   

  	
   

  	
  1.06

  



 


viii





















 










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


 


Attention should also be directed to Section 318(c) of
the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), which
provides that the provisions of Sections 310 to and including 317 of the Trust
Indenture Act are a part of and govern every qualified indenture, whether or
not physically contained therein.


 


ix





















 


INDENTURE dated as of November 9, 1999 by and
between PARK PLACE ENTERTAINMENT CORPORATION, a Delaware corporation (the “Company”),
having its principal executive office at 3930 Howard Hughes Parkway, Las Vegas,
Nevada  89109 and NORWEST BANK MINNESOTA,
N.A. (the “Trustee”), having its Corporate Trust Office at Sixth and Marquette,
Minneapolis, Minnesota  55479.


 


RECITALS OF THE COMPANY


 


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


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE ONE


 


DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


Section 1.01.                             DEFINITIONS.


 


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


 


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


 


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


 


(3)           all accounting
terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles or as provided with
respect to any series of Debt Securities, and, except as otherwise herein
provided or as provided with respect to any series of Debt Securities, the term
“generally accepted accounting principles” or “GAAP” with respect to any
computation required or permitted hereunder with respect to any series of Debt
Securities, shall mean such as set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other


 


1





















 


statements by such other entity as have been approved
by a significant segment of the accounting profession which are in effect as of
the date of determination; and


 


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


 


(5)           certain terms, used principally in Article Three or Article Six,
are defined in those respective Articles.


 


“Act” when used with respect to any Holder, has the
meaning specified in Section 8.01.


 


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


 


“Authenticating Agent” has the meaning specified in Section 6.14.


 


“Authorized Newspaper” means a newspaper in an
official language of the country of publication customarily published at least
once a day, and customarily published for at least five days in each calendar
week, and of general circulation in the place in connection with which the term
is used or in the financial community of such place.  Where successive publications are required to
be made in Authorized Newspapers, the successive publications may be made in
the same or in different newspapers in the same city meeting the foregoing
requirements and in each case on any Business Day in such city.


 


“Bearer Security” means any Debt Security, in the form
established pursuant to Section 2.01, which is payable to bearer.


 


“Board of Directors” means either the board of
directors of the Company or any committee of that board or any other committee
of the Company, duly authorized by the board of directors of the Company to act
hereunder.


 


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


 


“Business Day” when used with respect to any Place of
Payment or any other particular location referred to in this Indenture or in
the Debt Securities means any day which is not a Saturday, a Sunday or a legal
holiday or a day on which banking institutions or trust companies in that Place
of Payment or other location are authorized or obligated by law to close,
except as otherwise specified pursuant to Section 3.01.


 


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


 


“Closing Price” of the Common Stock shall mean the
last reported sale price of such stock (regular way) as shown on the Composite
Tape of the New York Stock Exchange or, in


 


2





















 


case no such sale takes
place on such day, the average of the closing bid and asked prices on the New
York Stock Exchange.


 


“Code” means the Internal Revenue Code of 1986, as amended.


 


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


 


“Common Depositary” has the meaning specified in Section 3.04(b).


 


“Common Stock” shall mean the class of Common Stock,
par value $.01 per share, of the Company authorized at the date of this
Indenture as originally signed, or any other class of stock resulting from
successive changes or reclassifications of such Common Stock, and in any such
case including any shares thereof authorized after the date of this Indenture,
and any other shares of stock of the Company which do not have any priority in
the payment of dividends or upon liquidation over any other class of stock.


 


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


 


“Company Request” and “Company Order” mean,
respectively, a written request or order signed in the name of the Company by
the President or an Executive or Senior Vice President and by the Treasurer, an
Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or
an Assistant Secretary of the Company, and delivered to the Trustee.


 


“Component Currency” has the meaning specified in Section 3.10(i).


 


“Consolidated Net Tangible Assets” means the total
amount of assets (including investments in Joint Ventures) of the Company and
its subsidiaries (less applicable depreciation, amortization and other
valuation reserves) after deducting therefrom (a) all current liabilities
of the Company and its subsidiaries (excluding (i) the current portion of
long-term indebtedness, (ii) intercompany liabilities and (iii) any
liabilities which are by their terms renewable or extendible at the option of
the obligor thereon to a time more than 12 months from the time as of which the
amount thereof is being computed) and (b) all goodwill, trade names,
trademarks, patents, unamortized debt discount and any other like intangibles,
all as set forth on the most recent consolidated balance sheet of the Company
and computed in accordance with generally accepted accounting principles.


 


“Conversion Agent” means any Person authorized by the
Company to receive Debt Securities to be converted into Common Stock on behalf
of the Company.  The Company initially
authorizes the Trustee to act as Conversion Agent for the Debt Securities on
its behalf.  The Company may at any time
or from time to time authorize one or more Persons to act as Conversion Agent
in addition to or in place of the Trustee with respect to any series of Debt
Securities issued under this Indenture.


 


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


 


3





















 


“Conversion Event” means the cessation of (i) a
Foreign Currency 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, (ii) the ECU to be used
both within the European Monetary System and for the settlement of transactions
by public institutions of or within the European Communities or (iii) any
Currency unit other than the ECU to be used for the purposes for which it was
established.


 


“Conversion Price” means, with respect to any series
of Debt Securities which are convertible into Common Stock, the price per share
of Common Stock at which the Debt Securities of such series are so convertible
pursuant to Section 3.01 with respect to such series, as the same may be
adjusted from time to time in accordance with Section 16.03.


 


“Corporate Trust Office” means the principal corporate
trust office of the Trustee at which at any particular time its corporate trust
business shall be administered, which office at the date of execution of this
instrument is located at Sixth and Marquette, Minneapolis, Minnesota  55479.


 


“corporation” means a corporation, association,
company or business trust.


 


“Coupon” means any interest coupon appertaining to any
Debt Security.


 


“Coupon Security” means any Bearer Security
authenticated and delivered with one or more Coupons appertaining thereto.


 


“Currency” means Dollars or Foreign Currency.


 


“Currency Determination Agent” means the New York
Clearing House bank, if any, from time to time selected by the Trustee for
purposes of Section 3.10; PROVIDED that such agent shall accept such
appointment in writing and the terms of such appointment shall be acceptable to
the Company and shall, in the opinion of the Company and the Trustee at the
time of such appointment, require such agent to make the determinations
required by this Indenture by a method consistent with the method provided in
this Indenture for the making of such decision or determination.


 


“Current Market Price” on any date shall mean the
average of the daily Closing Prices per share of Common Stock for any thirty
(30) consecutive Trading Days selected by the Company prior to the date in
question, which thirty (30) consecutive Trading Day period shall not commence
more than forty-five (45) Trading Days prior to the day in question; PROVIDED
that with respect to Section 16.03(3), the “Current Market Price” of the
Common Stock shall mean the average of the daily Closing Prices per share of
Common Stock for the five (5) consecutive Trading Days ending on the date
of the distribution referred to in Section 16.03(3) (or if such date
shall not be a Trading Day, on the Trading Day immediately preceding such
date).


 


“Debt Securities” has the meaning stated in the first
recital of this Indenture and more particularly means any Debt Securities
(including any Global Note) authenticated and delivered under this Indenture;
PROVIDED, HOWEVER, that, if at any time there is more than one Person acting as
Trustee under this Indenture, “Debt Securities” with respect to the Indenture
as to which such Person is Trustee shall have the meaning stated in the first
recital of this Indenture and shall more particularly mean Debt Securities
authenticated and delivered under this


 


4





















 


Indenture, exclusive,
however, of Debt Securities of any series as to which such Person is not
Trustee.


 


“Default” means any event that after notice or lapse
of time, or both, would become an Event of Default.


 


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


 


“Discharged” has the meaning specified in Section 15.02.


 


“Discount Security” means any Debt Security which is
issued with “original issue discount” within the meaning of Section 1273(a) of
the Code (or any successor provision) and the regulations thereunder.


 


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


 


“Dollar Equivalent of the Currency Unit” has the
meaning specified in Section 3.10(h).


 


“Dollar Equivalent of the Foreign Currency” has the
meaning specified in Section 3.10(g).


 


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


 


“Election Date” has the meaning specified in Section 3.10(i).


 


“Euro-clear Operator” means Morgan Guaranty Trust
Company of New York, Brussels office, or its successor, as operator of the
Euro-clear System.


 


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


 


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


 


“Event of Default” has the meaning specified in Section 5.01.


 


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


 


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


 


5





















 


“Floating Rate Security” means a Debt Security which
provides for the payment of interest at a variable rate determined periodically
by reference to an interest rate index or any other index specified pursuant to
Section 3.01.


 


 “Foreign
Currency” means a currency issued by the government of any country other than
the United States or a composite currency or currency unit the value of which
is determined by reference to the values of the currencies of any group of
countries.


 


“Gaming Authority” means the Nevada Gaming Commission,
the Nevada State Gaming Control Board, the New Jersey Casino Control Commission
or any similar commission or agency which has, or may at any time after the
date of this Indenture have, jurisdiction over the gaming activities of the
Company or a subsidiary of the Company or any successor thereto.


 


 “Gaming Laws”
means the gaming laws of a jurisdiction or jurisdictions to which the Company
or a subsidiary of the Company is, or may at any time after the date of this
Indenture be, subject.


 


“Global Note” means a Registered or Bearer Security
evidencing all or part of a series of Debt Securities, including, without
limitation, any temporary or permanent Global Note.


 


“Holder” means, with respect to a Registered Security,
the Registered Holder, and with respect to a Bearer Security or a Coupon, the
bearer thereof.


 


“Indenture” means this instrument as originally
executed, or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and, unless the context otherwise requires, shall include the
terms of a particular series of Debt Securities as established pursuant to Section 3.01;
PROVIDED, however, that, if at any time more than one Person is acting as
Trustee under this instrument, “Indenture” shall mean, with respect to any one
or more series of Debt Securities for which such Person is Trustee, this
instrument as originally executed or as it may be supplemented or amended from
time to time by one or more indentures supplemental hereto entered into
pursuant to the applicable provisions hereof and shall include the terms of
the, or those, particular series of Debt Securities for which such Person is
Trustee established as contemplated by Section 3.01, exclusive, however,
of any provisions or terms which relate solely to other series of Debt
Securities for which such Person is Trustee, regardless of when such terms or
provisions were adopted, and exclusive of any provisions or terms adopted by
means of one or more indentures supplemental hereto executed and delivered
after such Person had become such Trustee but to which such Person, as such
Trustee, was not a party.


 


“interest” when used with respect to a Discount
Security which by its terms bears interest only on a certain date, means
interest payable after such date, and, when used with respect to a Bearer Security,
includes any additional amounts payable on such Bearer Security, if so provided
pursuant to Section 3.01.


 


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


 


“Joint Venture” means any partnership, corporation or
other entity, in which up to and including 50% of the partnership interests,
outstanding voting stock or other equity interests is owned, directly or
indirectly, by the Company and/or one or more subsidiaries.


 


6





















 


“Market Exchange Rate” means (i) for any
conversion involving a Currency unit on the one hand and Dollars or any Foreign
Currency on the other, the exchange rate between the relevant Currency unit and
Dollars or such Foreign Currency calculated by the method specified pursuant to
Section 3.01 for the securities of the relevant series, (ii) for any
conversion of Dollars into any Foreign Currency, the noon (New York City time)
buying rate for such Foreign Currency for cable transfers quoted in New York
City as certified for customs purposes by the Federal Reserve Bank of New York
and (iii) for any conversion of one Foreign Currency into Dollars or
another Foreign Currency, the spot rate at noon local time in the relevant
market at which, in accordance with normal banking procedures, the Dollars or
Foreign Currency into which conversion is being made could be purchased with
the Foreign Currency from which conversion is being made from major banks
located in either New York City, London or any other principal market for
Dollars or such purchased Foreign Currency. 
In the event of the unavailability of any of the exchange rates provided
for in the foregoing clauses (i), (ii) and (iii) the Currency
Determination Agent, if any, or if there shall not be a Currency Determination
Agent, then the Trustee, shall use, in its sole discretion and without
liability on its part, such quotation of the Federal Reserve Bank of New York
as of the most recent available date, or quotations from one or more major
banks in New York City, London or other principal market for such Currency or
Currency unit in question, or such other quotations as the Currency
Determination Agent or the Trustee, as the case may be, shall deem appropriate.  Unless otherwise specified by the Currency
Determination Agent, if any, or if there shall not be a Currency Determination
Agent, then by the Trustee, if there is more than one market for dealing in any
Currency or Currency unit by reason of foreign exchange regulations or
otherwise, the market to be used in respect of such Currency or Currency unit
shall be that upon which a nonresident issuer of securities designated in such
Currency or Currency unit would purchase such Currency or Currency unit in order
to make payments in respect of such securities.


 


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


 


“Non-recourse Indebtedness” means indebtedness the
terms of which provide that the lender’s claim for repayment of such
indebtedness is limited solely to a claim against the property which secures
such indebtedness.


 


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


 


“Opinion of Counsel” means a written opinion of
counsel, who may be counsel to the Company (including an employee of the
Company).


 


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


 


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


 


7





















 


(ii)           Debt
Securities for whose payment or redemption (including repayment at the option
of the Holder) money in the necessary amount has been theretofore deposited
with the Trustee or any Paying Agent (other than the Company) in trust or set
aside and segregated in trust by the Company (if the Company shall act as its
own Paying Agent) for the Holders of such Debt Securities and any Coupons
thereto pertaining; PROVIDED, HOWEVER, that if such Debt Securities are to be
redeemed, then notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made and
the date for such redemption has passed;


 


(iii)          Debt
Securities, except to the extent provided in Section 15.02, with respect
to which the Company has effected defeasance as provided in Article Fifteen;


 


(iv)          Debt
Securities which have been paid pursuant to Section 3.06 or in exchange for
or in lieu of which other Debt Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Debt Securities in respect of
which there shall have been presented to the Trustee proof satisfactory to it
that such Debt Securities are held by a bona fide purchaser in whose hands such
Debt Securities are valid obligations of the Company; and


 


(v)           Debt
Securities converted into Common Stock or Preferred Stock pursuant to or in
accordance with this Indenture;


 


PROVIDED, HOWEVER, that in determining whether the
Holders of the requisite principal amount of Debt Securities Outstanding have
performed any Act hereunder, Debt Securities owned by the Company or any other
obligor upon the Debt Securities or any Affiliate of the Company or of such
other obligor shall be disregarded and deemed not to be Outstanding (PROVIDED,
that in connection with any offer by the Company or any obligor to purchase
Debt Securities, Debt Securities rendered by a Holder shall be Outstanding
until the date of purchase), except that, in determining whether the Trustee
shall be protected in relying upon any such Act, only Debt Securities which the
Trustee knows to be so owned shall be so disregarded.  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 to act with respect to
such Debt Securities and that the pledgee is not the Company or any other
obligor upon the Debt Securities or any Affiliate of the Company or of such
other obligor.  In determining whether
the Holders of the requisite principal amount of Outstanding Debt Securities
have performed any Act hereunder, the principal amount of a Discount Security
that shall be deemed to be Outstanding for such purpose 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 5.02 and the principal amount of a Debt Security
denominated in a Foreign Currency that shall be deemed to be Outstanding for
such purpose shall be the amount calculated pursuant to Section 3.10(k)


 


“Overdue Rate” when used with respect to any series of
the Debt Securities, means the rate designated as such in or pursuant to the
Board Resolution or the supplemental indenture, as the case may be, relating to
such series as contemplated by Section 3.01.


 


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


 


“permanent Global Note” shall have the meaning given
such term in Section 3.04(b).


 


8





















 


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


 


“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 pursuant to Section 3.01.


 


“Predecessor 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 3.06
in lieu of a mutilated, lost, destroyed or stolen Debt Security or a Debt
Security to which a mutilated, lost, destroyed or stolen Coupon appertains
shall be deemed to evidence the same debt as the mutilated, lost, destroyed or
stolen Debt Security or the Debt Security to which the mutilated, lost,
destroyed or stolen Coupon appertains, as the case may be.


 


“Preferred Stock” means, with respect to any Person,
all capital stock, if any, issued by such Person that is entitled to a
preference or priority over any other capital stock issued by such Person with
respect to any distribution of such Person’s assets, whether by dividend or
upon any voluntary or involuntary liquidation, dissolution or winding up.


 


“Redemption Date” means the date fixed for redemption
of any Debt Security pursuant to this Indenture.


 


“Redemption Price” means, in the case of a Discount
Security, the amount of the principal thereof that would be due and payable as
of the Redemption Date upon a declaration of acceleration pursuant to Section 5.02,
and in the case of any other Debt Security, the principal amount thereof, plus,
in each case, premium, if any, and accrued and unpaid interest, if any, to the
Redemption Date.


 


“Registered Holder” means the Person in whose name a
Registered Security is registered in the Security Register.


 


“Registered Security” means any Debt Security in the
form established pursuant to Section 2.01 which is registered as to
principal and interest in the Security Register.


 


“Regular Record Date” for the interest payable on the
Registered Securities of any series on any Interest Payment Date means the date
specified for the purpose pursuant to Section 3.01 for such Interest
Payment Date.


 


“Responsible Officer” when used with respect to the
Trustee means any vice president, the secretary, any assistant secretary or any
assistant vice president or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.


 


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


 


9





















 


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


 


“Specified Amount” has the meaning specified in Section 3.10(i).


 


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


 


“Temporary Global Note” shall have the meaning given
such term in Section 3.04(b).


 


“Trading Day” shall mean, with respect to the Common
Stock, so long as the Common Stock is listed or admitted to trading on the New
York Stock Exchange, a day on which the New York Stock Exchange is open for the
transaction of business.


 


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


 


“Trust Indenture Act” means the Trust Indenture Act of
1939, as it may be amended from time to time.


 


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


 


“U.S. Depositary” means a clearing agency registered
under the Securities Exchange Act of 1934, as amended, or any successor
thereto, which shall in either case be designated by the Company pursuant to Section 3.01
until a successor U.S. Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “U.S. Depositary” shall
mean or include each Person who is then a U.S. Depositary hereunder, and if at
any time there is more than one such Person, then “U.S. Depositary” as used
with respect to the Debt Securities of any series shall mean the U.S.
Depositary with respect to the Debt Securities of that series.


 


“U.S. Government Obligations” has the meaning
specified in Section 15.02.


 


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


 


“Vice President” includes, with respect to the
Company, any Executive or Senior Vice President and includes, with respect to
the Trustee, any Vice President, whether or not designated by a number or word
or words added before or after the title “Vice President.”


 


Section 1.02.                             COMPLIANCE
CERTIFICATES AND OPINIONS.


 


Upon any application or request by the Company to the
Trustee to take any action under any provision of this Indenture, the Company
shall furnish to the Trustee an Officers’ Certificate stating


 


10





















 


that all conditions precedent, if any, provided for in
this Indenture relating to the proposed action have been complied with and an
Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.


 


Every certificate or opinion with respect to
compliance with a condition or covenant PROVIDED for in this Indenture (other
than certificates provided pursuant to Section 12.02) shall include:


 


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


 


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


 


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


 


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


 


Section 1.03.                             FORM OF
DOCUMENTS DELIVERED TO TRUSTEE.


 


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


 


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


 


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


 


11





















 


Section 1.04.                             NOTICES,
ETC., TO TRUSTEE AND COMPANY.


 


Any Act of Holders or other document provided or
permitted by this Indenture to be made upon, given or furnished to, or filed
with:


 


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


 


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


 


Any such Act or other document shall be in the English
language, except that any published notice may be in an official language of
the country of publication.


 


Section 1.05.                             NOTICE
TO HOLDERS; WAIVER.


 


When this Indenture provides for notice to Holders of
any event, (1) such notice shall be sufficiently given to Registered
Holders (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to such Registered Holders as their names and
addresses appear in the Security Register, within the time prescribed, and (2) such
notice shall be sufficiently given to Holders of Bearer Securities or Coupons
(unless otherwise herein expressly provided) if published at least twice in an
Authorized Newspaper or Newspapers in the City of New York and, if Debt
Securities of such series are then listed on The Stock Exchange of the United
Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any
other stock exchange located outside the United States and such stock exchange
shall so require, in a daily newspaper in London or Luxembourg or in such other
city or cities specified pursuant to Section 3.01 or in any Debt Security
on Business Days, the first such publication to be not earlier than the
earliest date and not later than two Business Days prior to the latest date
prescribed for the giving of such notice; PROVIDED, HOWEVER, that, in any case,
any notice to Holders of Floating Rate Securities regarding the determination
of a periodic rate of interest, if such notice is required pursuant to Section 3.01,
shall be sufficiently given if given in the manner specified pursuant to Section 3.01.


 


In the event of suspension of regular mail service or
by reason of any other cause it shall be impracticable to give notice by mail,
such notification as shall be given with the approval of the Trustee shall
constitute sufficient notice for every purpose hereunder.


 


In the event of suspension of publication of any
Authorized Newspapers or by reason of any other cause it shall be impracticable
to give notice by publication, such notification as shall be given with the
approval of the Trustee shall constitute sufficient notice for every purpose
hereunder.


 


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


 


12





















 


waiver.  In any
case where notice to Holders is given by mail, neither the failure to mail such
notice nor any defect in any notice so mailed to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders, and any
notice which is mailed in the manner herein provided shall be conclusively
presumed to have been duly given.  In any
case where notice to Holders is given by publication, any defect in any notice
so published as to any particular Holder shall not affect the sufficiency of
such notice with respect to other Holders, and any notice which is published in
the manner herein provided shall be conclusively presumed to have been duly
given.


 


Section 1.06.                             CONFLICT
WITH TRUST INDENTURE ACT.


 


If any provision hereof limits, qualifies or conflicts
with the duties imposed on any person by the provisions of Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.


 


Section 1.07.                             COUNTERPARTS;
EFFECT OF HEADINGS AND TABLE OF CONTENTS.


 


This Indenture may be executed in any number of
counterparts, each of which when executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
Indenture.  The Article and Section headings
herein and in the Table of Contents are for convenience only and shall not
affect the construction hereof.


 


Section 1.08.                             SUCCESSORS
AND ASSIGNS.


 


All covenants and agreements in this Indenture by the
parties hereto shall bind their respective successors and assigns and inure to
the benefit of their permitted successors and assigns, whether so expressed or
not.


 


Section 1.09.                             SEPARABILITY
CLAUSE.


 


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


 


Section 1.10.                             BENEFITS
OF INDENTURE.


 


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


 


Section 1.11.                             GOVERNING
LAW.


 


This Indenture, the Debt Securities and the Coupons
shall be deemed to be contracts made and to be performed entirely in the State
of New York, and for all purposes shall be governed by and construed in
accordance with the internal laws of said State without regard to the conflicts
of law rules of said State.


 


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Section 1.12.                             LEGAL
HOLIDAYS.


 


Unless otherwise specified pursuant to Section 3.01
or in any Debt Security, in any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Debt Security of any series shall not
be a Business Day at any Place of Payment for the Debt Securities of that
series, then (notwithstanding any other provision of this Indenture or of the
Debt Securities or Coupons) payment of principal (and premium, if any) or
interest need not be made at such Place of Payment on such date, but may be
made on the next succeeding Business Day at such Place of Payment with the same
force and effect as if made on the Interest Payment Date, Redemption Date or at
the Stated Maturity, and no interest shall accrue on the amount so payable for
the period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be, to such Business Day if such payment is made or
duly provided for on such Business Day.


 


Section 1.13.                             NO
RECOURSE AGAINST OTHERS.


 


No direct or indirect incorporator, employee,
stockholder, director or officer, as such, past, present or future of the
Company or any successor corporation or any of the Company’s Affiliates, shall
have any personal liability in respect of the obligations of the Company under
the Debt Securities or this Indenture, either directly or through the Company,
by reason of his, her or its status as such incorporator, stockholder,
employee, director or officer. Each Holder by accepting a Debt Security waives
and releases all such liability. Such waiver and release are part of the
consideration for the issuance of the Debt Securities.


 


ARTICLE TWO


 


DEBT SECURITY FORMS


 


Section 2.01.                             FORMS
GENERALLY.


 


The Debt Securities and the Coupons, if any, of each
series shall be substantially in the forms of Exhibit A and B hereto,
respectively, or in such other form as shall be established in or pursuant to a
Board Resolution or one or more indentures supplemental hereto, and shall have
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification or designation and such legends or
endorsements placed thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto
or with any rule or regulation of any securities exchange on which any
series of the Debt Securities may be listed, or to conform to usage, all as
determined by the officers executing such Debt Securities and Coupons as
conclusively evidenced by their execution of such Debt Securities and
Coupons.  If the form of Debt Securities
or Coupons (or any Global Note) of any series is established in or pursuant to
a Board Resolution, a copy of such Board Resolution shall be delivered to the
Trustee, together with an Officers’ Certificate setting forth the form of such
series, at or prior to the delivery of the Company Order contemplated by Section 3.03
for the authentication and delivery of such Debt Securities (or any such Global
Note) or Coupons.


 


Unless otherwise specified as contemplated by Section 3.01,
Bearer Securities (other than in global form) shall have Coupons attached.


 


Subject to Section 3.04, the definitive Debt
Securities and Coupons, if any, of each series shall be printed, lithographed
or engraved or produced by any combination of these methods on steel


 


14





















 


engraved borders or may be produced in any other
manner, all as determined by the officers executing such Debt Securities and
Coupons, as conclusively evidenced by their execution of such Debt Securities
and Coupons.


 


Section 2.02.                             FORM OF
TRUSTEE’S CERTIFICATE OF AUTHENTICATION.


 


The form of the Trustee’s certificate of
authentication to be borne by the Debt Securities shall be substantially as
follows:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  , as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 


Section 2.03.                             SECURITIES
IN GLOBAL FORM.


 


If any Debt Security of a series is issued as a Global
Note, such Global Note may provide that it shall represent the aggregate amount
of Outstanding Debt Securities from time to time endorsed thereon and may also
provide that the aggregate amount of Outstanding Debt Securities represented
thereby may from time to time be reduced to reflect exchanges.  Any endorsement of a Global Note to reflect
the amount, or any increase or decrease in the amount, of Outstanding Debt
Securities represented thereby shall be made by the Trustee and in such manner
as shall be specified in such Global Note. 
Any instructions by the Company with respect to a Global Note, after its
initial issuance, shall be in writing but need not comply with Section 1.02.


 


Global Notes may be issued in either registered or
bearer form and in either temporary or permanent form.  Permanent Global Notes will be issued in
definitive form.


 


Every Global Note authenticated and delivered
hereunder shall bear a legend in substantially the following form:


 


THIS DEBT SECURITY
IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS DEBT SECURITY MAY NOT BE
TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE
NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH
TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.  EVERY DEBT SECURITY
AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE
FOR OR IN LIEU


 


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OF, THIS DEBT
SECURITY SHALL BE A GLOBAL NOTE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH
LIMITED CIRCUMSTANCES.


 


ARTICLE THREE


 


THE DEBT SECURITIES


 


Section 3.01.                             AMOUNT
UNLIMITED; ISSUABLE IN SERIES.


 


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


 


The Debt Securities may be issued in one or more
series.  There shall be established in or
pursuant to a Board Resolution and (subject to Section 3.03) set forth in
an Officers’ Certificate, 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 such series from all other series of
Debt Securities);


 


(2)           The aggregate principal amount of such series of Debt
Securities and any limit on 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 transfer
of, or in exchange for, or in lieu of, other Debt Securities of such series
pursuant to Sections 3.04, 3.05, 3.06, 11.06 or 13.07);


 


(3)           The percentage of the principal amount at which the Debt
Securities of such series will be issued and, if other than the principal
amount thereof, the portion of the principal amount thereof payable upon
declaration of acceleration of the maturity or upon redemption thereof or the
method by which such portion shall be determined;


 


(4)           The date or dates on which, or periods during which, the
Debt Securities of the series may be issued, and the date or dates or the
method by which such date or dates will be determined, on which the principal
of (and premium, if any, on) the Debt Securities of such series are or may be
payable (which, if so provided in such Board Resolution or supplemental
indenture, may be determined by the Company from time to time as set forth in
the Debt Securities of the series issued from time to time);


 


(5)           The rate or rates (which may be fixed or variable), at
which the Debt Securities of the series shall bear interest, if any, or the
method by which such rate or rates shall be determined, the date or dates from
which such interest, if any, shall accrue or the method by which such date or
dates shall be determined (which, in either case or both, if so provided in
such Board Resolution or supplemental indenture, may be determined by the
Company from time to time and set forth in the Debt Securities of the series
issued from time to time) and the circumstances, if any, in which the Company
may defer interest payments; and the Interest Payment Dates on which such
interest shall be payable (or the method of determination thereof), and the
Regular Record Dates, if any, for the interest payable on such Interest Payment
Dates and the notice, if any, to Holders regarding the determination of
interest, the manner of giving such notice, the basis upon which interest shall
be calculated if other than that of a 360-day year of


 


16





















 


twelve 30-day months and any conditions or
contingencies as to the payment of interest in cash or otherwise, if any;


 


(6)           The place or places, if any, in addition to or instead of
the Corporate Trust Office of the Trustee (in the case of Registered
Securities) or the principal London office of the Trustee (in the case of
Bearer Securities), where the principal of (and premium, if any) and interest
on Debt Securities of the series shall be payable and where such Debt
Securities may be surrendered for conversion or registration of transfer or
exchange; the extent to which, or the manner in which, any interest payable on
any Global Note on an Interest Payment Date will be paid, if other than in the
manner provided in Section 3.07; the extent, if any, to which the
provisions of the last sentence of Section 12.01 shall apply to the Debt
Securities of the series; and the manner in which any principal of, or premium,
if any, on, any Global Note will be paid, if other than as set forth elsewhere
herein and whether any Global Note will require any notation to evidence
payment of principal or interest;


 


(7)           The obligation, if any, of the Company to redeem, repay,
purchase or offer to purchase Debt Securities of the series pursuant to any
mandatory redemption, sinking fund or analogous provisions or upon other
conditions or at the option of the Holder thereof and the period or periods
within which or the dates on which, the prices at which and the terms and
conditions upon which the Debt Securities of the series shall be redeemed,
repaid, purchased or offered to be purchased, in whole or in part, pursuant to
such obligation;


 


(8)           The right, if any, of the Company to redeem the Debt
Securities of such series at its option and the period or periods within which,
or the date or dates on which, the price or prices at which, and the terms and
conditions upon which, such Debt Securities may be redeemed, if any, in whole
or in part, at the option of the Company or otherwise;


 


(9)           If the coin or Currency in which the Debt Securities shall
be issuable is in Dollars, the denominations of such Debt Securities if other
than denominations of $1,000 and any integral multiple thereof (except as
provided in Section 3.04);


 


(10)         Whether the Debt Securities of the series are to be issued
as Discount Securities and the amount of discount with which such Debt
Securities may be issued and, if other than the principal amount thereof, the
portion of the principal amount of Debt Securities of the series which shall be
payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02;


 


(11)         Additional provisions, if any, for the defeasance or
discharge of certain of the Company’s obligations with respect to Debt
Securities of the series, which provisions may be in addition to, or in
substitution for, or in modification of (or any combination of the foregoing),
the provisions of the Indenture;


 


(12)         Whether Debt Securities of the series are to be issued as
Registered Securities or Bearer Securities or both, and, if Bearer Securities
are issued, whether Coupons will be attached thereto, whether such Bearer
Securities of the series may be exchanged for Registered Securities of the
series, as provided in Section 3.05(b) or otherwise and the
circumstances under which and the place or places at which any such exchanges,
if permitted, may be made;


 


(13)         Whether provisions for payment of additional amounts or tax
redemptions shall apply and, if such provisions shall apply, such provisions;
and, if Bearer Securities of the series


 


17





















 


are to be issued, whether a procedure other than that
set forth in Section 3.04(b) shall apply and, if so, such other
procedure, and if the procedure set forth in Section 3.04(b) shall
apply, the forms of certifications to be delivered under such procedure;


 


(14)         If other than Dollars, the Foreign Currency or Currencies in
which Debt Securities of the series shall be denominated or in which payment of
the principal of (and premium, if any) and interest on the Debt Securities of
the series may be made, and the particular provisions applicable thereto and,
if applicable, the amount of Debt Securities of the series which entitles the
Holder of a Debt Security of the series or its proxy to one vote for purposes
of Section 9.05;


 


(15)         If the principal of (and premium, if any) or interest on
Debt Securities of the series are to be payable, at the election of the Company
or a Holder thereof, in a Currency other than that in which the Debt Securities
are denominated or payable without such election, in addition to or in lieu of
the provisions of Section 3.10, the period or periods within which and the
terms and conditions upon which, such election may be made and the time and the
manner of determining the exchange rate or rates between the Currency or
Currencies in which the Debt Securities are denominated or payable without such
election and the Currency or Currencies in which the Debt Securities are to be
paid if such election is made;


 


(16)         The date as of which any Debt Securities of the series shall
be dated, if other than as set forth in Section 3.03;


 


(17)         If the amount of payments of principal of (and premium, if
any) or interest on the Debt Securities of the series may be determined with
reference to an index, including, but not limited to, an index based on a
Currency or Currencies other than that in which the Debt Securities are
denominated or payable, or any other type of index, the manner in which such
amounts shall be determined;


 


(18)         If the Debt Securities of the series are denominated or
payable in a Foreign Currency, any other terms concerning the payment of
principal of (and premium, if any) or any interest on such Debt Securities
(including the Currency or Currencies of payment thereof);


 


(19)         The designation of the original Currency Determination
Agent, if any;


 


(20)         The applicable Overdue Rate, if any;


 


(21)         If the Debt Securities of the series do not bear interest,
the applicable dates for purposes of Section 7.01;


 


(22)         Any addition to, or modification or deletion of, any Event
of Default or covenant provided for in this Indenture with respect to Debt
Securities of the series;


 


(23)         If Bearer Securities of the series are to be issued, (x) whether
interest in respect of any portion of a temporary Debt Security in global form
(representing all of the Outstanding Bearer Securities of the series) payable
in respect of any Interest Payment Date prior to the exchange of such temporary
Debt Security for definitive Debt Securities of the series shall be paid to any
clearing organization with respect to the portion of such temporary Debt
Security held for its account and, in such event, the terms and conditions
(including any certification requirements) upon which any such interest payment
received by a clearing organization will be


 


18





















 


credited to the Persons entitled to interest payable
on such Interest Payment Date, (y) the terms upon which interests in such
temporary Debt Security in global form may be exchanged for interests in a
permanent Global Note or for definitive Debt Securities of the series and the
terms upon which interests in a permanent Global Note, if any, may be exchanged
for definitive Debt Securities of the series and (z) the cities and the
Authorized Newspapers designated for the purposes of giving notices to Holders;


 


(24)         Whether the Debt Securities of the series shall be issued in
whole or in part in the form of one or more Global Notes and, in such case, the
U.S. Depositary or any Common Depositary for such Global Note or Notes; and if
the Debt Securities of the series are issuable only as Registered Securities,
the manner in which and the circumstances under which Global Notes representing
Debt Securities of the series may be exchanged for Registered Securities in
definitive form, if other than, or in addition to, the manner and circumstances
specified in Section 3.04(c);


 


(25)         The designation, if any, of any depositaries, trustees
(other than the Trustee), Paying Agents, Authenticating Agents, Conversion
Agents, Security Registrars (other than the Trustee) or other agents with
respect to the Debt Securities of such series;


 


(26)         If the Debt Securities of such series will be issuable in
definitive form only upon receipt of certain certificates or other documents or
upon satisfaction of certain conditions, the form and terms of such
certificates, documents or conditions;


 


(27)         Whether the Debt Securities of such series will be convertible
into shares of Common Stock or other securities or property of the Company,
and, if so, the terms and conditions, which may be in addition to or in lieu of
the provisions contained in this Indenture, upon which such Debt Securities
will be so convertible, including the conversion price and the conversion
period;


 


(28)         The portion of the principal amount of the Debt Securities
which will be payable upon declaration of acceleration of the maturity thereof,
if other than the principal amount thereof;


 


(29)         The terms, if any, on which the Debt Securities of such
series will be subordinate to other debt of the Company;


 


(30)         Any listing of the Debt Securities on a securities exchange;


 


(31)         The provisions, if any, relating to any security provided
for the Debt Securities of such series; and


 


(32)         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 (subject to Section 3.03)
set forth in such Officers’ Certificate, or in any such indenture supplemental
hereto.  All Debt Securities of any one
series need not be issued at the same time, and unless otherwise PROVIDED, a
series may be reopened for issuance of additional Debt Securities of such
series.


 


19





















 


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


 


Section 3.02.                             DENOMINATIONS.


 


In the absence of any specification pursuant to Section 3.01
with respect to the Debt Securities of any series, the Debt Securities of such
series shall be issuable only as Registered Securities in denominations of
$1,000 and any integral multiple thereof and shall be payable only in Dollars.


 


Section 3.03.                             EXECUTION,
AUTHENTICATION, DELIVERY AND DATING.


 


The Debt Securities and the Coupons, if any, of any
series shall be executed on behalf of the Company by its President, one of its
Executive or Senior Vice Presidents or its Treasurer, under its corporate seal
reproduced thereon and attested by its Secretary or one of its Assistant
Secretaries.  The signature of any of
these officers may be manual or facsimile.


 


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


 


At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Debt Securities, with
appropriate Coupons, if any, of any series, executed by the Company, to the
Trustee for authentication, together with a Company Order for the
authentication and delivery of such Debt Securities and Coupons and the Trustee
in accordance with the Company Order shall authenticate and make available for
delivery such Debt Securities and Coupons; PROVIDED, HOWEVER, that, in
connection with its sale during the “restricted period” (as defined in Section 1.163-5(c)(2)(i)(D)(7) of
the United States Treasury Regulations), no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and PROVIDED,
FURTHER, that a Bearer Security (other than a temporary Global Note in bearer
form) may be delivered outside the United States in connection with its
original issuance only if the Person entitled to receive such Bearer Security
shall have furnished to the Euro-clear operator or to CEDEL a certificate
substantially in the form set forth in Exhibit C to this Indenture.  If all the Debt Securities of any one series
are not to be issued at one time and if a Board Resolution or supplemental
indenture relating to such series shall so permit, such Company Order may set
forth procedures acceptable to the Trustee for the issuance of such Debt
Securities such as interest rate, Stated Maturity, date of issuance and date
from which interest, if any, shall accrue. 
If any Debt Security shall be represented by a permanent Global Note,
then, for purposes of this Section and Section 3.04, the notation of
a beneficial owner’s interest therein upon original issuance of such Debt
Security or upon exchange of a portion of a temporary Global Note shall be
deemed to be delivery in connection with the original issuance of such
beneficial owner’s interest in such permanent Global Note.  Except as permitted by Section 3.06 or
3.07, the Trustee shall not authenticate and make available for delivery any
Bearer Security unless all Coupons for interest then matured have been detached
and canceled.


 


The Trustee shall be entitled to receive, and (subject
to Section 6.01) shall be fully protected in relying upon, prior to the
authentication and delivery of the Debt Securities and Coupons of such series, (i) the
supplemental indenture or the Board Resolution by or pursuant to which the form
and


 


20





















 


terms of such Debt Securities and Coupons have been
approved, (ii) an Officers’ Certificate stating that all conditions
precedent provided for in the Indenture have been complied with and that, to
the best knowledge of the signers of such certificates, no Event of Default
with respect to any of the Debt Securities shall have occurred and be
continuing and (iii) an Opinion of Counsel substantially to the effect
that:


 


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


 


(2)           such Debt Securities and Coupons, if any, when completed
by appropriate insertions and executed and delivered by the Company to the
Trustee in accordance with the Indenture, authenticated and delivered by the
Trustee in accordance with this Indenture and issued by the Company in the
manner and subject to any conditions specified in such Opinion of Counsel, will
constitute legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, subject to applicable
bankruptcy, insolvency, fraudulent transfer and similar laws affecting
creditors’ rights generally and to general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law).


 


The Trustee shall not be required to authenticate such
Debt Securities and Coupons if the issuance of such Debt Securities and Coupons
pursuant to this Indenture will affect the Trustee’s own rights, duties or
immunities under the Debt Securities and this Indenture in a manner which is
not reasonably acceptable to the Trustee.


 


Each Registered Security shall be dated the date of
its authentication.  Each Bearer Security
(including any temporary or permanent or other definitive Bearer Security in
global form) shall be dated as of the date of original issuance of the first
Debt Security of such series to be issued, except as otherwise provided pursuant
to Section 3.01 with respect to the Bearer Securities of any series.


 


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
one of the forms provided for herein duly executed by the Trustee or by an
Authenticating Agent, 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 and is entitled to the benefits of
this Indenture. Notwithstanding the foregoing, if any Debt Security shall have
been duly authenticated and delivered hereunder but never issued and sold by
the Company, and the Company shall deliver such Debt Security to the Trustee
for cancellation as provided in Section 3.08 together with a written
statement (which need not comply with Section 1.02) stating that such Debt
Security has never been issued and sold by the Company, for all purposes of
this Indenture such Debt Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.


 


Section 3.04.                             TEMPORARY
DEBT SECURITIES; EXCHANGE OF TEMPORARY GLOBAL NOTES FOR DEFINITIVE BEARER
SECURITIES; GLOBAL NOTES REPRESENTING REGISTERED SECURITIES.


 


(a)           Pending the preparation of definitive Registered
Securities of any series, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Registered Securities which
are printed, lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination for Registered Securities of such series,
substantially of the tenor of the definitive Registered Securities in lieu of
which they are issued and with such appropriate insertions,


 


21





















 


omissions,
substitutions and other variations as the officers executing such Registered
Securities may determine, as conclusively evidenced by their execution of such
Registered Securities. Every such temporary Registered Security shall be
executed by the Company and shall be authenticated and made available for
delivery by the Trustee upon the same conditions and in substantially the same
manner, and with the same effect, as the definitive Registered Securities in
lieu of which they are issued.  In the
case of any series issuable as Bearer Securities, such temporary Debt
Securities may be in global form, representing such of the Outstanding Debt
Securities of such series as shall be specified therein.


 


Except in the case of temporary Debt Securities in
global form (which shall be exchanged in accordance with the provisions of the
following paragraphs), 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 such series, the temporary Debt Securities
of such series shall be exchangeable for definitive Debt Securities of such
series, of a like Stated Maturity and with like terms and provisions, upon
surrender of the temporary Debt Securities of such series at the office or
agency of the Company in a Place of Payment for such series, without charge to
the Holder, except as provided in Section 3.05 in connection with a
transfer.  Upon surrender for
cancellation of any one or more temporary Debt Securities of any series
(accompanied by any unmatured Coupons), the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Debt Securities of the same series of authorized
denominations and of a like Stated Maturity and like terms and provisions;
PROVIDED, HOWEVER, that no definitive Bearer Security shall be delivered in
exchange for a temporary Registered Security; and PROVIDED, FURTHER, that a
definitive Bearer Security (including a permanent Bearer Security in global
form) shall be delivered in exchange for a temporary Bearer Security only in
compliance with the conditions set forth in Section 3.03.  Until so exchanged, the temporary Registered
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Registered Securities of such series.


 


(b)           Unless otherwise specified pursuant to Section 3.01,
all Bearer Securities of a series shall be initially issued in the form of a
single temporary Bearer Security in global form (a “temporary Global Note”).  The Company shall execute, and upon Company
Order the Trustee shall authenticate, any temporary Global Note and any
permanent Bearer Security in global form (as described below, a “permanent
Global Note”) upon the same conditions and in substantially the same manner,
and with the same effect, as definitive Bearer Securities, and the temporary or
permanent Global Note, as the case may be, shall, unless otherwise specified
therein, be delivered by the Trustee to the London office of a depositary or
common depositary (the “Common Depositary”), for the benefit of the Euro-clear
Operator or CEDEL, as the case may be, for credit to the account of the Company
(in the case of sales of Bearer Securities by the Company directly to
investors) or the managing underwriter (in the case of sales of Bearer
Securities by the Company to underwriters) or such other accounts as the
Company or the managing underwriter, respectively, may direct.


 


On or after the date specified in or determined
pursuant to the terms of any temporary Global Note which (subject to any
applicable laws and regulations) shall be at least 40 days after the issue date
of a temporary Global Note (the “Exchange Date”), the Debt Securities
represented by such temporary Global Note may be exchanged for definitive Debt
Securities (subject to the second succeeding paragraph) or Debt Securities to
be represented thereafter by one or more permanent Global Notes in definitive
form without interest coupons.  On or
after the Exchange Date such temporary Global Note shall be surrendered by the
Common Depositary to the Trustee, as the Company’s agent for such purpose, at
its principal office in London (or at such other place specified outside the
United States pursuant to Section 3.01) and following such surrender, the
Trustee shall (1) endorse the temporary Global Note to reflect the
reduction of its principal amount by an equal aggregate principal amount of


 


22





















 


such Debt Security, (2) endorse the applicable
permanent Global Note, if any, to reflect the initial amount, or an increase in
the amount of Debt Securities represented thereby, (3) manually
authenticate such definitive Debt Securities (including any permanent Global
Note), (4) make available for delivery such definitive Debt Securities to
the Holder thereof or, if such definitive Debt Security is a permanent Global
Note, make available for delivery such permanent Global Note to the Common
Depositary to be held outside the United States for the accounts of the
Euro-clear Operator or CEDEL, as the case may be, for credit to the respective
accounts at Euro-clear Operator or CEDEL, as the case may be, designated by or
on behalf of the beneficial owners of such Debt Securities (or to such other
accounts as they may direct) and (5) make available for redelivery such
temporary Global Note to the Common Depositary, unless such temporary Global
Note shall have been canceled in accordance with Section 3.08 hereof;
PROVIDED, HOWEVER, that, unless otherwise specified in such temporary Global
Note, upon such presentation by the Common Depositary, such temporary Global
Note shall be accompanied by a certificate dated the Exchange Date or a
subsequent date and signed by the Euro-clear Operator, as to the portion of
such temporary Global Note held for its account then to be exchanged for
definitive Debt Securities (including any permanent Global Note), and a
certificate dated the Exchange Date or a subsequent date and signed by CEDEL,
as to the portion of such temporary Global Note held for its account then to be
exchanged for definitive Debt Securities (including any permanent Global Note),
each substantially in the form set forth in Exhibit D to this
Indenture.  Each certificate
substantially in the form of Exhibit D hereto of the Euro-clear Operator
or CEDEL, as the case may be, shall be based on certificates of the account
holders listed in the records of the Euro-clear Operator or CEDEL, as the case
may be, as being entitled to all or any portion of the applicable temporary
Global Note.  An account holder of the
Euro-clear Operator or CEDEL, as the case may be, desiring to effect the
exchange of an interest in a temporary Global Note for an interest in
definitive Debt Securities (including any permanent Global Note) shall instruct
the Euro-clear Operator or CEDEL, as the case may be, to request such exchange
on its behalf and shall deliver to the Euro-clear Operator or CEDEL, as the
case may be, a certificate substantially in the form of Exhibit C hereto
and dated no earlier than 10 days prior to the Exchange Date.  Until so exchanged, temporary Global Notes
shall in all respects be entitled to the same benefits under this Indenture as
definitive Debt Securities (including any permanent Global Note) of the same
series authenticated and delivered hereunder, except as to payment of interest,
if any.


 


The delivery to the Trustee by the Euro-clear Operator
or CEDEL of any certificate substantially in the form of Exhibit D hereto
may be relied upon by the Company and the Trustee as conclusive evidence that a
corresponding certificate or certificates has or have been delivered to the
Euro-clear Operator or CEDEL, as the case may be, pursuant to the terms of this
Indenture.


 


On or prior to the Exchange Date, the Company shall
deliver to the Trustee definitive Debt Securities in an aggregate principal
amount equal to the principal amount of such temporary Global Note, executed by
the Company.  At any time, on or after
the Exchange Date, upon 30 days’ notice to the Trustee by the Euro-clear
Operator or CEDEL, as the case may be, acting at the request of or on behalf of
the beneficial owner, a Debt Security represented by a temporary Global Note or
a permanent Global Note, as the case may be, may be exchanged, in whole or from
time to time in part, for definitive Debt Securities without charge and the
Trustee shall authenticate and make available for delivery, in exchange for
each portion of such temporary Global Note or such permanent Global Note, an
equal aggregate principal amount of definitive Debt Securities of the same
series of authorized denominations and of a like Stated Maturity and with like
terms and conditions, as the portion of such temporary Global Note or such
permanent Global Note to be exchanged, which, unless the Debt Securities of the
series are not issuable both as Bearer Securities and as Registered Securities,
as contemplated by Section 3.01, shall be in the form of Bearer Securities
or Registered Securities, or any combination thereof, as shall be specified by
the beneficial owner thereof; PROVIDED, HOWEVER, that definitive Bearer
Securities shall be delivered in exchange for a portion of the temporary Global
Note or the permanent Global Note


 


23





















 


only in compliance with the requirements of the second
preceding paragraph.  On or prior to the
forty-fifth day following receipt by the Trustee of such notice with respect to
a Debt Security, or, if such day is not a Business Day, the next succeeding
Business Day, the temporary Global Note or the permanent Global Note, as the
case may be, shall be surrendered by the Common Depositary to the Trustee, as
the Company’s agent for such purpose, to be exchanged, in whole or from time to
time in part, for definitive Debt Securities without charge following such surrender,
upon the request of the Euro-clear Operator or CEDEL, as the case may be, and
the Trustee shall (1) endorse the applicable temporary Global Note or the
permanent Global Note to reflect the reduction of its principal amount by the
aggregate principal amount of such Debt Security, (2) cause the terms of
such Debt Security and Coupons, if any, to be entered on a definitive Debt
Security, (3) manually authenticate such definitive Debt Security, and (4) if
a Bearer Security is to be delivered, deliver such definitive Debt Security
outside the United States to the Euro-clear Operator or CEDEL, as the case may
be, for or on behalf of the beneficial owner thereof, in exchange for a portion
of such temporary Global Note or the permanent Global Note.


 


Unless otherwise specified in such temporary Global
Note or the permanent Global Note, any such exchange shall be made free of
charge to the beneficial owners of such temporary Global Note or the permanent
Global Note, except that a Person receiving definitive Debt Securities must
bear the cost of insurance, postage, transportation and the like in the event
that such Person does not take delivery of such definitive Debt Securities in
person at the offices of the Euro-clear Operator or CEDEL.  Definitive Debt Securities in bearer form to
be delivered in exchange for any portion of a temporary Global Note or the
permanent Global Note shall be delivered only outside the United States.  Notwithstanding the foregoing, in the event of
redemption or acceleration of all or any part of a temporary Global Note prior
to the Exchange Date, a permanent Global Note or definitive Bearer Securities,
as the case may be, will not be issuable in respect of such temporary Global
Note or such portion thereof, and payment thereon will instead be made as
provided in such temporary Global Note.


 


Until exchanged in full as hereinabove provided, any
temporary Global Note or the permanent Global Note shall in all respects be
entitled to the same benefits under this Indenture as definitive Debt Securities
of the same series and tenor authenticated and delivered hereunder, except
that, unless otherwise specified as contemplated by Section 3.01, interest
payable on such temporary Global Note on an Interest Payment Date for Debt
Securities of such series occurring prior to the applicable Exchange Date shall
be payable to the Euro-clear Operator or CEDEL on such Interest Payment Date
upon delivery by the Euro-clear Operator or CEDEL to the Trustee of a
certificate or certificates substantially in the form set forth in Exhibit D
to this Indenture, for credit without further interest on or after such
Interest Payment Date to the respective accounts of the Persons who are the
beneficial owners of such temporary Global Note on such Interest Payment Date
and who have each delivered to the Euro-clear Operator or CEDEL, as the case
may be, a certificate substantially in the form set forth in Exhibit C to
this Indenture.


 


Any definitive Bearer Security authenticated and make
available for delivery by the Trustee in exchange for a portion of a temporary
Global Note or the permanent Global Note shall not bear a coupon for any
interest which shall theretofore have been duly paid by the Trustee to the
Euro-clear Operator or CEDEL, or by the Company to the Trustee in accordance
with the provisions of this Section 3.04.


 


With respect to Exhibits C and D to this Indenture,
the Company may, in its discretion and if required or desirable under
applicable law or as set forth in any Board Resolution or supplemental
indenture with respect to any series of Debt Securities, substitute one or more
other forms of such exhibits for such exhibits, eliminate the requirement that
any or all certificates be provided, or change the time that any certificate
may be required, provided that such substitute form or forms or notice of


 


24





















 


elimination or change of such certification
requirement have theretofore been delivered to the Trustee with a Company
Request and such form or forms, elimination or change is reasonably acceptable
to the Trustee.


 


(c)           If the Company shall establish pursuant to Section 3.01
that the Registered Securities of a series are to be issued in whole or in part
in the form of one or more Global Notes, then the Company shall execute and the
Trustee shall, in accordance with Section 3.03 and the Company Order with
respect to such series, authenticate and make available for delivery one or
more Global Notes in temporary or permanent form that (i) shall represent
and shall be denominated in an amount equal to the aggregate principal amount
of the Outstanding Debt Securities of such series to be represented by one or
more Global Notes, (ii) shall be registered in the name of the U.S.
Depositary for such Global Note or Notes or the nominee of such depositary, and
(iii) shall bear a legend substantially as set forth in Section 2.03.


 


Notwithstanding any other provision of this Section or
Section 3.05, unless and until it is exchanged in whole or in part for
Registered Securities in definitive form, a Global Note representing all or a
portion of the Registered Securities of a series may not be transferred except
as a whole by the U.S. Depositary for such series to a nominee of such
depositary or by a nominee of such depositary to such depositary or another
nominee of such depositary or by such depositary or any such nominee to a
successor U.S. Depositary for such series or a nominee of such successor
depositary.


 


If at any time the U.S. Depositary for the Debt
Securities of a series notifies the Company that it is unwilling or unable to
continue as U.S. Depositary for the Debt Securities of such series or if at any
time the U.S. Depositary for Debt Securities of a series shall no longer be a
clearing agency registered and in good standing under the Securities Exchange
Act of 1934, as amended, or other applicable statute or regulation, the Company
shall appoint a successor U.S. Depositary with respect to the Debt Securities
of such series.  If a successor U.S.
Depositary for the Debt Securities of such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such condition, the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of definitive Debt Securities
of such series, will authenticate and make available for delivery, Registered
Securities of such series in definitive form in an aggregate principal amount
equal to the principal amount of the Global Note or Notes representing such
series in exchange for such Global Note or Notes.


 


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


 


If the Registered Securities of any series shall have
been issued in the form of one or more Global Notes and if an Event of Default
with respect to the Debt Securities of such series shall have occurred and be
continuing, the Company will promptly execute, and the Trustee, upon receipt of
a Company Order for the authentication and delivery of definitive Debt
Securities of such series, will authenticate and make available for delivery,
Registered Securities of such series in definitive form and in an aggregate
principal amount equal to the principal amount of the Global Note or Notes
representing such series in exchange for such Global Note or Notes.


 


25





















 


If specified by the Company pursuant to Section 3.01
with respect to Registered Securities of a series, the U.S. Depositary for such
series of Registered Securities may surrender a Global Note for such series of
Debt Securities in exchange in whole or in part for Registered Securities of
such series in definitive form on such terms as are acceptable to the Company
and such depositary.  Thereupon, the
Company shall execute and the Trustee shall authenticate and make available for
delivery, without charge:


 


(i)            to
each Person specified by the U.S. Depositary a new Registered Security or
Securities of the same series, of any authorized denomination as requested by
such Person in an aggregate principal amount equal to and in exchange for such
Person’s beneficial interest in the Global Note; and


 


(ii)           to
the U.S. Depositary a new Global Note in a denomination equal to the
difference, if any, between the principal amount of the surrendered Global Note
and the aggregate principal amount of Registered Securities delivered to
Holders thereof.


 


Upon the exchange of a Global Note for Registered
Securities in definitive form, such Global Note shall be canceled by the
Trustee.  Debt Securities issued in
exchange for a Global Note pursuant to this subsection (c) shall be
registered in such names and in such authorized denominations as the U.S.
Depositary for such Global Note, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee.  The Trustee shall make available for delivery
such Debt Securities to the Persons in whose names such Debt Securities are so
registered.


 


Section 3.05.                             REGISTRATION,
TRANSFER AND EXCHANGE.


 


(a)           The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the registers maintained in such office and
in any other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Registered Securities and of transfers and
exchanges of Registered Securities.  The
Trustee is hereby appointed “Security Registrar” for the purpose of registering
Registered Securities and registering transfers and exchanges of Registered
Securities as herein provided; PROVIDED, HOWEVER, that the Company may appoint
co-Security Registrars or the terms of any series of Debt Securities may
provide otherwise.


 


Upon surrender for registration of transfer of any
Registered Security of any series at the office or agency of the Company
maintained for such purpose, the Company shall execute, and the Trustee shall
authenticate and make available for delivery, in the name of the designated
transferee, one or more new Registered Securities of the same series of like
aggregate principal amount of such denominations as are authorized for
Registered Securities of such series and of a like Stated Maturity and with
like terms and conditions.


 


Except as otherwise provided in Section 3.04 and
this Section 3.05, at the option of the Holder, Registered Securities of
any series may be exchanged for other Registered Securities of the same series
of like aggregate principal amount and of a like Stated Maturity and with like
terms and conditions, upon surrender of the Registered Securities to be
exchanged at such office or agency. Whenever any Registered Securities are
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and make available for delivery, the Registered Securities which
the Holder making the exchange is entitled to receive.


 


26





















 


(b)           If and to the extent specified
pursuant to Section 3.01, the provisions of this Section 3.05(b) shall
be applicable to Debt Securities of any series which are Bearer
Securities.  At the option of the Holder
thereof, to the extent permitted by law, any Bearer Security of any series
which by its terms is registrable as to principal and interest may be exchanged
for a Registered Security of such series of like aggregate principal amount and
of a like Stated Maturity and with like terms and conditions upon surrender of
such Bearer Security at the Corporate Trust Office or at any other office or
agency of the Company designated pursuant to Section 3.01 for the purpose
of making any such exchanges.  Any Coupon
Security surrendered for exchange shall be surrendered with all unmatured
Coupons and any matured Coupons in default attached thereto. If the Holder of a
Bearer Security is unable to produce any such unmatured Coupon or Coupons or
matured Coupon or Coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
in an amount equal to the face amount of such missing Coupon or Coupons, or the
surrender of such missing Coupon or Coupons may be waived by the Company and
the Trustee if there is furnished to them such security or indemnity as they
may require to save each of them and any Paying Agent harmless.  If thereafter the Holder of such Bearer
Security shall surrender to any Paying Agent any such missing Coupon in respect
of which such a payment shall have been made, such Holder shall be entitled to
receive the amount of such payment; PROVIDED, HOWEVER, that except as otherwise
provided in Section 12.03, interest represented by Coupons shall be
payable only upon presentation and surrender of those Coupons at an office or
agency located outside the United States. Notwithstanding the foregoing, in
case a Bearer Security of any series is surrendered at any such office or
agency in exchange for a Registered Security of the same series and of a like
Stated Maturity and with like terms and conditions after the close of business
at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business
at such office or agency on the related proposed date for payment of Defaulted
Interest, such Bearer Security shall be surrendered without the Coupon relating
to such Interest Payment Date or proposed date for payment, as the case may be
(or, if such Coupon is so surrendered with such Bearer Security, such Coupon
shall be returned to the Person so surrendering the Bearer Security), and
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such Coupon when due in accordance
with the provisions of this Indenture. 
The Company shall execute, and the Trustee shall authenticate and make
available for delivery, the Registered Security or Securities which the Holder
making the exchange is entitled to receive.


 


Notwithstanding the foregoing, the exchange of Bearer
Securities for Registered Securities will be subject to the provisions of
United States Federal income tax laws and regulations applicable to Debt
Securities in effect at the time of such exchange.


 


(c)           Except as otherwise specified pursuant to Section 3.01,
in no event may Registered Securities, including Registered Securities received
in exchange for Bearer Securities, be exchanged for Bearer Securities.


 


(d)           All Debt Securities issued upon any transfer or exchange
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 transfer or exchange.


 


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


 


27





















 


No service charge will be made for any transfer or
exchange of Debt Securities except as PROVIDED in Section 3.04(b) or
3.06.  The Company may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration, transfer or exchange of Debt
Securities, other than those expressly provided in this Indenture to be made at
the Company’s own expense or without expense or without charge to the Holders.


 


The Company shall not be required (i) to
register, transfer or exchange Debt Securities of any series during a period
beginning at the opening of business 15 days before the day of the transmission
of a notice of redemption of Debt Securities of such series selected for
redemption under Section 13.03 and ending at the close of business on the
day of such transmission, or (ii) to register, transfer or exchange any
Debt Security so selected for redemption in whole or in part, except the
unredeemed portion of any Debt Security being redeemed in part.


 


Section 3.06.                             MUTILATED,
DESTROYED, LOST AND STOLEN DEBT SECURITIES.


 


If (i) any mutilated Debt Security or any
mutilated Coupon with the Coupon Security to which it appertains (and all
unmatured Coupons attached thereto) is surrendered to the Trustee at its
Corporate Trust Office (in the case of Registered Securities) or at its
principal London office (in the case of Bearer Securities), or (ii) the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Debt Security or any Coupon, and there is
delivered to the Company and the Trustee such security or indemnity as may be
required by them to save each of them and any Paying Agent harmless, and
neither the Company nor the Trustee receives notice that such Debt Security or
Coupon has been acquired by a bona fide purchaser, then the Company shall
execute and upon Company Request the Trustee shall authenticate and make
available for delivery, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Debt Security or in exchange for the Coupon Security
to which such mutilated, destroyed, lost or stolen Coupon appertained, a new
Debt Security of the same series of like Stated Maturity and with like terms
and conditions and like principal amount, bearing a number not
contemporaneously Outstanding, and, in the case of a Coupon Security, with such
Coupons attached thereto that neither gain nor loss in interest shall result
from such exchange or substitution.


 


In case any such mutilated, destroyed, lost or stolen
Debt Security or Coupon has become or is about to become due and payable, the
Company in its discretion may, instead of issuing a new Debt Security, pay the
amount due on such Debt Security or Coupon in accordance with its terms;
PROVIDED, HOWEVER, that principal of (and premium, if any) and any interest on
Bearer Securities shall, except as otherwise provided in Section 12.03, be
payable only at an office or agency located outside the United States and,
unless otherwise specified as contemplated by Section 3.01 or except as
otherwise provided in this Section 3.06, any interest on Bearer Securities
shall be payable only upon presentation and surrender of the Coupons
appertaining thereto.


 


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


 


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


 


28





















 


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


 


Section 3.07.                             PAYMENT
OF INTEREST; INTEREST RIGHTS PRESERVED.


 


(a)           Interest on any Registered Security which is payable and
is punctually paid or duly provided for on any Interest Payment Date shall be
paid to the Person in whose name such Registered Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest notwithstanding the cancellation of such
Registered Security upon any transfer or exchange subsequent to the Regular
Record Date.  Unless otherwise specified
as contemplated by Section 3.01 with respect to the Debt Securities of any
series, payment of interest on Registered Securities shall be made at the place
or places specified pursuant to Section 3.01 or, at the option of the
Company, by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or, if provided pursuant to Section 3.01,
by wire transfer to an account designated by the Registered Holder.


 


(b)           Interest on any Coupon Security which is payable and is
punctually paid or duly provided for on any Interest Payment Date shall be paid
to the Holder of the Coupon which has matured on such Interest Payment Date
upon surrender of such Coupon on such Interest Payment Date at the principal
London office of the Trustee or at such other Place of Payment outside the
United States specified pursuant to Section 3.01.


 


Interest on any Bearer Security (other than a Coupon
Security) which is payable and is punctually paid or duly provided for on any
Interest Payment Date shall be paid to the Holder of the Bearer Security upon
presentation of such Bearer Security and notation thereon on such Interest
Payment Date at the principal London office of the Trustee or at such other
Place of Payment outside the United States specified pursuant to Section 3.01.


 


Unless otherwise specified pursuant to Section 3.01,
at the direction of the Holder of any Bearer Security or Coupon payable in Dollars,
payment on such Bearer Security or Coupon will be made by check drawn on a bank
in the City of New York or, if agreeable to the Trustee, by wire transfer to a
Dollar account maintained by such Holder outside the United States.  If such payment at the offices of all Paying
Agents outside the United States becomes illegal or is effectively precluded
because of the imposition of exchange controls or similar restrictions on the
full payment or receipt of such amounts in Dollars, the Company will appoint an
office or agent in the United States at which such payment may be made.  Unless otherwise specified pursuant to Section 3.01,
at the direction of the Holder of any Bearer Security or Coupon payable in a
Foreign Currency, payment on such Bearer Security or Coupon will be made by a
check drawn on a bank outside the United States or by wire transfer to an
appropriate account maintained by such Holder outside the United States.  Except as provided in this paragraph, no
payment on any Bearer Security or Coupon will be made by mail to an address in
the United States or by wire transfer to an account in the United States.


 


(c)           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, if such Debt Security is a Registered Security,
forthwith cease to be payable to the Registered Holder on the relevant Regular
Record Date by virtue of his having been such Registered 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:


 


29





















 


(1)           The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names such Registered Securities (or their
respective Predecessor Securities) are registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest, which shall be
fixed in the following manner.  The
Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each such Registered Security and the date of the
proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money in the Currency or Currency unit in which the Debt
Securities of such series are payable (except as otherwise specified pursuant
to Sections 3.01 or 3.10) 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 date shall be not more
than 15 days, and not less than 10 days, prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee of the
notice of the proposed payment.  The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to the Holders of such Registered
Securities at their addresses as they appear in the Security Register, not less
than 10 days prior to such Special Record Date. 
Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been mailed as aforesaid, such Defaulted
Interest shall be paid to the Persons in whose names such Registered Securities
(or their respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to
the following clause (2).


 


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


 


(d)           Any Defaulted Interest payable in respect of Bearer
Securities of any series shall be payable pursuant to such procedures as may be
satisfactory to the Trustee in such manner that there is no discrimination
between the Holders of Registered Securities (if any) and Bearer Securities of
such series, and notice of the payment date therefor shall be given by the
Trustee, in the name and at the expense of the Company, in the manner provided
in Section 1.05 not more than 25 days, and not less than 20 days, prior to
the date of the proposed payment.


 


(e)           Subject to the foregoing provisions of this Section, each
Debt Security delivered under this Indenture upon transfer of, 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 3.08.                             CANCELLATION.


 


Unless otherwise specified pursuant to Section 3.01
for Debt Securities of any series, all Debt Securities surrendered for payment,
redemption, transfer, exchange or credit against any sinking fund and all
Coupons surrendered for payment or exchange shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee.  All Registered Securities and matured Coupons
so delivered shall be promptly canceled by the Trustee. All Bearer Securities
and unmatured Coupons so delivered


 


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shall be held by the Trustee and, upon instruction by
the Company Order, shall be canceled or held for reissuance.  Bearer Securities and unmatured Coupons held
for reissuance may be reissued only in exchange for Bearer Securities of the
same series and of like Stated Maturity and with like terms and conditions
pursuant to Section 3.05 or in replacement of mutilated, lost, stolen or
destroyed Bearer Securities of the same series and of like Stated Maturity and
with like terms and conditions, or the related Coupons pursuant to Section 3.06.  All Bearer Securities and unmatured Coupons
held by the Trustee pending such cancellation or reissuance shall be deemed to
be delivered for cancellation for all purposes of this Indenture and the Debt
Securities.  The Company may at any time
deliver to the Trustee for cancellation any Debt Securities or Coupons
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any Debt Securities
previously authenticated hereunder which the Company has not issued, and all
Debt Securities or Coupons so delivered shall be promptly canceled by the
Trustee.  No Debt Securities or Coupons
shall be authenticated in lieu of or in exchange for any Debt Securities or
Coupons canceled as provided in this Section, except as expressly permitted by
this Indenture.  All canceled Debt
Securities and Coupons held by the Trustee shall be delivered to the Company
upon Company Request.  The acquisition of
any Debt Securities or Coupons by the Company shall not operate as a redemption
or satisfaction of the indebtedness represented thereby unless and until such
Debt Securities or Coupons are surrendered to the Trustee for
cancellation.  In the case of any
temporary Global Note which shall be destroyed if the entire aggregate
principal amount of the Debt Securities represented thereby has been exchanged,
the certificate of destruction shall state that all certificates required
pursuant to Section 3.04 hereof and substantially in the form of Exhibit B
hereto, to be given by the Euro-clear Operator or CEDEL, have been duly
presented to the Trustee by the Euro-clear Operator or CEDEL, as the case may
be.  Permanent Global Notes shall not be
destroyed until exchanged in full for definitive Debt Securities or until
payment thereon is made in full. The Trustee shall not be required to destroy
Debt Securities.


 


Section 3.09.                             COMPUTATION
OF INTEREST.


 


Except as otherwise specified pursuant to Section 3.01
for Debt Securities of any series, interest on the Debt Securities of each
series shall be computed on the basis of a 360-day year of twelve 30-day
months.


 


Section 3.10.                             CURRENCY
OF PAYMENTS IN RESPECT OF DEBT SECURITIES.


 


(a)           Except as otherwise specified pursuant to Section 3.01
for Bearer Securities of any series, payment of the principal of (and premium,
if any) and interest on Bearer Securities of such series denominated in any
Currency will be made in such Currency.


 


(b)           With respect to Registered Securities of any series not
permitting the election provided for in paragraph (c) below or the Holders
of which have not made the election provided for in paragraph (c) below,
except as provided in paragraph (e) below, payment of the principal of
(and premium, if any) and any interest on any Registered Security of such
series will be made in the Currency in which such Registered Security is
payable.


 


(c)           It may be provided pursuant to Section 3.01 with
respect to the Registered Securities of any series that Holders shall have the
option, subject to paragraphs (e) and (f) below, to receive payments
of principal of (and premium, if any) and any interest on such Registered
Securities in any of the Currencies which may be designated for such election
by delivering to the Trustee a written election, to be in form and substance
satisfactory to the Trustee, not later than the close of business on the
Election Date immediately preceding the applicable payment date.  If a Holder so elects to receive


 


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such payments in
any such Currency, such election will remain in effect for such Holder or any
transferee of such Holder until changed by such Holder or such transferee by
written notice to the Trustee (but any such change must be made not later than
the close of business on the Election Date immediately preceding the next
payment date to be effective for the payment to be made on such payment date,
and no such change or election may be made with respect to payments to be made
on any Registered Security of such series with respect to which an Event of
Default has occurred or notice of redemption has been given by the Company
pursuant to Article Thirteen).  Any
Holder of any such Registered Security who shall not have delivered any such
election to the Trustee by the close of business on the applicable Election
Date will be paid the amount due on the applicable payment date in the relevant
Currency as provided in paragraph (b) of this Section 3.10.


 


(d)           If the election referred to in paragraph (c) above has
been provided for pursuant to Section 3.01, then not later than the fourth
Business Day after the Election Date for each payment date, the Trustee will
deliver to the Company a written notice specifying, in the Currency in which
each series of the Registered Securities is payable, the respective aggregate
amounts of principal of (and premium, if any) and any interest on the
Registered Securities to be paid on such payment date, specifying the amounts
so payable in respect of the Registered Securities as to which the Holders of
Registered Securities denominated in any Currency shall have elected to be paid
in another Currency as provided in paragraph (c) above.  If the election referred to in paragraph (c) above
has been provided for pursuant to Section 3.01 and if at least one Holder
has made such election, then, on the second Business Day preceding each payment
date, the Company will deliver to the Trustee an Exchange Rate Officer’s
Certificate in respect of the Currency payments to be made on such payment
date. The Currency amount receivable by Holders of Registered Securities who
have elected payment in a Currency as provided in paragraph (c) above
shall be determined by the Company on the basis of the applicable Market
Exchange Rate in effect on the third Business Day (the “Valuation Date”)
immediately preceding each payment date.


 


(e)           If a Conversion Event occurs with respect to a Foreign
Currency, the ECU or any other Currency unit in which any of the Debt
Securities are denominated or payable, other than pursuant to an election
provided for pursuant to paragraph (c) above, then with respect to each
date for the payment of principal of (and premium, if any) and any interest on
the applicable Debt Securities denominated or payable in such Foreign Currency,
the ECU or such other Currency unit occurring after the last date on which such
Foreign Currency, the ECU or such other Currency unit was used (the “Conversion
Date”), the Dollar shall be the Currency of payment for use on each such
payment date. The Dollar amount to be paid by the Company to the Trustee and by
the Trustee or any Paying Agent to the Holders of such Debt Securities with
respect to such payment date shall be the Dollar Equivalent of the Foreign
Currency or, in the case of a Currency unit, the Dollar Equivalent of the
Currency Unit, in each case as determined by the Currency Determination Agent,
if any, or, if there shall not be a Currency Determination Agent, then by the
Trustee, in the manner provided in paragraph (g) or (h) below.


 


(f)            If the Holder of a Registered Security denominated in any
Currency shall have elected to be paid in another Currency as provided in
paragraph (c) above, and a Conversion Event occurs with respect to such
elected Currency, such Holder shall receive payment in the Currency in which
payment would have been made in the absence of such election.  If a Conversion Event occurs with respect to
the Currency in which payment would have been made in the absence of such
election, such Holder shall receive payment in Dollars as provided in paragraph
(e) of this Section 3.10.


 


(g)           The “Dollar Equivalent of the Foreign Currency” shall be
determined by the Currency Determination Agent, if any, or, if there shall not
be a Currency Determination Agent, then by


 


32





















 


the Trustee, and
shall be obtained for each subsequent payment date by converting the specified
Foreign Currency into Dollars at the Market Exchange Rate on the Conversion
Date.


 


(h)           The “Dollar Equivalent of the Currency Unit” shall be
determined by the Currency Determination Agent, if any, or, if there shall not
be a Currency Determination Agent, then by the Trustee, and subject to the
provisions of paragraph (i) below, shall be the sum of each amount
obtained by converting the Specified Amount of each Component Currency into
Dollars at the Market Exchange Rate for such Component Currency on the
Valuation Date with respect to each payment.


 


(i)            For purposes of this Section 3.10 the following
terms shall have the following meanings:


 


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


 


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


 


 “Election Date”
shall mean the record date with respect to any payment date, and with respect
to the Maturity shall mean the record date (if within 16 or fewer days prior to
the Maturity) immediately preceding the Maturity, and with respect to any
series of Debt Securities whose record date immediately preceding the Maturity
is more than 16 days prior to the Maturity or any series of Debt Securities for
which no record dates are provided with respect to interest payments, shall
mean the date which is 16 days prior to the Maturity.


 


(j)            All decisions and determinations of the Trustee or the
Currency Determination Agent, if any, regarding the Dollar Equivalent of the
Foreign Currency, the Dollar Equivalent of the Currency Unit and the Market
Exchange Rate shall be in its sole discretion and shall, in the absence of
manifest error, be conclusive for all purposes and irrevocably binding upon the
Company and all Holders of the Debt Securities denominated or payable in the
relevant Currency.  In the event of a
Conversion


 


33





















 


Event with respect
to a Foreign Currency, the Company, after learning thereof, will immediately
give written notice thereof to the Trustee (and the Trustee will promptly
thereafter give notice in the manner provided in Section 1.05 to the
Holders) specifying the Conversion Date. 
In the event of a Conversion Event with respect to the ECU or any other
Currency unit in which Debt Securities are denominated or payable, the Company,
after learning thereof, will immediately give notice thereof to the Trustee
(and the Trustee will promptly thereafter give written notice in the manner
provided in Section 1.05 to the Holders) specifying the Conversion Date
and the Specified Amount of each Component Currency on the Conversion
Date.  In the event of any subsequent
change in any Component Currency as set forth in the definition of Specified
Amount above, the Company, after learning thereof, will similarly give written
notice to the Trustee.  The Trustee shall
be fully justified and protected in relying and acting upon information
received by it from the Company and the Currency Determination Agent, if any,
and shall not otherwise have any duty or obligation to determine such
information independently.


 


(k)           For purposes of any provision of the Indenture where the
Holders of Outstanding Debt Securities may perform an Act which requires that a
specified percentage of the Outstanding Debt Securities of all series perform
such Act and for purposes of any decision or determination by the Trustee of
amounts due and unpaid for the principal (and premium, if any) and interest on the
Debt Securities of all series in respect of which moneys are to be disbursed
ratably, the principal of (and premium, if any) and interest on the Outstanding
Debt Securities denominated in a Foreign Currency will be the amount in Dollars
based upon the Market Exchange Rate for Debt Securities of such series, as of
the date for determining whether the Holders entitled to perform such Act have
performed it, or as of the date of such decision or determination by the
Trustee, as the case may be.


 


Section 3.11.                             JUDGMENTS.


 


If for the purpose of obtaining a judgment in any
court with respect to any obligation of the Company hereunder or under any Debt
Security, it shall become necessary to convert into any other Currency any
amount in the Currency due hereunder or under such Debt Security, then such
conversion shall be made at the Market Exchange Rate as in effect on the date
the Company shall make payment to any Person in satisfaction of such
judgment.  If pursuant to any such
judgment, conversion shall be made on a date other than the date payment is
made and there shall occur a change between such Market Exchange Rate and the
Market Exchange Rate as in effect on the date of payment, the Company agrees to
pay such additional amounts (if any) as may be necessary to ensure that the
amount paid is equal to the amount in such other Currency which, when converted
at the Market Exchange Rate as in effect on the date of payment or
distribution, is the amount then due hereunder or under such Debt Security.  Any amount due from the Company under this Section 3.11
shall be due as a separate debt and is not to be affected by or merged into any
judgment being obtained for any other sums due hereunder or in respect of any
Debt Security.  In no event, however,
shall the Company be required to pay more in the Currency or Currency unit due
hereunder or under such Debt Security at the Market Exchange Rate as in effect
when payment is made than the amount of Currency stated to be due hereunder or
under such Debt Security so that in any event the Company’s obligations
hereunder or under such Debt Security will be effectively maintained as
obligations in such Currency, and the Company shall be entitled to withhold (or
be reimbursed for, as the case may be) any excess of the amount actually
realized upon any such conversion over the amount due and payable on the date
of payment or distribution.


 


Section 3.12.                             EXCHANGE
UPON DEFAULT.


 


If default is made in the payments referred to in Section 12.01,
then the Company hereby undertakes that, upon presentation and surrender of a
permanent Global Note to the Trustee (or to any other Person or at any other
address as the Company may designate in writing), on any Business Day on


 


34





















 


or after the maturity date thereof, the Company will
issue and the Trustee will authenticate and make available for delivery to the
bearer of such permanent Global Note duly executed and authenticated definitive
Debt Securities with the same issue date and maturity date as set out in such
permanent Global Note.


 


Section 3.13.                             MANDATORY
DISPOSITION OF DEBT SECURITIES PURSUANT TO GAMING LAWS.


 


Each Holder and beneficial owner, by accepting or
otherwise acquiring an interest in the Debt Securities, shall be deemed to have
agreed that if the Gaming Authority of any jurisdiction in which the Company or
any of its subsidiaries conducts or proposes to conduct gaming requires that a
Person who is a Holder or beneficial owner must be licensed, qualified or found
suitable under the applicable Gaming Laws, such Holder or beneficial owner
shall apply for a license, qualification or a finding of suitability within the
required time period.  If such Person
fails to apply or become licensed or qualified or is found unsuitable, then the
Company shall have the right, at its option, (i) to require such Person to
dispose of its Debt Securities or beneficial interest therein within 30 days of
receipt of notice of the Company’s election or such earlier date as may be
requested or prescribed by such Gaming Authority or (ii) to redeem such
Debt Securities at a redemption price equal to the lesser of (a) such
Person’s cost or (b) 100% of the principal amount thereof, plus accrued
and unpaid interest to the earlier of the redemption date and the date of the
finding of unsuitability, which may be less than 30 days following the notice
of redemption if so requested or prescribed by the Gaming Authority.  The Company shall notify the Trustee in
writing of any such redemption as soon as practicable.  The Company shall not be responsible for any
costs or expenses any such Holder or beneficial owner may incur in connection
with its application for a license, qualification or a finding of suitability.


 


Section 3.14.                             CUSIP
NUMBERS.


 


The Company in issuing the Debt Securities may use “CUSIP”
numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience to Holders; PROVIDED that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Debt Securities or as contained in any
notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Debt Securities, and any such redemption
shall not be affected by any defect in or omission of such numbers.  The Company will promptly notify the Trustee
of any change in the CUSIP numbers.


 


ARTICLE FOUR


 


SATISFACTION AND DISCHARGE


 


Section 4.01.                             SATISFACTION
AND DISCHARGE OF INDENTURE.


 


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


 


(1)           either


 


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(A)          all
Debt Securities and the Coupons, if any, of such series theretofore
authenticated and delivered (other than (i) Debt Securities and Coupons of
such series which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 3.06, (ii) Coupons
appertaining to Bearer Securities surrendered for exchange for Registered
Securities and maturing after such exchange, whose surrender is not required or
has been waived under Section 3.05, (iii) Coupons appertaining to
Bearer Securities called for redemption and maturing after the relevant
Redemption Date, whose surrender has been waived as provided in Section 13.06,
and (iv) Debt Securities and Coupons of such series for whose payment
money has theretofore been deposited in trust or segregated and held in trust
by the Company and thereafter repaid to the Company or discharged from such
trust, as provided in Section 12.04) have been delivered to the Trustee
for cancellation; or


 


(B)           all
Debt Securities and the Coupons, if any, 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 by the Trustee in the name, and at the
expense, of the Company,


 


and the Company, either complies with any other
condition or terms specified pursuant to Section 3.01, or if not so
specified in the case of (i), (ii) or (iii) of this subclause (B),
has irrevocably deposited or caused to be deposited with the Trustee as trust
funds in trust for such purpose an amount in the Currency in which such Debt
Securities are denominated (except as otherwise provided pursuant to Section 3.01
or 3.10) sufficient to pay and discharge the entire indebtedness on such Debt
Securities for principal (and premium, if any) and interest to the date of such
deposit (in the case of Debt Securities which have become due and payable) or
to the Stated Maturity or Redemption Date, as the case may be; PROVIDED,
HOWEVER, in the event a petition for relief under the Federal bankruptcy laws,
as now or hereafter constituted, or any other applicable Federal or state
bankruptcy, insolvency or other similar law, is filed with respect to the
Company within 91 days after the deposit and the Trustee is required to return
the deposited money to the Company, the obligations of the Company under this
Indenture with respect to such Debt Securities shall not be deemed terminated
or discharged;


 


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


 


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


 


(4)           the Company has delivered to the Trustee an Opinion of
Counsel or a ruling by the Internal Revenue Service to the effect that Holders
of the Debt Securities of the series will not recognize income, gain or loss
for Federal income tax purposes as a result of such deposit and discharge.


 


36





















 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 6.07, the obligations of the Trustee
to any Authenticating Agent under Section 6.14, the obligations of the
Company under Section 12.01, and, if money shall have been deposited with
the Trustee pursuant to subclause (B) of clause (1) of this Section,
the obligations of the Trustee under Section 4.02 and the last paragraph
of Section 12.04, shall survive. 
If, after the deposit referred to in Section 4.01 has been made,
(x) the Holder of a Debt Security is entitled to, and does, elect pursuant to Section 3.10(c),
to receive payment in a Currency other than that in which the deposit pursuant
to Section 4.01 was made, or (y) if a Conversion Event occurs with respect
to the Currency in which the deposit was made or elected to be received by the
Holder pursuant to Section 3.10(c), then the indebtedness represented by
such Debt Security shall be fully discharged to the extent that the deposit
made with respect to such Debt Security shall be converted into the Currency in
which such payment is made.


 


Section 4.02.                             APPLICATION
OF TRUST MONEY.


 


Subject to the provisions of the last paragraph of Section 12.04,
all money deposited with the Trustee pursuant to Section 4.01 shall be
held in trust and applied by it, in accordance with the provisions of the Debt
Securities and Coupons, if any, 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 has
been deposited with the Trustee.


 


ARTICLE FIVE


 


REMEDIES


 


Section 5.01.                             EVENTS
OF DEFAULT.


 


 “Event of
Default” wherever used herein with respect to Debt Securities of any series
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law, pursuant to any judgment, decree or order of any court or any
order, rule or regulation of any administrative or governmental body):


 


(1)           default in the payment of any interest upon any Debt
Security or any payment with respect to the Coupons, if any, of such series
when it becomes due and payable, and continuance of such default for a period
of 30 days; or


 


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


 


(3)           default in the deposit of any sinking fund payment, when
and as due by the terms of a Debt Security of such series; or


 


(4)           default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture (other than a covenant or warranty a
default in whose performance or whose breach is elsewhere in this Section specifically
dealt with or which expressly has been included in this Indenture solely for
the benefit of Debt Securities of a series other than such series), and
continuance of such default or breach for a period of 60 days after there has
been given, by registered or certified mail, to the Company by the Trustee or
to the Company and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Debt Securities of


 


37





















 


such series, a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a “Notice
of Default” hereunder; or


 


(5)           the acceleration of the maturity of any indebtedness of
the Company (other than Non-recourse Indebtedness), at any one time, in an
amount in excess of the greater of (i) $25 million and (ii) 5% of
Consolidated Net Tangible Assets, if such acceleration is not annulled within
30 days thereafter;


 


(6)           the entry of a decree or order for relief in respect of
the Company by a court having jurisdiction in the premises in an involuntary
case under the Federal bankruptcy laws, as now or hereafter constituted, or any
other applicable Federal or State bankruptcy, insolvency or other similar law,
or a decree or order adjudging the Company a bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization, arrangement, adjustment
or composition of or in respect of the Company under any applicable Federal or
State law, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or other similar official) of the Company or of any substantial
part of its property, or ordering the winding up or liquidation of its affairs,
and the continuance of any such decree or order unstayed and in effect for a
period of 60 consecutive days; or


 


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


 


(8)           any other Event of Default or variations in the foregoing
Events of Default PROVIDED with respect to Debt Securities of that series
pursuant to Section 3.01.


 


Section 5.02.                             ACCELERATION
OF MATURITY; RESCISSION AND ANNULMENT.


 


If an Event of Default with respect to Debt Securities
of any series at the time Outstanding occurs and is continuing, then in every
such case the Trustee or the Holders of not less than 25% in principal amount
of the Outstanding Debt Securities of such series may declare the principal
amount (or, if any Debt Securities of such series are Discount Securities, such
portion of the principal amount of such Discount Securities as may be specified
in the terms of such Discount Securities) of all the Debt Securities of such
series to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by Holders), and upon any such declaration such
principal amount (or specified amount) plus accrued and unpaid interest (and
premium, if payable) shall become immediately due and payable.  Upon payment of such amount in the Currency
in which such Debt Securities are denominated (except as otherwise provided
pursuant to Sections 3.01 or 3.10), all obligations of the Company in respect
of the payment of principal of the Debt Securities of such series shall
terminate.


 


At any time after such a declaration of acceleration
with respect to Debt Securities of any series has been made and before a
judgment or decree for payment of the money due has been obtained


 


38





















 


by the Trustee as hereinafter in this Article provided,
the Holders of at least a majority in principal amount of the Outstanding Debt
Securities of such series, by written notice to the Company and the Trustee,
may rescind and annul such declaration and its consequences if:


 


(1)           the Company has paid or deposited with the Trustee a sum
in the Currency in which such Debt Securities are denominated (except as
otherwise provided pursuant to Section 3.01 or 3.10) sufficient to pay


 


(A)                              all
overdue installments of interest on all Debt Securities or all overdue payments
with respect to any Coupons of such series,


 


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


 


(C)                                to
the extent that payment of such interest is lawful, interest upon overdue
installments of interest on each Debt Security of such series or upon overdue
payments on any Coupons of such series at the Overdue Rate, and


 


(D)                               all
sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel;
PROVIDED, HOWEVER, that all sums payable under this clause (D) shall be
paid in Dollars; and


 


(2)           All Events of Default with respect to Debt Securities of
such series, other than the nonpayment of the principal of Debt Securities of
such series which has become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 5.13.


 


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


 


Section 5.03.                             COLLECTION
OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.


 


The Company covenants that, if:


 


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


 


(2)           default is made in the payment of principal of (or
premium, if any, on) any Debt Security at the Maturity thereof, or


 


(3)           default is made in the making or satisfaction of any
sinking fund payment or analogous obligation when the same becomes due pursuant
to the terms of the Debt Securities of any series,


 


then the Company
will, upon demand of the Trustee, pay to it, for the benefit of the Holders of
such Debt Securities or of such Coupons, the amount then due and payable on
such Debt Securities or matured Coupons, for the principal (and premium, if
any) and interest, if any, and, to the extent that payment of


 


39





















 


such interest
shall be legally enforceable, interest upon the overdue principal (and premium,
if any) and upon overdue installments of interest, at the Overdue Rate; and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.


 


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


 


If an Event of Default with respect to Debt Securities
of any series occurs and is continuing, then the Trustee may, in its
discretion, proceed to protect and enforce its rights and the rights of the
Holders of Debt Securities and Coupons 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.


 


Section 5.04.                             TRUSTEE
MAY FILE PROOFS OF CLAIM.


 


In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceedings, or any voluntary or involuntary case
under the Federal bankruptcy laws, as now or hereafter constituted, relative to
the Company or any other obligor upon the Debt Securities and Coupons, if any,
of a particular series or the property of the Company or of such other obligor
or their creditors, the Trustee (irrespective of whether the principal of such
Debt Securities shall then be due and payable as therein expressed or by
declaration of acceleration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,


 


(i)            to
file and prove a claim for the whole amount of principal (or, if the Debt
Securities of such series are Discount Securities, such portion of the
principal amount as may be due and payable with respect to such series pursuant
to a declaration in accordance with Section 5.02) (and premium, if any)
and interest owing and unpaid in respect of the Debt Securities and Coupons of
such series and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders of such Debt Securities and
Coupons allowed in such judicial proceeding, and


 


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


 


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


 


40





















 


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


 


Section 5.05.          TRUSTEE
MAY ENFORCE CLAIMS WITHOUT POSSESSION OF DEBT SECURITIES.


 


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


 


Section 5.06.          APPLICATION
OF MONEY COLLECTED.


 


Any money collected by the Trustee pursuant to this Article shall
be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal (and
premium, if any) or interest, upon presentation of the Debt Securities or Coupons
of any series in respect of which money has been collected and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:


 


FIRST:  To the
payment of all amounts due the Trustee under Section 6.07.


 


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


 


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


 


Section 5.07.          LIMITATION
ON SUITS.


 


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


 


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


 


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


 


41





















 


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


 


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


 


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


 


it being
understood and intended that no one or more of such Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other such
Holders or of the Holders of Outstanding Debt Securities or Coupons of any
other series, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.  For the protection and
enforcement of the provisions of this Section 5.07, each and every Holder
of Debt Securities or Coupons of any series and the Trustee for such series
shall be entitled to such relief as can be given at law or in equity.


 


Section 5.08.          UNCONDITIONAL
RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST.


 


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


 


Section 5.09.          RESTORATION
OF RIGHTS AND REMEDIES.


 


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


 


Section 5.10.          RIGHTS
AND REMEDIES CUMULATIVE.


 


Except as otherwise expressly provided elsewhere in
this Indenture, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.


 


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Section 5.11.          DELAY
OR OMISSION NOT WAIVER.


 


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


 


Section 5.12.          CONTROL
BY HOLDERS.


 


The Holders of at least a majority in 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 trust or power conferred on the Trustee with
respect to the Debt Securities of such series, PROVIDED that:


 


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


 


(2)           subject
to the provisions of Section 6.01, the Trustee shall have the right to
decline to follow any such direction if the Trustee in good faith shall, by a
Responsible Officer or Responsible Officers of the Trustee, determine that the
proceeding so directed would be unjustly prejudicial to the Holders of Debt
Securities of such series not joining in any such direction; and


 


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


 


Section 5.13.          WAIVER
OF PAST DEFAULTS.


 


The Holders of not less than a majority in aggregate
principal amount of the Outstanding Debt Securities of any series, by notice to
the Trustee, may, on behalf of the Holders of all the Debt Securities of any
such series, waive any past default hereunder with respect to such series and
its consequences, except a default:


 


(1)           in
the payment of the principal of (or premium, if any) or interest on any Debt
Security of such series, or in the payment of any sinking fund installment or
analogous obligation with respect to the Debt Securities of such series, or


 


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


 


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


 


Section 5.14.          UNDERTAKING
FOR COSTS.


 


All parties to
this Indenture agree, and each Holder of any Debt Security or any Coupon by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the


 


43





















 


Trustee for any action taken, suffered or omitted by
it as Trustee, the filing by any party litigant in such suit other than the
Trustee of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant, but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder or group of Holders holding in
the aggregate more than 10% in principal amount of the Outstanding Debt
Securities of any series, or to any suit instituted by any Holder of a Debt
Security or Coupon for the enforcement of the payment of the principal of (or
premium, if any) or interest on such Debt Security or the payment of any Coupon
on or after the respective Stated Maturity or Maturities expressed in such Debt
Security or Coupon (or, in the case of redemption, on or after the Redemption
Date).


 


Section 5.15.          WAIVER
OF STAY OR EXTENSION LAWS.


 


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


 


ARTICLE SIX


 


THE TRUSTEE


 


Section 6.01.          CERTAIN
DUTIES AND RESPONSIBILITIES.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(4)           the
Trustee shall not be required to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.


 


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


 


Section 6.02.          NOTICE
OF DEFAULTS.


 


Within 90 days
after the occurrence of any default hereunder with respect to Debt Securities
or Coupons, if any, of any series, the Trustee shall give notice to all Holders
of Debt Securities and Coupons of such series of such default hereunder known
to the Trustee, unless such default shall have been cured or waived; PROVIDED,
HOWEVER, that, except in the case of a default in the payment of the principal
of (or premium, if any) or interest on any Debt Security or Coupon of such
series or in the payment of any sinking fund installment with respect to Debt
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interest of the
Holders of Debt Securities and of Coupons of such series; and PROVIDED,
FURTHER, that in the case of any default of the character specified in Section 5.01(4) with
respect to Debt Securities of such series no such notice to Holders shall be
given until at least 30 days after the occurrence thereof.  For the purpose of this Section, the term “default”
means any event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to Debt Securities of such series.


 


Notice given
pursuant to this Section 6.02 shall be transmitted by mail:


 


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


 


45





















 


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


 


(3)           to
each Holder of a Debt Security of any series whose name and address appear in
the information preserved at the time by the Trustee in accordance with Section 7.02(a) of
this Indenture.


 


Section 6.03.          CERTAIN
RIGHTS OF TRUSTEE.


 


Except as
otherwise provided in Section 6.01:


 


(a)           the
Trustee may rely, and shall be protected in acting or refraining from acting,
upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other evidence
of indebtedness or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties (but need not
confirm or investigate the accuracy of mathematical calculations or other facts
stated therein);


 


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


 


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


 


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


 


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


 


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


 


(g)           the
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee
shall not be responsible for any misconduct or negligence on the part of any
agent (including any agent appointed pursuant to Section 3.10(j)) or
attorney appointed with due care by it hereunder.


 


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(h)           the
Trustee shall not be deemed to have knowledge of any Default or Event of
Default except (i) any Event of Default occurring pursuant to Sections
5.01(1), 5.01(2) or 5.01(3) or (ii) any Default or Event of Default
of which the Trustee shall have received written notification or obtained
actual knowledge.


 


Section 6.04.          NOT
RESPONSIBLE FOR RECITALS OR ISSUANCE OF DEBT SECURITIES.


 


The recitals
contained herein and in the Debt Securities, except the Trustee’s certificates
of authentication, shall be taken as the statements of the Company, and the
Trustee assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Debt Securities or Coupons, if any, of any series.  The Trustee shall not be accountable for the
use or application by the Company of any Debt Securities or the proceeds
thereof.


 


Section 6.05.          MAY HOLD
DEBT SECURITIES.


 


The Trustee, any
Paying Agent, the Security Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Debt
Securities or Coupons, and, subject to Sections 6.08 and 6.13, may otherwise
deal with the Company with the same rights it would have if it were not
Trustee, Paying Agent, Security Registrar or such other agent.


 


Section 6.06.          MONEY
HELD IN TRUST.


 


Money in any
Currency held by the Trustee or any Paying Agent in trust hereunder need not be
segregated from other funds except to the extent required by law.  Neither the Trustee nor any Paying Agent
shall be under any liability for interest on any money received by it hereunder
except as otherwise agreed with the Company.


 


Section 6.07.          COMPENSATION
AND REIMBURSEMENT.


 


The Company
agrees:


 


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


 


(2)           except
as otherwise expressly provided herein, to reimburse the Trustee in Dollars
upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the reasonable expenses
and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith;
and


 


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


 


47





















 


As security for
the performance of the obligations of the Company under this Section, the
Trustee shall have a lien prior to the Debt Securities and Coupons, if any,
upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the payment of amounts due on the Debt Securities and
Coupons.


 


The obligations of
the Company under this Section 6.07 to compensate and indemnify the
Trustee for reasonable expenses, disbursements and advances shall constitute
additional indebtedness under this Indenture and shall survive the satisfaction
and discharge of this Indenture.


 


Section 6.08.          DISQUALIFICATION;
CONFLICTING INTERESTS.


 


(a)           If
the Trustee has or shall acquire any conflicting interest, as defined in this Section with
respect to the Debt Securities of any series, then, within 90 days after
ascertaining that it has such conflicting interest, and if the default (as
hereinafter defined) to which such conflicting interest relates has not been
cured or duly waived or otherwise eliminated before the end of such 90-day
period, the Trustee shall either eliminate such conflicting interest or, except
as otherwise provided below, resign with respect to the Debt Securities of such
series, and the Company shall take prompt steps to have a successor appointed,
in the manner and with the effect hereinafter specified in this Article.


 


(b)           In
the event that the Trustee shall fail to comply with the provisions of subsection (a) of
this Section with respect to the Debt Securities of any series, the
Trustee shall, within 10 days after the expiration of such 90-day period,
transmit to all Holders of Debt Securities of such series notice of such
failure.


 


Notice given
pursuant to this Section 6.08(b) shall be transmitted by mail:


 


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


 


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


 


(3)           to
each Holder of a Debt Security of any series whose name and address appear in
the information preserved at the time by the Trustee in accordance with Section 7.02(a) of
this Indenture.


 


(c)           For
the purposes of this Section, the Trustee shall be deemed to have a conflicting
interest with respect to the Debt Securities of any series, if there shall
exist an Event of Default (as such term is defined herein, but exclusive of any
period of grace or requirement of notice) with respect to such Debt Securities
and


 


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


 


48





















 


other securities, or certificates of interest or
participation in other securities, of the Company are outstanding, if


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(10)         except
under the circumstances described in paragraphs (1), (3), (4), (5) or (6) of
Section 6.13(b) of this Indenture, the Trustee shall be or shall
become a creditor of the Company.


 


For the purposes
of paragraph (1) of this subsection, the term “series of securities” or “series”
means a series, class or group of securities issuable under an indenture
pursuant to whose terms holders of one such series may vote to direct the
Trustee, or otherwise take action pursuant to a vote of such holders,
separately from holders of another series; PROVIDED, that “series of securities”
or “series” shall not include any series of securities issuable under an
indenture if all such series rank equally and are wholly unsecured.


 


The specification
of percentages in paragraphs (5) to (9), inclusive, of this subsection shall
not be construed as indicating that the ownership of such percentages of the
securities of a person is


 


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or is
not necessary or sufficient to constitute direct or indirect control for the
purposes of paragraph (3) or (7) of this subsection.


 


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


 


(d)           For
the purposes of this Section:


 


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


 


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


 


(3)           The
term “trust” shall include only a trust where the interest or interests of the
beneficiary or beneficiaries are evidenced by a security.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


PROVIDED, HOWEVER, that any voting securities of an
issuer shall be deemed outstanding if any Person other than the issuer is
entitled to exercise the voting rights thereof.


 


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


 


(f)            Except
in the case of a default in the payment of the principal of or interest on any
Debt Security of any series, or in the payment of any sinking or purchase fund
installment, the Trustee shall not be required to resign as provided by this Section if
the Trustee shall have sustained the burden of proving, on application to the
Commission and after opportunity for hearing thereon, that:


 


(1)           the
Event of Default may be cured or waived during a reasonable period and under
the procedures described in such application; and


 


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(2)           a
stay of the Trustee’s duty to resign will not be inconsistent with the
interests of Holders of the Debt Securities.


 


The filing of such
an application shall automatically stay the performance of the duty to resign
until the Commission orders otherwise.


 


Section 6.09.          CORPORATE
TRUSTEE REQUIRED; ELIGIBILITY.


 


There shall at all
times be a Trustee hereunder which shall be a corporation organized and doing
business under the laws of the United States of America, any State thereof or
the District of Columbia, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000,
subject to supervision or examination by Federal, State or District of Columbia
authority.  If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. 
Neither the Company nor any person directly or indirectly controlling,
controlled by, or under common control with the Company shall serve as Trustee
upon any Debt Securities.


 


Section 6.10.          RESIGNATION
AND REMOVAL; APPOINTMENT OF SUCCESSOR.


 


(a)           No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee under Section 6.11.


 


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


 


(c)           The
Trustee may be removed at any time with respect to the Debt Securities of any
series and a successor Trustee appointed by Act of the Holders of at least a
majority in principal amount of the Outstanding Debt Securities of such series,
delivered to the Trustee and to the Company. 
If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days after the removal of the Trustee,
the removed Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Debt Securities of such
series.


 


(d)           If
at any time:


 


(1)           the
Trustee shall fail to comply with Section 6.08(a) with respect to the
Debt Securities of any series after written request therefor by the Company or
by any Holder who has been a bona fide Holder of a Debt Security of such series
for at least six months, or


 


(2)           the
Trustee shall cease to be eligible under Section 6.09 with respect to the
Debt Securities of any series and shall fail to resign after written request
therefor by the Company or by any such Holder, or


 


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


 


then, in any such
case, (i) the Company, by a Board Resolution, may remove the Trustee with
respect to all Debt Securities, or (ii) subject to Section 5.14, any
Holder who has been a bona fide Holder of a Debt Security of any series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee for the Debt Securities of such series.


 


(e)           If
the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the
Debt Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the Debt
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Debt Securities of one or more or
all of such series and that at any time there shall be only one Trustee with
respect to the Debt Securities of any particular series) and shall comply with
the applicable requirements of Section 6.11.  If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Debt Securities of any series shall be appointed by Act of
the Holders of at least a majority in principal amount of the Outstanding Debt
Securities of such series delivered to the Company and the retiring Trustee,
the successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee with respect to the Debt Securities
of such series and, to that extent, supersede the successor Trustee appointed
by the Company.  If no successor Trustee
with respect to the Debt Securities of any series shall have been so appointed
by the Company or the Holders of such series and accepted appointment in the
manner hereinafter PROVIDED, any Holder who has been a bona fide Holder of a
Debt Security of such series for at least six months may, subject to Section 5.14,
on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Debt Securities of such series.


 


(f)            The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Debt Securities of any series and each appointment of a
successor Trustee with respect to the Debt Securities of any series in the
manner and to the extent provided in Section 1.05 to the Holders of Debt
Securities of such series.  Each notice
shall include the name of the successor Trustee with respect to the Debt
Securities of such series and the address of its Corporate Trust Office.


 


Section 6.11.          ACCEPTANCE
OF APPOINTMENT BY SUCCESSOR.


 


(a)           In
the case of an appointment hereunder of a successor Trustee with respect to all
Debt Securities, each such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee, but, on request of
the Company or the successor Trustee, such retiring Trustee shall, upon payment
of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee,
and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder, subject
nevertheless to its claim, if any, provided for in Section 6.07.


 


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(b)           In
case of 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 one
or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Debt Securities of that
or those series to which the appointment of such successor Trustee relates, (2) if
the retiring Trustee is not retiring with respect to all Debt Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Debt Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee,
and (3) shall add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood that nothing
herein or in any 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 other trust or trusts
hereunder administered by any other such Trustee; and, upon the execution and
delivery of any such supplemental indenture, the resignation or removal of the
retiring Trustee shall become effective to the extent provided therein and each
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Debt Securities of that or those series to which
the appointment of such successor Trustee relates, but, on request of the
Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Debt Securities of that or
those series to which the appointment of such successor Trustee relates.


 


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


 


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


 


Section 6.12.          MERGER,
CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.


 


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


 


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Section 6.13.          PREFERENTIAL
COLLECTION OF CLAIMS AGAINST COMPANY.


 


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


 


(1)           an
amount equal to any and all reductions in the amount due and owing upon any
claim as such creditor in respect of principal or interest, effected after the
beginning of such three-month period and valid as against the Company and its
other creditors, except any such reduction resulting from the receipt or
disposition of any property described in paragraph (2) of this subsection,
or from the exercise of any right of set-off which the Trustee could have
exercised if a voluntary or involuntary case had been commenced in respect of
the Company under the Federal bankruptcy laws, as now or hereafter constituted,
or any other applicable Federal or State bankruptcy, insolvency or other
similar law upon the date of such default; and


 


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


 


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


 


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


 


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


 


(C)           to
realize, for its own account, but only to the extent of the claim hereinafter
mentioned, upon any property held by it as security for any such claim, if such
claim was created after the beginning of such three-month period and such
property was received as security therefor simultaneously with the creation
thereof, and if the Trustee shall sustain the burden of proving that at the
time such property was so received the Trustee had no reasonable cause to
believe that a default, as defined in subsection (c) of this Section,
would occur within three months; or


 


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


 


56





















 


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


 


If the Trustee
shall be required to account, the funds and property held in such special
account and the proceeds thereof shall be apportioned among the Trustee, the
Holders and the holders of other indenture securities in such manner that the
Trustee, the Holders and the holders of other indenture securities realize, as
a result of payments from such special account and payments of dividends on
claims filed against the Company in bankruptcy or receivership or in
proceedings for reorganization pursuant to the Federal bankruptcy laws, as now
or hereafter constituted, or any other applicable Federal or State bankruptcy,
insolvency or other similar law, the same percentage of their respective
claims, figured before crediting to the claim of the Trustee anything on
account of the receipt by it from the Company of the funds and property in such
special account and before crediting to the respective claims of the Trustee
and the Holders and the holders of other indenture securities dividends on
claims filed against the Company in bankruptcy or receivership or in
proceedings for reorganization pursuant to the Federal bankruptcy laws, as now
or hereafter constituted, or any other applicable Federal or State bankruptcy,
insolvency or other similar law, but after crediting thereon receipts on
account of the indebtedness represented by their respective claims from all
sources other than from such dividends and from the funds and property so held
in such special account.  As used in this
paragraph, with respect to any claim, the term “dividends” shall include any
distribution with respect to such claim, in bankruptcy or receivership or proceedings
for reorganization pursuant to the Federal bankruptcy laws, as now or hereafter
constituted, or any other applicable Federal or State bankruptcy, insolvency or
other similar law, whether such distribution is made in cash, securities, or
other property, but shall not include any such distribution with respect to the
secured portion, if any, of such claim. 
The court in which such bankruptcy, receivership or proceedings for
reorganization is pending shall have jurisdiction (i) to apportion among
the Trustee and the Holders and the holders of other indenture securities, in
accordance with the provisions of this paragraph, the funds and property held
in such special account and proceeds thereof, or (ii) in lieu of such
apportionment, in whole or in part, to give to the provisions of this paragraph
due consideration in determining the fairness of the distributions to be made
to the Trustee and the Holders and the holders of other indenture securities
with respect to their respective claims, in which event it shall not be
necessary to liquidate or to appraise the value of any securities or other
property held in such special account or as security for any such claim, or to
make a specific allocation of such distributions as between the secured and
unsecured portions of such claim, or otherwise to apply the provisions of this
paragraph as a mathematical formula.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)           For
the purposes of this Section only:


 


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


 


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


 


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


 


(4)           The
term “self-liquidating paper” means any draft, bill of exchange, acceptance or
obligation which is made, drawn, negotiated or incurred by the Company for the
purpose of financing the purchase, processing, manufacturing, shipment, storage
or sale of goods, wares or merchandise and which is secured by documents
evidencing title to, possession of, or a lien upon, the goods, wares or
merchandise or the receivables or proceeds arising from the sale of the


 


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goods, wares or merchandise previously constituting
the security, provided the security is received by the Trustee simultaneously
with the creation of the creditor relationship with the Company arising from
the making, drawing, negotiating or incurring of the draft, bill of exchange,
acceptance or obligation.


 


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


 


Section 6.14.          APPOINTMENT
OF AUTHENTICATING AGENT.


 


As long as any
Debt Securities of a series remain Outstanding, upon a Company Request, there
shall be an authenticating agent (the “Authenticating Agent”) appointed, for
such period as the Company shall elect, by the Trustee for such series of Debt
Securities to act as its agent on its behalf and subject to its direction in
connection with the authentication and delivery of each series of Debt
Securities for which it is serving as Trustee. 
Debt Securities of each such series authenticated by such Authenticating
Agent shall be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by such Trustee.  Wherever reference is made in this Indenture
to the authentication and delivery of Debt Securities of any series by the
Trustee for such series or to the Trustee’s certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee for such series by an Authenticating Agent for such series and a
certificate of authentication executed on behalf of such Trustee by such
Authenticating Agent, except that only the Trustee may authenticate Debt
Securities upon original issuance and pursuant to Section 3.06
hereof.  Such Authenticating Agent shall
at all times be a corporation organized and doing business under the laws of
the United States of America or of any State, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000 and subject to supervision or examination by Federal or State
authority.  If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for purposes of
this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.


 


Any corporation
into which any Authenticating Agent may be merged or converted, or with which
it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which any Authenticating Agent shall be a party,
or any corporation succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent with
respect to all series of Debt Securities for which it served as Authenticating
Agent without the execution or filing of any paper or any further act on the
part of the Trustee for such series or such Authenticating Agent.  Any Authenticating Agent may at any time, and
if it shall cease to be eligible shall, resign by giving written notice of
resignation to the applicable Trustee and to the Company.


 


Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
any Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.14 with respect to one or more or all series
of Debt Securities, the Trustee for such series shall, upon Company Request,
appoint a successor Authenticating Agent, and the Company shall provide notice
of such appointment to all Holders of Debt Securities of such series in the
manner and to the extent provided in Section 1.05.  Any successor Authenticating Agent, upon
acceptance of its appointment hereunder, shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent herein.  The Trustee for the Debt Securities of such
series agrees to pay to the Authenticating Agent for such series from time to
time


 


59





















 


reasonable compensation for its services, and the
Trustee shall be entitled to be reimbursed for such payment, subject to the
provisions of Section 6.07.  The
Authenticating Agent for the Debt Securities of any series shall have no
responsibility or liability for any action taken by it as such at the direction
of the Trustee for such series, except arising out of its negligence or willful
misconduct.


 


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


 


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


 


	
   

  	
  [

  	
   

  	
  ]

  
	
   

  	
  As
  Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  As Authenticating Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  
	
   

  
	
  Dated:

  	
   

  	
   

  
							



 


 


Section 6.15.          TRUSTEE’S
APPLICATION FOR INSTRUCTIONS FROM THE COMPANY.


 


Any application by
the Trustee for written instructions from the Company may, at the option of the
Trustee, set forth in writing any action proposed to be taken or omitted by the
Trustee under this Indenture and the date on and/or after which such action
shall be taken or such omission shall be effective.


 


ARTICLE SEVEN


 


HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 7.01.          COMPANY
TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.


 


The Company will
furnish or cause to be furnished to the Trustee with respect to Registered
Securities of each series for which it acts as Trustee:


 


(a)           semi-annually
on a date not more than 15 days after each Regular Record Date with respect to
an Interest Payment Date, if any, for the Registered Securities of such series
(or on semi-annual dates in each year to be determined pursuant to Section 3.01
if the Registered Securities of such series do not bear interest), a list, in
such form as the Trustee may reasonably require, of the names and addresses of
the Registered Holders as of the date 15 days next preceding each such Regular
Record Date (or such semi-annual dates, as the case may be); and


 


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


 


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PROVIDED, HOWEVER,
that if and so long as the Trustee shall be the Security Registrar for such
series, no such list need be furnished.


 


The Company shall
also be required to furnish to the Trustee at all such times set forth above
all information in the possession or control of the Company or any of its
Paying Agents, other than the Trustee, as to the names and addresses of the
Holders of Bearer Securities of all series; PROVIDED, however, that the Company
shall have no obligation to investigate any matter relating to any Holders of
Bearer Securities of any series.


 


Section 7.02.          PRESERVATION
OF INFORMATION; COMMUNICATION TO HOLDERS.


 


(a)           The
Trustee shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 7.01 received
by it in the capacity of Paying Agent (if so acting) hereunder, and filed with
it within the two preceding years pursuant to Section 7.03(c)(2).


 


The Trustee may
destroy any list furnished to it as provided in Section 7.01 upon receipt
of a new list so furnished, destroy any information received by it as Paying
Agent (if so acting) hereunder upon delivering to itself as Trustee, not
earlier than 45 days after an Interest Payment Date, a list containing the
names and addresses of the Holders obtained from such information since the
delivery of the next previous list, if any, destroy any list delivered to
itself as Trustee which was compiled from information received by it as Paying
Agent (if so acting) hereunder upon the receipt of a new list so delivered, and
destroy, not earlier than two years after filing, any information filed with it
pursuant to Section 7.03(c)(2).


 


(b)           If
three or more Holders (hereinafter referred to as “applicants”) apply in
writing to the Trustee, and furnish to the Trustee reasonable proof that each
such applicant has owned a Debt Security for a period of at least six months
preceding the date of such application, and such application states that the
applicants desire to communicate with other Holders of Debt Securities of a
particular series (in which case the applicants must hold Debt Securities of
such series) or with all Holders of Debt Securities with respect to their
rights under this Indenture or under the Debt Securities and is accompanied by
a copy of the form of proxy or other communication which such applicants
propose to transmit, then the Trustee shall, within five Business Days after
the receipt of such application, at its election, either


 


(i)            afford
such applicants access to the information preserved at the time by the Trustee
in accordance with Section 7.02(a), or


 


(ii)           inform
such applicants as to the approximate number of Holders of Debt Securities of
such series or of all Debt Securities, as the case may be, whose names and
addresses appear in the information preserved at the time by the Trustee in
accordance with Section 7.02(a), and as to the approximate cost of mailing
to such Holders the form of proxy or other communication, specified in such
application.


 


If the Trustee
shall elect not to afford such applicants access to such information, the
Trustee shall, upon written request of such applicants, mail to the Holders of
Debt Securities of such series or all Holders, as the case may be, whose names
and addresses appear in the information preserved at the time by the Trustee in
accordance with Section 7.02(a), a copy of the form of proxy or other
communication which is specified in such request, with reasonable promptness
after a tender to the


 


61





















 


Trustee of the material to be mailed and of payment,
or provision for the payment, of the reasonable expenses of mailing, unless
within five Business Days after such tender, the Trustee shall mail to such
applicants and file with the Commission, together with a copy of the material
to be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interests of the Holders of
Debt Securities of such series or all Holders, as the case may be, or would be
in violation of applicable law.  Such
written statement shall specify the basis of such opinion.  If the Commission, after opportunity for a
hearing upon the objections specified in the written statement so filed, shall
enter an order refusing to sustain any of such objections or if after the entry
of an order sustaining one or more of such objections, the Commission shall
find, after notice and opportunity for hearing, that all the objections so
sustained have been met and shall enter an order so declaring, the Trustee
shall mail copies of such material to all such Holders with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.


 


(c)           Every
Holder of Debt Securities, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders in accordance with Section 7.02(b),
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing of any material
pursuant to a request made under Section 7.02(b).


 


Section 7.03.          REPORTS
BY TRUSTEE.


 


(a)           Within
60 days after April 15 of each year, commencing with the first April 15
after the first issuance of Debt Securities pursuant to this Indenture, the
Trustee shall, to the extent required by the Trust Indenture Act, transmit to
all Holders of Debt Securities of any series with respect to which it acts as
Trustee, in the manner hereinafter provided in this Section 7.03, a brief
report dated such date with respect to any of the following events which may
have occurred within the previous 12 months (but if no such event has occurred
within such period, no report need be transmitted):


 


(1)           any
change to its eligibility under Section 6.09 and its qualifications under Section 6.08;


 


(2)           the
creation of or any material change to a relationship specified in paragraph (1) through
(10) of Section 6.08(c) of this Indenture;


 


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


 


(4)           any
change to the amount, interest rate and maturity date of all other indebtedness
owing by the Company (or any other obligor on the Debt Securities of such
series) to the Trustee in its individual capacity, on the date of such report,
with a brief description of any property held as collateral security therefor,
except an indebtedness based upon a creditor relationship arising in any manner
described in Section 6.13(b)(2), (3), (4) or (6);


 


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


 


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


 


(7)           any
action taken by the Trustee in the performance of its duties hereunder which it
has not previously reported and which, in its opinion, materially affects the
Debt Securities of such series, except action in respect of a default, notice
of which has been or is to be withheld by the Trustee in accordance with Section 6.02.


 


(b)           The
Trustee shall transmit by mail to all Holders of Debt Securities of any series
(whose names and addresses appear in the information preserved at the time by
the Trustee in accordance with Section 7.02 (a)) for which it acts as the
Trustee, as hereinafter provided, a brief report with respect to the character
and amount of any advances (and if the Trustee elects so to state, the
circumstances surrounding the making thereof) made by the Trustee (as such)
since the date of the last report transmitted pursuant to subsection (a) of
this Section (or if no such report has yet been so transmitted, since the
date of execution of this instrument) for the reimbursement of which it claims
or may claim a lien or charge, prior to that of the Debt Securities of such
series, on property or funds held or collected by it as Trustee, and which it has
not previously reported pursuant to this subsection, except that the Trustee
for each series shall not be required (but may elect) to report such advances
if such advances remaining unpaid at any time aggregate 10% or less of the
principal amount of the Debt Securities of such series Outstanding at such
time, such report to be transmitted within 90 days after such time.


 


(c)           Reports
pursuant to this Section 7.03 shall be transmitted by mail:


 


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


 


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


 


(3)           except
in the cases of reports pursuant to subsection (b) of this Section 7.03,
to each Holder of a Debt Security of any series whose name and address appear
in the information preserved at the time by the Trustee in accordance with Section 7.02(a).


 


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


 


Section 7.04.          REPORTS
BY COMPANY.


 


Unless otherwise
specified with respect to a particular series of Debt Securities pursuant to Section 3.01,
the Company will file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports which the Company may be
required to file with the Commission pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934, as amended.


 


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ARTICLE EIGHT


 


CONCERNING THE HOLDERS


 


Section 8.01.          ACTS
OF HOLDERS.


 


Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such Holders in person or by an agent or proxy duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee,
and, where it is hereby expressly required, to the Company.  Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Holders signing such instrument or instruments.  For purposes of this Indenture, any action by
the Holders to be taken in writing may be taken by electronic means or as
otherwise reasonably acceptable to the Trustee. 
Whenever in this Indenture it is provided that the Holders of a
specified percentage in aggregate principal amount of the Outstanding Debt
Securities of any series may take any Act, the fact that the Holders of such
specified percentage have joined therein may be evidenced (a) by the
instrument or instruments executed by Holders in person or by agent or proxy
appointed in writing, or (b) by the record of Holders voting in favor
thereof at any meeting of such Holders duly called and held in accordance with
the provisions of Article Nine, or (c) by a combination of such
instrument or instruments and any such record of such a meeting of Holders.


 


Section 8.02.          PROOF
OF OWNERSHIP; PROOF OF EXECUTION OF INSTRUMENTS BY HOLDER.


 


The ownership of
Registered Securities of any series shall be proved by the Security Register
for such series or by a certificate of the Security Registrar for such series.


 


The ownership of
Bearer Securities shall be proved by production of such Bearer Securities or by
a certificate executed by any bank or trust company, which certificate shall be
dated and shall state that, on the date thereof, a Bearer Security bearing a
specified identifying number or other mark was deposited with, or exhibited to,
the person executing such certificate by the Person named in such certificate,
or by any other proof of possession reasonably satisfactory to the
Trustee.  The holding by the Person named
in any such certificate of any Bearer Security specified therein shall be
presumed to continue for a period of one year unless at the time of
determination of such holding (1) another certificate bearing a later date
issued in respect of the same Bearer Security shall be produced, (2) such
Bearer Security shall be produced by some other Person, (3) such Bearer
Security shall have been registered on the Security Register, if, pursuant to Section 3.01,
such Bearer Security can be so registered, or (4) such Bearer Security
shall have been canceled or paid.


 


Subject to the
provisions of Sections 6.01, 6.03 and 9.05, proof of the execution of a writing
appointing an agent or proxy and of the execution of any instrument by a Holder
or his agent or proxy shall be sufficient and conclusive in favor of the
Trustee and the Company if made in the following manner:


 


The fact and date
of the execution by any such person of any instrument may be proved by the
certificate of any notary public or other officer authorized to take acknowledgments
of deeds, that the Person executing such instrument acknowledged to him the
execution thereof, or by an affidavit of a witness to such execution sworn to
before any such notary or other such officer. 
Where such execution


 


64





















 


is by an officer of a corporation or association or a
member of a partnership on behalf of such corporation, association or
partnership, as the case may be, or by any other Person acting in a
representative capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority.


 


The record of any
Holders’ meeting shall be proved in the manner provided in Section 9.06.


 


The Trustee may in
any instance require further proof with respect to any of the matters referred
to in this Section so long as the request is a reasonable one.


 


Section 8.03.          PERSONS
DEEMED OWNERS.


 


The Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name any Registered Security is registered as the owner of such
Registered Security for the purpose of receiving payment of the principal of
(and premium, if any) and (subject to Section 3.07) interest, if any, on
such Registered Security and for all other purposes whatsoever, whether or not
such Registered Security be overdue, and neither the Company, the Trustee nor
any agent of the Company or the Trustee shall be affected by notice to the
contrary.  The Company, the Trustee, and
any agent of the Company or the Trustee may treat the Holder of any Bearer
Security or of any Coupon as the absolute owner of such Bearer Security or
Coupon for the purposes of receiving payment thereof or on account thereof and
for all other purposes whatsoever, whether or not such Bearer Security or
Coupon be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.  All payments made to any Holder, or upon his
order, shall be valid, and, to the extent of the sum or sums paid, effectual to
satisfy and discharge the liability for moneys payable upon such Debt Security
or Coupon.


 


Section 8.04.          REVOCATION
OF CONSENTS; FUTURE HOLDERS BOUND.


 


At any time prior
to (but not after) the evidencing to the Trustee, as provided in Section 8.01,
of the taking of any Act by the Holders of the percentage in aggregate
principal amount of the Outstanding Debt Securities specified in this Indenture
in connection with such Act, any Holder of a Debt Security the number, letter
or other distinguishing symbol of which is shown by the evidence to be included
in the Debt Securities the Holders of which have consented to such Act may, by
filing written notice with the Trustee at the Corporate Trust Office and upon
proof of ownership as provided in Section 8.02, revoke such Act so far as
it concerns such Debt Security.  Except
as aforesaid, any such Act taken by the Holder of any Debt Security shall be
conclusive and binding upon such Holder and, subject to the provisions of Section 5.08,
upon all future Holders of such Debt Security and all past, present and future
Holders of Coupons, if any, appertaining thereto and of any Debt Securities and
Coupons issued on transfer or in lieu thereof or in exchange or substitution
therefor, irrespective of whether or not any notation in regard thereto is made
upon such Debt Security or Coupons or such other Debt Securities or Coupons.


 


ARTICLE NINE


 


HOLDERS’ MEETINGS


 


Section 9.01.          PURPOSES
OF MEETINGS.


 


A meeting of
Holders of any or all series may be called at any time and from time to time
pursuant to the provisions of this Article Nine for any of the following
purposes:


 


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(1)           to
give any notice to the Company or to the Trustee for such series, or to give
any directions to the Trustee for such series, 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 Five;


 


(2)           to
remove the Trustee for such series and appoint a successor Trustee pursuant to
the provisions of Article Six;


 


(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 Outstanding Debt Securities of
any one or more or all series, as the case may be, under any other provision of
this Indenture or under applicable law.


 


Section 9.02.          CALL
OF MEETINGS BY TRUSTEE.


 


The Trustee for
any series may at any time call a meeting of Holders of such series to take any
action specified in Section 9.01, to be held at such time or times and at
such place or places as the Trustee for such series shall determine.  Notice of every meeting of the Holders of any
series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given to
Holders of such series in the manner and to the extent PROVIDED in Section 1.05.  Such notice shall be given not less than 10
days nor more than 90 days prior to the date fixed for the meeting.


 


Section 9.03.          CALL
OF MEETINGS BY COMPANY OR HOLDERS.


 


In case at any
time the Company, pursuant to a Board Resolution, or the Holders of at least
10% in aggregate principal amount of the Outstanding Debt Securities of a
series or of all series, as the case may be, shall have requested the Trustee
for such series to call a meeting of Holders of any or all such series by written
request setting forth in reasonable detail the action proposed to be taken at
the meeting, and the Trustee shall not have given the notice of such meeting
within 10 days after the receipt of such request, then the Company or such
Holders may determine the time or times and the place or places for such
meetings and may call such meetings to take any action authorized in Section 9.01,
by giving notice thereof as PROVIDED in Section 9.02.


 


Section 9.04.          QUALIFICATIONS
FOR VOTING.


 


To be entitled to
vote at any meeting of Holders a Person shall be (a) a Holder of a Debt
Security of the series with respect to which such meeting is being held or (b) a
Person appointed by an instrument in writing as agent or proxy by such
Holder.  The only Persons who shall be entitled
to be present or to speak at any meeting of Holders shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee for the series with respect to which such meeting is being held and its
counsel and any representatives of the Company and its counsel.


 


Section 9.05.          REGULATIONS.


 


Notwithstanding
any other provisions of this Indenture, the Trustee for any series may make
such reasonable regulations as it may deem advisable for any meeting of Holders
of such series, in


 


66





















regard to
proof of the holding of Debt Securities of such series and of the appointment
of proxies, and in regard to the appointment and duties of inspectors of votes,
the submission and examination of proxies, certificates and other evidence of
the right to vote, and such other matters concerning the conduct of the meeting
as it shall deem appropriate.


 


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 such series as provided in Section 9.03, in which case the Company or the
Holders calling the meeting, as the case may be, shall in like manner appoint a
temporary chairman.  A permanent chairman
and a permanent secretary of the meeting shall be elected by at least a
majority vote of the meeting.


 


Subject
to the provisos in the definition of “Outstanding,” at any meeting each Holder
of a Debt Security of the series with respect to which such meeting is being
held or proxy therefor shall be entitled to one vote for each $1,000 principal
amount (or such other amount as shall be specified as contemplated by Section
3.01) of Debt Securities of such series held or represented by such Holder
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 other than by
virtue of Outstanding Debt Securities of such series held by him or her or
instruments in writing duly designating him or her as the person to vote on
behalf of Holders of Debt Securities of such series.  Any meeting of Holders with respect to which
a meeting was duly called pursuant to the provisions of Section 9.02 or 9.03
may be adjourned from time to time by at least a majority of such Holders
present and the meeting may be held as so adjourned without further notice.


 


Section 9.06.          VOTING.


 


The
vote upon any resolution submitted to any meeting of Holders with respect to
which such meeting is being held shall be by written ballots on which shall be
subscribed the signatures of such Holders or of their representatives by proxy
and the serial number or numbers of the Debt Securities held or represented by
them.  The permanent chairman of the
meeting shall appoint two inspectors of votes who shall count all votes cast at
the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting.  A record in
duplicate of the proceedings of each meeting of Holders shall be taken 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 transmitted as provided in Section
9.02.  The record shall show the serial
numbers of the Debt Securities voting in favor of or against any
resolution.  The record shall be signed
and verified by the affidavits of the permanent chairman and secretary of the
meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee.


 


Any
record so signed and verified shall be conclusive evidence of the matters
therein stated.


 


Section 9.07.          NO
DELAY OF RIGHTS BY MEETING.


 


Nothing
contained in this Article Nine shall be deemed or construed to authorize or permit,
by reason of any call of a meeting of Holders 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 


 


67





















 


or
reserved to the Trustee or to any Holder under any of the provisions of this
Indenture or of the Debt Securities of any series.


 


ARTICLE TEN


 


MERGER,
CONSOLIDATION, OR SALE OF ASSETS


 


Section 10.01.        COMPANY
MAY CONSOLIDATE, MERGE OR SELL ITS ASSETS ONLY ON CERTAIN TERMS.


 


The
Company shall not consolidate or merge with or into or sell, assign, transfer,
convey or otherwise dispose of its properties and assets substantially in their
entirety (computed on a consolidated basis) to, any Person, unless:


 


(1)           either
(a) in the case of a merger or consolidation, the Company is the surviving
corporation or (b)  the Person formed by
or surviving any such consolidation or merger (if other than the Company) or to
which such sales, assignment, transfer, conveyance or other disposition shall
have been made is an entity organized or existing under the laws of the United
States, any state thereof, the District of Columbia, or any territory thereof
and expressly assumes all the obligations of the Company under this Indenture
and all outstanding Notes and the collateral documents pursuant to a
supplemental indenture or other documents or instruments in form reasonably
satisfactory to the Trustee under the Notes and this Indenture; and


 


(2)           immediately
after such transaction, no Event of Default or Default shall exist.


 


Section 10.02.        SUCCESSOR
CORPORATION SUBSTITUTED.


 


Upon
any consolidation or merger, or any sale, assignment, transfer, conveyance or
other disposition of the properties and assets of the Company substantially in
their entirety in accordance with Section 10.01 hereof, the successor Person
formed by such consolidation or into which the Company is merged or to which
such sale, assignment, transfer, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, conveyance or other disposition, the provisions of
this Indenture referring to the “Company” shall refer instead to the successor
Person and not to the Company), and may exercise every right and power of the
Company herein.


 


ARTICLE ELEVEN


 


SUPPLEMENTAL
INDENTURES


 


Section 11.01.        SUPPLEMENTAL
INDENTURES WITHOUT CONSENT OF HOLDERS.


 


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


 


(1)           to
evidence the succession of another corporation to the rights of the Company and
the assumption by such successor of the covenants and obligations of the
Company contained herein and in the Debt Securities; or


 


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


 


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


 


(4)           to
add or change any of the provisions of this Indenture to such extent as shall
be necessary to permit or facilitate the issuance of Debt Securities of any
series in bearer form, registrable or not registrable, and with or without Coupons,
to permit Bearer Securities to be issued in exchange for Registered Securities,
to permit Bearer Securities to be issued in exchange for Bearer Securities of
other authorized denominations or to permit the issuance of Debt Securities of
any series in uncertificated form, PROVIDED that any such action shall not
adversely affect the interests of the Holders of Debt Securities of any series
or any related Coupons in any material respect; or


 


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


 


(6)           to
secure the Debt Securities or to provide that any of the Company’s obligations
under any series of the Debt Securities or this Indenture shall be guaranteed
and the terms and conditions for the release or substitution of such security
or guarantee; or


 


(7)           to
supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of
Debt Securities pursuant to Article Four or Fifteen, PROVIDED that any such
action shall not adversely affect the interests of the Holders of Debt
Securities of such series or any other series of Debt Securities or any related
Coupons in any material respect; or


 


(8)           to
establish the form or terms of Debt Securities and Coupons, if any, of any
series as permitted by Sections 2.01 and 3.01; or


 


(9)           to
evidence and provide for the acceptance of appointment hereunder by a successor
or other Trustee 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; or


 


(10)         to
comply with the requirements of the Commission in connection with the
qualification of this Indenture under the Trust Indenture Act;


 


(11)         to
cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein or to make any other
provisions which shall not be inconsistent with any provision of this
Indenture; PROVIDED such other provisions shall not adversely affect the
interests of the Holders of Outstanding Debt Securities 


 


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or
Coupons, if any, of any series created prior to the execution of such
supplemental indenture in any material respect.


 


Section 11.02.        SUPPLEMENTAL
INDENTURES WITH CONSENT OF HOLDERS.


 


With
the consent of the Holders of not less than at least a majority in principal
amount of the Outstanding Debt Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders under this Indenture of such Debt Securities and Coupons, if any;
PROVIDED, HOWEVER, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Debt Security of each such series
affected thereby,


 


(1)           change
the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Debt Security, or reduce the principal amount thereof or the
rate (or extend the time for payment) of interest thereon or any premium
payable upon redemption thereof or change the Stated Maturity of or reduce the
amount of any payment to be made with respect to any Coupon, or change the
Currency or Currencies in which the principal of (and premium, if any) or
interest on such Debt Security is denominated or payable, or reduce the amount
of the principal of a Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02,
or impair the right to institute suit for the enforcement of any payment on or
after the Stated Maturity thereof (or, in the case of redemption, on or after
the Redemption Date), or alter any redemption provisions in a manner adverse to
the Holders of such series of Debt Securities or adversely affect the right to
convert any Debt Security into shares of Common Stock or other securities or
property of the Company as may be PROVIDED pursuant to Section 3.01; or


 


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


 


(3)           modify
any of the provisions of this Section, Section 5.13, or Section 12.06, except
to increase any such percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Debt Security of each series affected thereby; PROVIDED,
HOWEVER, that this clause shall not be deemed to require the consent of any
Holder with respect to changes in the references to “the Trustee” and
concomitant changes in this Section, or the deletion of this proviso, in
accordance with the requirements of Sections 6.11 and 11.01(9).


 


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


 


A
supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture with respect to one or more particular series of
Debt Securities and Coupons, if any, or which modifies the rights of the
Holders of Debt Securities and Coupons of such series with respect to 


 


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such
covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Debt securities and Coupons, if any, of any
other series.


 


Section 11.03.        EXECUTION
OF SUPPLEMENTAL INDENTURES.


 


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


 


Section 11.04.        EFFECT
OF SUPPLEMENTAL INDENTURES.


 


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


 


Section 11.05.        CONFORMITY
WITH TRUST INDENTURE ACT.


 


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


 


Section 11.06.        REFERENCE
IN DEBT SECURITIES TO SUPPLEMENTAL INDENTURES.


 


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


 


ARTICLE TWELVE


 


COVENANTS


 


Section 12.01.        PAYMENT
OF PRINCIPAL, PREMIUM AND INTEREST.


 


The
Company covenants and agrees for the benefit of each series of Debt Securities
and Coupons, if any, that it will duly and punctually pay the principal of (and
premium, if any) and interest on the Debt Securities in accordance with the
terms of the Debt Securities, the Coupons and this Indenture.  Unless otherwise specified as contemplated by
Section 3.01 with respect to any series of Debt Securities or except as
otherwise provided in Section 3.06, any interest due on Bearer Securities on or
before Maturity shall be payable only upon presentation and surrender of the
several Coupons for such interest installments as are evidenced thereby as they
severally mature.  If so provided in the
terms of any series of Debt Securities established as provided in Section 3.01,
the interest, if any, due in respect of any 


 


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temporary
Global Note or permanent Global Note, together with any additional amounts
payable in respect thereof, as provided in the terms and conditions of such
Debt Security, shall be payable only upon presentation of such Debt Security to
the Trustee for notation thereon of the payment of such interest.


 


Section 12.02.        OFFICER’S
CERTIFICATE AS TO COMPLIANCE.


 


Unless
otherwise specifically provided for with respect to any series of Debt
Securities under Section 3.01, the Company will deliver to the Trustee, within
120 days after the end of each fiscal year, a certificate of the principal
executive officer, principal financial officer or principal accounting officer
of the Company stating whether or not, to the knowledge of the signer thereof,
the Company is in compliance with all covenants and conditions under this
Indenture, and, in the event of any noncompliance, specifying such
noncompliance and the nature and status thereof of which such signer may have
knowledge.  For purposes of this Section,
such compliance shall be determined without regard to any period of grace or
requirement of notice provided under this Indenture.


 


Section 12.03.        MAINTENANCE
OF OFFICE OR AGENCY.


 


If
Debt Securities of a series are issuable only as Registered Securities, the
Company will maintain in each Place of Payment for such series an office or
agency where Debt Securities of that series may be presented or surrendered for
payment, where Debt Securities of that series may be surrendered for
registration of transfer or exchange, where Debt Securities of that series that
are convertible may be surrendered for conversion, if applicable, and where
notices and demands to or upon the Company in respect of the Debt Securities of
that series and this Indenture may be served. 
If Debt Securities of a series are issuable as Bearer Securities, the
Company will maintain (A) in the Borough of Manhattan, the City and State of
New York, an office or agency where any Registered Securities of that series
may be presented or surrendered for payment, where any Registered Securities of
that series may be surrendered for registration of transfer, where Debt
Securities of that series may be surrendered for exchange or redemption, where
notices and demands to or upon the Company in respect of the Debt Securities of
that series and this Indenture may be served and where Bearer Securities of
that series and related Coupons may be presented or surrendered for payment in
the circumstances described in the following paragraph (and not otherwise), (B)
subject to any laws or regulations applicable thereto, in a Place of Payment
for that series which is located outside the United States, an office or agency
where Debt Securities of that series and related Coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Debt Securities of that series, if so PROVIDED pursuant to Section 3.01);
PROVIDED, HOWEVER, that if the Debt Securities of that series are listed on The
Stock Exchange of the United Kingdom and the Republic of Ireland, the
Luxembourg Stock Exchange or any other stock exchange located outside the
United States and such stock exchange shall so require, the Company will
maintain a Paying Agent for the Debt Securities of that series in London,
Luxembourg or any other required city located outside the United States, as the
case may be, so long as the Debt Securities of that series are listed on such
exchange, and (C) subject to any laws or regulations applicable thereto, in a
Place of Payment for that series located outside the United States an office or
agency where any Registered Securities of that series may be surrendered for
registration of transfer, where Debt Securities of that series may be
surrendered for exchange or redemption and where notices and demands to or upon
the Company in respect of the Debt Securities of that series and this Indenture
may be served.  The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency.  If
at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee (in the case of Registered Securities) and
at the principal London office of the Trustee (in the case of Bearer
Securities), 


 


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and the
Company hereby appoints the Trustee as its agent to receive all presentations,
surrenders, notices and demands.


 


No
payment of principal, premium or interest on Bearer Securities shall be made at
any office or agency of the Company in the United States or by check mailed to
any address in the United States or by transfer to an account maintained with a
bank located in the United States; PROVIDED, HOWEVER, that, if the Debt
Securities of a series are denominated and payable in Dollars, payment of
principal of and any premium and interest on Debt Securities (including any
additional amounts payable on Securities of such series, if so PROVIDED
pursuant to Section 3.01) shall be made at the office of the Company’s Paying
Agent in the Borough of Manhattan, the City and State of New York, if (but only
if) payment in Dollars of the full amount of such principal, premium, interest
or additional amounts, as the case may be, at all offices or agencies outside
the United States maintained for the purpose by the Company in accordance with
this Indenture is illegal or effectively precluded by exchange controls or
other similar restrictions.


 


The
Company may also from time to time designate different or additional offices or
agencies to be maintained for such purposes (in or outside of such Place of
Payment), and may from time to time rescind any such designations; PROVIDED,
HOWEVER, that no such designation or rescission shall in any manner relieve the
Company of its obligations described in the preceding paragraph.  The Company will give prompt written notice
to the Trustee of any such additional designation or rescission of designation
and any change in the location of any such different or additional office or
agency.


 


Section 12.04.        MONEY
FOR DEBT SECURITIES; PAYMENTS TO BE HELD IN TRUST.


 


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


 


Whenever
the Company shall have one or more Paying Agents with respect to any series of
Debt Securities and Coupons, it will, by or on each due date of the principal
(and premium, if any) or interest on any Debt Securities of such series,
deposit with any such Paying Agent a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled thereto, and (unless any such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.


 


The
Company will cause each Paying Agent with respect to any series of Debt
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will:


 


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


 


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


 


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


 


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


 


Any
money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of (and premium, if any) or
interest on any Debt Security of any series and remaining unclaimed for two
years after such principal (and premium, if any) or interest has become due and
payable shall be paid to the Company upon Company Request, or (if then held by
the Company) shall be discharged from such trust; and the Holder of such Debt
Security or Coupon shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; PROVIDED, HOWEVER, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be transmitted in the manner and to
the extent provided by Section 1.05, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification, any unclaimed balance of such money then
remaining will be repaid to the Company.


 


Section 12.05.        CORPORATE
EXISTENCE.


 


Other
than as provided in Article Ten, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence; PROVIDED, HOWEVER, that the Company shall not be required to
preserve its corporate existence if the Company shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company.


 


Section 12.06.        WAIVER
OF CERTAIN COVENANTS.


 


The
Company may omit in any particular instance to comply with any term, provision
or condition set forth in Sections 12.01 and 12.03 through 12.05 (and, if so
specified pursuant to Section 3.01, any other covenant not set forth herein and
specified pursuant to Section 3.01 to be applicable to the Debt Securities of
any series, except as otherwise provided pursuant to Section 3.01) with respect
to the Debt Securities of any series if before the time for such compliance the
Holders of at least at least a majority in principal amount of the Outstanding
Debt Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent expressly so waived, and, until
such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.


 


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ARTICLE THIRTEEN


 


REDEMPTION
OF DEBT SECURITIES


 


Section 13.01.        APPLICABILITY
OF ARTICLE.


 


Debt
Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified pursuant to Section 3.01 for Debt Securities of any series) in
accordance with this Article.


 


Section 13.02.        ELECTION
TO REDEEM; NOTICE TO TRUSTEE.


 


The
election of the Company to redeem any Debt Securities shall be evidenced by a
Board Resolution.  In case of any
redemption at the election of the Company of less than all of the Debt
Securities of any series pursuant to Section 13.03, the Company shall, at least
45 days before the Redemption Date fixed by the Company (unless a shorter
notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Debt Securities of such series
to be redeemed.  In the case of any
redemption of Debt Securities prior to the expiration of any restriction on
such redemption provided in the terms of such Debt Securities or elsewhere in
this Indenture, the Company shall furnish the Trustee with an Officers’
Certificate evidencing compliance with such restrictions.


 


Section 13.03.        SELECTION
BY TRUSTEE OF DEBT SECURITIES TO BE REDEEMED.


 


Except
in the case of a redemption in whole of the Bearer Securities or the Registered
Securities of such series, if less than all the Debt Securities of any series
are to be redeemed at the election of the Company, the particular Debt
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Debt Securities of such
series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for Debt
Securities of such series or any integral multiple thereof) of the principal
amount of Debt Securities of such series in a denomination larger than the
minimum authorized denomination for Debt Securities of such series pursuant to
Section 3.02 in the Currency in which the Debt Securities of such series are
denominated.  The portions of the
principal amount of Debt Securities so selected for partial redemption shall be
equal to the minimum authorized denominations for Debt Securities of such
series pursuant to Section 3.02 in the Currency in which the Debt Securities of
such series are denominated or any integral multiple thereof, except as
otherwise set forth in the applicable form of Debt Securities.  In any case when more than one Registered
Security of such series is registered in the same name, the Trustee, in its
discretion, may treat the aggregate principal amount so registered as if it
were represented by one Registered Security of such series.


 


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


 


For
all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Debt Securities 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.


 


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Section 13.04.        NOTICE
OF REDEMPTION.


 


Notice
of redemption shall be given by the Company, or at the Company’s request, by
the Trustee in the name and at the expense of the Company, not less than 30
days and not more than 60 days prior to the Redemption Date to the Holders of
Debt Securities of any series to be redeemed in whole or in part pursuant to
this Article Thirteen, in the manner provided in Section 1.05.  Any notice so given shall be conclusively
presumed to have been duly given, whether or not the Holder receives such
notice.  Failure to give such notice, or
any defect in such notice to the Holder of any Debt Security of a series
designated for redemption, in whole or in part, shall not affect the
sufficiency of any notice of redemption with respect to the Holder of any other
Debt Security of such series.


 


All
notices of redemption shall state:


 


(1)           the
Redemption Date,


 


(2)           the
Redemption Price,


 


(3)           that Debt
Securities of such series are being redeemed by the Company pursuant to
provisions contained in this Indenture or the terms of the Debt Securities of
such series or a supplemental indenture establishing such series, if such be
the case, together with a brief statement of the facts permitting such redemption,


 


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


 


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


 


(6)           that,
unless otherwise specified in such notice, Coupon Securities of any series, if
any, surrendered for redemption must be accompanied by all Coupons maturing
subsequent to the date fixed for redemption, failing which the amount of any
such missing Coupon or Coupons will be deducted from the Redemption Price,


 


(7)           the Place
or Places of Payment where such Debt Securities are to be surrendered for
payment of the Redemption Price,


 


(8)           if Bearer
Securities of any series are to be redeemed and any Registered Securities of
such series are not to be redeemed, and if such Bearer Securities may be
exchanged for Registered Securities not subject to redemption on this
Redemption Date pursuant to Section 3.05(b) or otherwise, the last date on
which such exchanges may be made, and


 


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


 


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Section 13.05.        DEPOSIT
OF REDEMPTION PRICE.


 


On or
prior to the Redemption Date for any Debt Securities, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its
own Paying Agent, segregate and hold in trust as provided in Section 12.04) an
amount of money in the Currency or Currencies in which such Debt Securities are
denominated (except as provided pursuant to Section 3.01) sufficient to pay the
Redemption Price of such Debt Securities or any portions thereof which are to
be redeemed on that date.


 


Section 13.06.        DEBT
SECURITIES PAYABLE ON REDEMPTION DATE.


 


Notice
of redemption having been given as aforesaid, any Debt Securities so to be
redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price in the Currency in which the Debt Securities of such series
are payable (except as otherwise specified pursuant to Section 3.01 or 3.10),
and from and after such date (unless the Company shall default in the payment
of the Redemption Price) such Debt Securities shall cease to bear
interest.  Upon surrender of any such
Debt Security for redemption in accordance with said notice, such Debt Security
shall be paid by the Company at the Redemption Price; PROVIDED, HOWEVER, that
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section
12.03) and, unless otherwise specified as contemplated by Section 3.01, only
upon presentation and surrender of Coupons for such interest; and PROVIDED,
FURTHER, that, unless otherwise specified as contemplated by Section 3.01,
installments of interest on Registered Securities which have a Stated Maturity
on or prior to the Redemption Date for such Debt Securities shall be payable
according to the terms of such Debt Securities and the provisions of Section
3.07.


 


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


 


If any
Coupon Security surrendered for redemption shall not be accompanied by all
Coupons appertaining thereto maturing on or after the Redemption Date, the
Redemption Price for such Coupon Security may be reduced by an amount equal to
the face amount of all such missing Coupons. 
If thereafter the Holder of such Coupon shall surrender to any Paying
Agent outside the United States any such missing Coupon in respect of which a
deduction shall have been made from the Redemption Price, such Holder shall be
entitled to receive the amount so deducted.  The surrender of such missing Coupon or
Coupons may be waived by the Company and the Trustee, if there be furnished to
them such security or indemnity as they may require to save each of them and
any Paying Agent harmless.


 


Section 13.07.        DEBT
SECURITIES REDEEMED IN PART.


 


Any
Debt Security which is to be redeemed only in part shall be surrendered at the
Corporate Trust Office or such other office or agency of the Company as is
specified pursuant to Section 3.01 (in the case of Registered Securities) and at
an office of the Trustee or such other office or agency of the Company outside
the United States as is specified pursuant to Section 3.01 (in the case of
Bearer Securities) with, if the Company, the Security Registrar or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company, the Security Registrar and the Trustee duly
executed by, the Holder thereof or such Holder’s attorney duly authorized in
writing, and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Debt Security without service charge, a new Debt
Security or Debt Securities of the same series, of like tenor 


 


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and
form, of any authorized denomination as requested by such Holder in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Debt Security so surrendered, and, in the case of a Coupon
Security, with appropriate Coupons attached. 
In the case of a Debt Security providing appropriate space for such
notation, at the option of the Holder thereof, the Trustee, in lieu of
delivering a new Debt Security or Debt Securities as aforesaid, may make a
notation on such Debt Security of the payment of the redeemed portion thereof.


 


ARTICLE FOURTEEN


 


SINKING
FUNDS


 


Section 14.01.        APPLICABILITY
OF ARTICLE.


 


The
provisions of this Article shall be applicable to any sinking fund for the
retirement of Debt Securities of a series except as otherwise specified pursuant
to Section 3.01 for Debt Securities of such series.


 


The
minimum amount of any sinking fund payment provided for by the terms of Debt
Securities of any series is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for by the
terms of Debt Securities of any series is herein referred to as an “optional
sinking fund payment.”  If provided for
by the terms of Debt Securities of any series, the amount of any cash sinking
fund payment may be subject to reduction as provided in Section 14.02.  Each sinking fund payment shall be applied to
the redemption of Debt Securities of any series as provided for by the terms of
Debt Securities of such series.


 


Section 14.02.        SATISFACTION
OF MANDATORY SINKING FUND PAYMENTS WITH DEBT SECURITIES.


 


In
lieu of making all or any part of a mandatory sinking fund payment with respect
to any Debt Securities of a series in cash, the Company may at its option, at
any time no more than sixteen months and no less than 45 days prior to the date
on which such sinking fund payment is due, deliver to the Trustee Debt
Securities of such series (together with the unmatured Coupons, if any,
appertaining thereto) theretofore purchased or otherwise acquired by the
Company, except Debt Securities of such series which have been redeemed through
the application of mandatory sinking fund payments pursuant to the terms of the
Debt Securities of such series, accompanied by a Company Order instructing the
Trustee to credit such obligations and stating that the Debt Securities of such
series were originally issued by the Company by way of bona fide sale or other
negotiation for value, PROVIDED that such Debt Securities shall not have been
previously so credited.  Such Debt
Securities shall be received and credited for such purpose by the Trustee at
the Redemption Price specified in such Debt Securities for redemption through
operation of the sinking fund and the amount of such mandatory sinking fund
payment shall be reduced accordingly.


 


Section 14.03.        REDEMPTION
OF DEBT SECURITIES FOR SINKING FUND.


 


Not
less than 60 days prior to each sinking fund payment date for any series of
Debt Securities (unless a shorter period shall be satisfactory to the Trustee),
the Company will deliver to the Trustee an Officers’ Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash in the Currency or Currencies in which the Debt Securities of
such series are denominated (except as PROVIDED pursuant to Section 3.01) and
the portion thereof, if any, which is to be satisfied


 


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by
delivering and crediting Debt Securities of such series pursuant to Section
14.02 and whether the Company intends to exercise its rights to make a
permitted optional sinking fund payment with respect to such series.  Such certificate shall be irrevocable and,
upon its delivery, the Company shall be obligated to make the cash payment or
payments therein referred to, if any, on or before the next succeeding sinking
fund payment date.  In the case of the
failure of the Company to deliver such certificate, the sinking fund payment
due on the next succeeding sinking fund payment date for such series shall be
paid entirely in cash and shall be sufficient to redeem the principal amount of
the Debt Securities of such series subject to a mandatory sinking fund payment
without the right to deliver or credit Debt Securities as provided in Section
14.02 and without the right to make any optional sinking fund payment with
respect to such series at such time.


 


Any
sinking fund payment or payments (mandatory or optional) made in cash plus any
unused balance of any preceding sinking fund payments made with respect to the
Debt Securities of any particular series shall be applied by the Trustee (or by
the Company if the Company is acting as its own Paying Agent) on the sinking
fund payment date on which such payment is made (or, if such payment is made
before a sinking fund payment date, on the sinking fund payment date
immediately following the date of such payment) to the redemption of Debt
Securities of such series at the Redemption Price specified in such Debt Securities
with respect to the sinking fund.  Any
sinking fund moneys not so applied or allocated by the Trustee (or by the
Company if the Company is acting as its own Paying Agent) to the redemption of
Debt Securities shall be added to the next sinking fund payment received by the
Trustee (or if the Company is acting as its own Paying Agent, segregated and
held in trust as provided in Section 12.04) for such series and, together with
such payment (or such amount so segregated) shall be applied in accordance with
the provisions of this Section.  Any and
all sinking fund moneys with respect to the Debt Securities of any particular
series held by the Trustee (or if the Company is acting as its own Paying
Agent, segregated and held in trust as provided in Section 12.04) on the last
sinking fund payment date with respect to 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 (or by the Company if the Company is
acting as its own Paying Agent), together with other moneys, if necessary, to
be deposited (or segregated) sufficient for the purpose, to the payment of the
principal of the Debt Securities of such series at Maturity.


 


The
Trustee shall select or cause to be selected the Debt Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 13.03
and the Company shall cause notice of the redemption thereof to be given in the
manner provided in Section 13.04.  Such
notice having been duly given, the redemption of such Debt Securities shall be
made upon the terms and in the manner stated in Section 13.06.


 


On or
before each sinking fund payment date, the Company shall pay to the Trustee
(or, if the Company is acting as its own Paying Agent, the Company shall
segregate and hold in trust as provided in Section 12.04) in cash a sum, in the
Currency or Currencies in which Debt Securities of such series are denominated
(except as provided pursuant to Sections 3.01 or 3.10), equal to the principal
and any interest accrued to the Redemption Date for Debt Securities or portions
thereof to be redeemed on such sinking fund payment date pursuant to this
Section.


 


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ARTICLE FIFTEEN


 


DEFEASANCE


 


Section 15.01.        APPLICABILITY
OF ARTICLE.


 


Except
as otherwise provided in Section 15.02 or as provided pursuant to Section 3.01
with respect to a particular series of Debt Securities, the Company may
terminate its obligations under the Debt Securities of any series and this
Indenture with respect to Debt Securities of such series as set forth in
Section 15.02.


 


Section 15.02.        DEFEASANCE
UPON DEPOSIT OF MONEYS OR U.S. GOVERNMENT OBLIGATIONS.


 


At the
Company’s option, either (a) the Company shall be deemed to have been
Discharged (as defined below) from its obligations with respect to Debt
Securities of any series (“legal defeasance option”) or (b) the Company shall
cease to be under any obligation to comply with any term, provision or
condition set forth in Section 10.01 with respect to Debt Securities of any
series (and, if so specified pursuant to Section 3.01, any other obligation of
the Company or restrictive covenant added for the benefit of such series
pursuant to Section 3.01) (“covenant defeasance option”) at any time after the
applicable conditions set forth below have been satisfied:


 


(1)           The
Company shall have deposited or caused to be deposited irrevocably with the
Trustee as trust funds in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of the Debt Securities of such
series (i) money in an amount, or (ii) U.S. Government Obligations (as defined
below) which through the payment of interest and principal in respect thereof
in accordance with their terms will provide, not later than one day before the
due date of any payment, money in an amount, or (iii) a combination of (i) and
(ii), sufficient, in the opinion (with respect to (i) and (ii)) of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge each
installment of principal (including any mandatory sinking fund payments) of and
premium, if any, and interest on, the Outstanding Debt Securities of such
series on the dates such installments of interest or principal and premium are
due;


 


(2)           Such
deposit shall not cause the Trustee with respect to the Debt Securities of that
series to have a conflicting interest as defined in Section 6.08 and for
purposes of the Trust Indenture Act with respect to the Debt Securities of any
series;


 


(3)           Such
deposit will not result in a breach or violation of, or constitute a default
under, this Indenture or any other agreement or instrument to which the Company
is a party or by which it is bound;


 


(4)           No
Event of Default or Default with respect to the Debt Securities of such series
shall have occurred and be continuing on the date of such deposit and, with
respect to the legal defeasance option only, no Event of Default under Section
5.01(5) or Section 5.01(6) or event which with the giving of notice or lapse of
time, or both, would become an Event of Default under Section 5.01(5) or
Section 5.01(6) shall have occurred and be continuing on the 91st day after
such date; and


 


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(5)           The
Company shall have delivered to the Trustee an Opinion of Counsel or a ruling
from the Internal Revenue Service to the effect that the Holders of the Debt
Securities of such series will not recognize income, gain or loss for United
States Federal income tax purposes as a result of such deposit, defeasance or
Discharge.


 


Notwithstanding the foregoing, if the Company
exercises its covenant defeasance option and an Event of Default under Section
5.01(5) or Section 5.01(6) or event which, with the giving of notice or lapse
of time, or both, would become an Event of Default under Section 5.01(5) or
Section 5.01(6) shall have occurred and be continuing on the 91st day after the
date of such deposit, the obligations of the Company referred to under the
definition of covenant defeasance option with respect to such Debt Securities
shall be reinstated.


 


 “Discharged” means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by, and
obligations under, the Debt Securities of such series and to have satisfied all
the obligations under this Indenture relating to the Debt Securities of such
series (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except (A) the rights of Holders of Debt
Securities of such series to receive, from the trust fund described in clause
(1) above, payment of the principal of (and premium, if any) and interest on
such Debt Securities when such payments are due, (B) the Company’s obligations
with respect to the Debt Securities of such series under Sections 3.04(a),
3.05, 3.06, 12.03 and 15.03 and (C) the rights, powers, trusts, duties and
immunities of the Trustee hereunder.


 


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


 


Section 15.03.        DEPOSITED
MONEYS AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST.


 


All
moneys and U.S. Government Obligations deposited with the Trustee pursuant to
Section 15.02 in respect of Debt Securities of a series shall be held in trust
and applied by it, in accordance with the provisions of such 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 Holders of such Debt Securities, of all sums due and to
become due thereon for principal (and premium, if any) and interest, if any,
but such money need not be segregated from other funds except to the extent
required by law.


 


Section 15.04.        REPAYMENT
TO COMPANY.


 


The
Trustee and any Paying Agent shall promptly pay or return to the Company upon
Company Request any moneys or U.S. Government Obligations held by them at any
time that are not


 


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required for the payment of the principal of (and premium, if any) and
interest on the Debt Securities of any series for which money or U.S.
Government Obligations have been deposited pursuant to Section 15.02.


 


The
provisions of the last paragraph of Section 12.04 shall apply to any money held
by the Trustee or any Paying Agent under this Article that remains unclaimed
for two years after the Maturity of any series of Debt Securities for which
money or U.S. Government Obligations have been deposited pursuant to Section
15.02.


 


ARTICLE SIXTEEN


 


CONVERSION


 


Section 16.01.        APPLICABILITY;
CONVERSION PRIVILEGE.


 


Except
as otherwise specified pursuant to Section 3.01 for Debt Securities of any
series, the provisions of this Article Sixteen shall be applicable to any Debt
Securities that are convertible into Common Stock.  If so provided pursuant to Section 3.01 with
respect to the Debt Securities of any series, the Holder of a Debt Security of
such series shall have the right, at such Holder’s option, to convert, in
accordance with the terms of such series of Debt Securities and this Article
Sixteen, all or any part (in a denomination of, unless otherwise specified
pursuant to Section 3.01 with respect to Debt Securities of such series, $1,000
in principal amount or any integral multiple thereof) of such Debt Security
into shares of Common Stock or, as to any Debt Securities called for
redemption, at any time prior to the time and date fixed for such redemption
(unless the Company shall default in the payment of the Redemption Price, in
which case such right shall not terminate at such time and date).


 


Section 16.02.        CONVERSION
PROCEDURE; CONVERSION PRICE; FRACTIONAL SHARES.


 


(a)           Each
Debt Security to which this Article is applicable shall be convertible at the
office of the Conversion Agent, and at such other place or places, if any,
specified pursuant to Section 3.01 with respect to the Debt Securities of such
series, into fully paid and nonassessable shares (calculated to the nearest
1/100th of a share) of Common Stock.  The
Debt Securities will be converted into shares of Common Stock at the Conversion
Price therefor.  No payment or adjustment
shall be made in respect of dividends on the Common Stock or accrued interest
on a converted Debt Security except as described in Section 16.09.  The Company may, but shall not be required,
in connection with any conversion of Debt Securities, to issue a fraction of a
share of Common Stock and, if the Company shall determine not to issue any such
fraction, the Company shall, subject to Section 16.03(4), make a cash payment
(calculated to the nearest cent) equal to such fraction multiplied by the
Closing Price of the Common Stock on the last Trading Day prior to the date of
conversion.


 


(b)           Before
any Holder of a Debt Security shall be entitled to convert the same into Common
Stock, such Holder shall surrender such Debt Security duly endorsed to the
Company or in blank, or, in the case of Bearer Securities, together with all
unmatured Coupons and any matured Coupons in default attached thereto, at the
office of the Conversion Agent or at such other place or places, if any,
specified pursuant to Section 3.01 (in the case of Registered Securities) and
at an office of the Conversion Agent or at such other place or places, if any,
outside of the United States as is specified pursuant to Section 3.01 (in the
case of Bearer Securities), and shall give written notice to the Company at
said office or place that such Holder elects to convert the same and shall
state in writing therein the principal amount of Debt Securities to be
converted and the name or names (with addresses) in which 


 


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such
Holder wishes the certificate or certificates for Common Stock to be issued;
PROVIDED, HOWEVER, that no Debt Security or portion thereof shall be accepted
for conversion unless the principal amount of such Debt Security or such
portion, when added to the principal amount of all other Debt Securities or
portions thereof then being surrendered by the Holder thereof for conversion,
exceeds the then-effective Conversion Price with respect thereto.  If the Holder of a Bearer Security is unable
to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in
default, then such conversion may be effected if the Bearer Securities to be
surrendered for conversion are accompanied by payment in funds acceptable to
the Company in an amount equal to the face amount of such missing Coupon or
Coupons, or the surrender of such missing Coupon or Coupons may be waived by
the Company and the Trustee if there is furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent
harmless.  If thereafter the Holder of
such Bearer Security shall surrender to any Paying Agent any such missing
Coupon in respect of which such a payment shall have been made, then such Holder
shall be entitled to receive the amount of such payment; PROVIDED, HOWEVER,
that, except as otherwise provided in Section 12.03, interest represented by
Coupons shall be payable only upon presentation and surrender of those Coupons
at an office or agency located outside the United States.  If more than one Debt Security shall be
surrendered for conversion at one time by the same Holder, the number of full
shares of Common Stock which shall be deliverable upon conversion shall be
computed on the basis of the aggregate principal amount of the Debt Securities
(or specified portions thereof to the extent permitted thereby) so
surrendered.  Subject to the next
succeeding sentence, the Company will, as soon as practicable thereafter, issue
and deliver at said office or place to such Holder of a Debt Security, or to
such Holder’s nominee or nominees, certificates for the number of full shares
of Common Stock to which such Holder shall be entitled as aforesaid, together,
subject to the last sentence of paragraph (a) above, with cash in lieu of any
fraction of a share to which such Holder would otherwise be entitled.  The Company shall not be required to deliver
certificates for shares of Common Stock while the stock transfer books for such
stock or the Security Register are duly closed for any purpose, but
certificates for shares of Common Stock shall be issued and delivered as soon
as practicable after the opening of such books or Security Register.  A Debt Security shall be deemed to have been
converted as of the close of business on the date of the surrender of such Debt
Security for conversion as provided above, and the Person or Persons entitled
to receive the Common Stock issuable upon such conversion shall be treated for
all purposes as the record Holder or Holders of such Common Stock as of the close
of business on such date.  In case any
Debt Security shall be surrendered for partial conversion, the Company shall
execute and the Trustee shall authenticate and deliver to or upon the written
order of the Holder of the Debt Securities so surrendered, without charge to
such Holder (subject to the provisions of Section 16.08), a new Debt Security
or Securities in authorized denominations in an aggregate principal amount
equal to the unconverted portion of the surrendered Debt Security.


 


Section 16.03.        ADJUSTMENT
OF CONVERSION PRICE FOR COMMON STOCK.


 


The
Conversion Price with respect to any Debt Security which is convertible into
Common Stock shall be adjusted from time to time as follows:


 


(1)           In
case the Company shall, at any time or from time to time while any of such Debt
Securities are outstanding, (i) pay a dividend in shares of its Common Stock to
holders of Common Stock, (ii) combine its outstanding shares of Common Stock
into a smaller number of shares of Common Stock, (iii) subdivide its outstanding
shares of Common Stock into a greater number of shares of Common Stock or (iv)
make a distribution in shares of Common Stock to holders of Common Stock, then
the Conversion Price in effect immediately before such action shall be adjusted
so that the Holders of such Debt Securities, upon conversion thereof into
Common Stock immediately following such event, shall be entitled to receive the
kind and amount of shares of Common Stock of the Company which they would have
owned or been 


 


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entitled
to receive upon or by reason of such event if such Debt Securities had been
converted immediately before the record dated (or, if no record date, the
effective date) for such event.  An
adjustment made pursuant to this Section 16.03(1) shall become effective
retroactively immediately after the record date in the case of a dividend or
distribution and shall become effective retroactively immediately after the
effective date in the case of a subdivision or combination.  For the purposes of this Section 16.03(1),
each Holder of Debt Securities shall be deemed to have failed to exercise any
right to elect the kind or amount of securities receivable upon the payment of
any such dividend, subdivision, combination or distribution (PROVIDED, that if
the kind or amount of securities receivable upon such dividend, subdivision,
combination or distribution is not the same for each nonelecting share, then
the kind and amount of securities or other property receivable upon such dividend,
subdivision, combination or distribution for each nonelecting share shall be
deemed to be the kind and amount so receivable per share by a plurality of the
nonelecting shares).


 


(2)           In
case the Company shall, at any time or from time to time while any of such Debt
Securities are outstanding, issue rights or warrants to all holders of shares
of its Common Stock entitling them (for a period expiring within 45 days after
the record date for such issuance) to subscribe for or purchase shares of
Common Stock (or securities convertible into shares of Common Stock) at a price
per share less than the Current Market Price of the Common Stock at such record
date (treating the price per share of the securities convertible into Common
Stock as equal to (x) the sum of (i) the price for a unit of the security
convertible into Common Stock and (ii) any additional consideration initially
payable upon the conversion of such security into Common Stock divided by (y)
the number of shares of Common Stock initially underlying such convertible
security), the Conversion Price with respect to such Debt Securities shall be
adjusted so that it shall equal the price determined by dividing the Conversion
Price in effect immediately prior to the date of issuance of such rights or warrants
by a fraction, the numerator of which shall be the number of shares of Common
Stock outstanding on the date of issuance of such rights or warrants plus the
number of additional shares of Common Stock offered for subscription or
purchase (or into which the convertible securities so offered are initially
convertible), and the denominator of 
which shall be the number of shares of Common Stock outstanding on the
date of issuance of securities which the aggregate offering price of the total
number of shares of securities so offered for subscription or purchase (or the
aggregate purchase price of the convertible securities so offered plus the
aggregate amount of any additional consideration initially payable upon
conversion of such securities into Common Stock) would purchase at such Current
Market Price of the Common Stock.  Such
adjustment shall become effective retroactively immediately after the record
date for the determination of stockholders entitled to receive such rights or
warrants.


 


(3)           In
the case the Company shall, at any time or from time to time while any of such
Debt Securities are outstanding, distribute to all holders of shares of its
Common Stock (including any such distribution made in connection with a
consolidation or merger in which the Company is the continuing corporation and
the Common Stock is not changed or exchanged) cash, evidences of its
indebtedness, securities or assets (excluding (i) regular periodic cash
dividends in amounts, if any, determined from time to time by the Board of
Directors, (ii) dividends payable in shares of Common Stock for which
adjustment is made under Section 16.03(1) or (iii) rights or warrants to
subscribe for or purchase securities of the Company (excluding those referred
to in Section 16.03(2)), then in each such case the Conversion Price with
respect to such Debt Securities determined by dividing the Conversion Price in
effect immediately prior to the date of such distribution by a fraction, the
numerator of which shall be the Current Market Price of the Common Stock on the
record date referred to below, and the


 


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denominator
of which shall be such Current Market Price of the Common Stock less the then
fair market value (as determined by the Board of Directors of the Company,
whose determination shall be conclusive) of the portion of the cash or assets
or evidences of indebtedness or securities so distributed or of such
subscription rights or warrants applicable to one share of Common Stock
(PROVIDED that such denominator shall never be less than 1.0); PROVIDED,
HOWEVER, that no adjustment shall be made with respect to any distribution of
rights to purchase securities of the Company if a Holder of Debt Securities
would otherwise be entitled to receive such rights upon conversion at any time
of such Debt Securities into Common Stock unless such rights are subsequently
redeemed by the Company, in which case such redemption shall be treated for
purposes of this Section as a dividend on the Common Stock.  Such adjustment shall become effective
retroactively immediately after the record date for the determination of
stockholders entitled to receive such distribution; and in the event that such
distribution is not so made, the Conversion Price shall again be adjusted to
the Conversion Price which would then be in effect if such record date had not
been fixed.


 


(4)           The
Company shall be entitled to make such additional adjustments in the Conversion
Price, in addition to those required by subsections 16.03(1), 16.03(2), and
16.03(03), as shall be necessary in order that any dividend or distribution of
Common Stock, any subdivision, reclassification or combination of shares of
Common Stock or any issuance of rights or warrants referred to above shall not
be taxable to the holders of Common Stock for United States Federal income tax
purposes.


 


(5)           In
any case in which this Section 16.03 shall require that any adjustment be made
effective as of or retroactively immediately following a record date, the
Company may elect to defer (but only for five (5) Trading Days following the
filing of the statement referred to in Section 16.05) issuing to the Holder of
any Debt Securities converted after such record date the shares of Common Stock
and other capital stock of the Company issuable upon such conversion over and
above the shares of Common Stock and other capital stock of the Company
issuable upon such conversion on the basis of the Conversion Price prior to
adjustment; PROVIDED, HOWEVER, that the Company shall deliver to such Holder a
due bill or other appropriate instrument evidencing such Holder’s right to
receive such additional shares upon the occurrence of the event requiring such
adjustment.


 


(6)           All
calculations under this Section 16.03 shall be made to the nearest cent or
one-hundredth of a share of security, with one-half cent and 0.005 of a share,
respectively, being rounded upward. 
Notwithstanding any other provision of this Section 16.03, the Company
shall not be required to make any adjustment of the Conversion Price unless
such adjustment would require an increase or decrease of at least 1% of such
price.  Any lessor adjustment shall be
carried forward and shall be made at the time of, and together with, the next
subsequent adjustment which, together with any adjustment or adjustments so
carried forward, shall amount to an increase or decrease of at least 1% in such
price.  Any adjustments under this
Section 16.03 shall be made successively whenever an event requiring such an adjustment
occurs.


 


(7)           In
the event that at any time, as a result of an adjustment made pursuant to this
Section 16.03, the Holder of any Debt Security thereafter surrendered for
conversion shall become entitled to receive any shares of stock of the Company
other than shares of Common Stock into which the Debt Securities originally
were convertible, the Conversion Price of such other shares so receivable upon
conversion of any such Debt Security shall be subject to adjustment from time
to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to Common Stock contained in subparagraphs (1) through
(6) of this 


 


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Section
16.03, and the provisions of Sections 16.01, 16.02 and 16.04 through 16.09 with
respect to the Common Stock shall apply on like or similar terms to any such
other shares and the determination of the Board of Directors as to any such
adjustment shall be conclusive.


 


(8)           No
adjustment shall be made pursuant to this Section:  (i) if the effect thereof would be to reduce
the Conversion Price below the par value (if any) of the Common Stock or (ii)
subject to 16.03(5) hereof, with respect to any Debt Security that is converted
prior to the time such adjustment otherwise would be made.


 


Section 16.04.        CONSOLIDATION
OR MERGER OF THE COMPANY.


 


In
case of either (a) any consolidation or merger to which the Company is a party,
other than a merger or consolidation in which the company is the surviving or
continuing corporation and which does not result in a reclassification of, or
change (other than a change in par value or from par value to no par value or
from no par value to par value, as a result of a subdivision or combination)
in, outstanding shares of Common Stock or (b) any sale or conveyance of all or
substantially all of the property and assets of the Company to another Person,
each Debt Security then outstanding shall be convertible from and after such
merger, consolidation, sale or conveyance of property and assets into the kind
and amount of shares of stock or other securities and property (including cash)
receivable upon such consolidation, merger, sale or conveyance by a holder of
the number of shares of Common Stock into which such Debt Securities would have
been converted immediately prior to such consolidation, merger, sale or
conveyance, subject to adjustments which shall be as nearly equivalent as may
be practicable to the adjustments provided for in this Article Sixteen (and
assuming such holder of Common Stock failed to exercise his rights of election,
if any, as to the kind or amount of securities, cash or other property
(including cash) receivable upon such consolidation, merger, sale or conveyance
(provided that, if the kind or amount of securities, cash or other property
(including cash) receivable upon such consolidation, merger, sale or conveyance
is not the same for each nonelecting share, then the kind and amount of
securities, cash or other property (including cash) receivable upon such
consolidation, merger, sale or conveyance for each nonelecting share shall be
deemed to be the kind and amount so receivable per share by a plurality of the
nonelecting shares or securities)).  The
Company shall not enter into any of the transactions referred to in clause (a)
or (b) of the preceding sentence unless effective provision shall be made so as
to give effect to the provisions set forth in this Section 16.04.  The provisions of this Section 16.04 shall
apply similarly to successive consolidations, mergers, sales or conveyances.


 


Section 16.05.        NOTICE
OF ADJUSTMENT.


 


Whenever
an adjustment in the Conversion Price with respect to a series of Debt
Securities is required:


 


(1)           the
Company shall forthwith place on file with the Trustee and any Conversion Agent
for such Securities a certificate of the Treasurer of the Company, stating the
adjusted Conversion Price determined as provided herein and setting forth in
reasonable detail such facts as shall be necessary to show the reason for and
the manner of computing such adjustment, such certificate to be conclusive
evidence that the adjustment is correct; and


 


(2)           a
notice stating that the Conversion Price has been adjusted and setting forth
the adjusted Conversion Price shall forthwith be given by the Company, or at
the Company’s request, by the Trustee in the name and at the expense of the
Company, in the manner PROVIDED in Section 1.05.  Any notice so given shall be conclusively
presumed to have been duly given, whether or not the Holder receives such
notice.


 


86





















 


Section 16.06.        NOTICE
IN CERTAIN EVENTS.


 


IN
CASE:


 


(1)                       (1)  of a consolidation or merger to which the
Company is a party and for which approval of any stockholders of the Company is
required, or of the sale or conveyance to another Person or entity or group of
Persons or entities acting in concert as a partnership, limited partnership,
syndicate or other group (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended) of all or substantially all of the property and
assets of the Company; or


 


(2)           of
the voluntary or involuntary dissolution, liquidation or winding up of the
Company; or


 


(3)           of
any action triggering an adjustment of the Conversion Price pursuant to this
Article Sixteen;


 


then, in each case, the Company shall cause to be
filed with the Trustee and the Conversion Agent for the applicable Debt
Securities, and shall cause to be given, to the Holders of record of applicable
Debt Securities in the manner provided in Section 1.05, at least fifteen (15)
days prior to the applicable date hereinafter specified, a notice stating (x)
the date on which a record is to be taken for the purpose of any distribution
or grant of rights or warrants triggering an adjustment to the Conversion Price
pursuant to this Article Sixteen, or, if a record is not to be taken, the date
as of which the holders of record or Common Stock entitled to such
distribution, rights or warrants are to be determined, or (y) the date on which
any reclassification, consolidation, merger, sale, conveyance, dissolution,
liquidation or winding up triggering an adjustment to the Conversion Price
pursuant to this Article Sixteen is expected to become effective, and the date
as of which it is expected that holders of Common Stock of record shall be entitled
to exchange their Common Stock for securities or other property deliverable
upon such reclassification, consolidation, merger, sale, conveyance,
dissolution, liquidation or winding up.


 


Failure
to give such notice or any defect therein shall not affect the legality or
validity of the proceedings described in clause (1), (2), or (3) of this
Section.


 


Section 16.07.        COMPANY
TO RESERVE STOCK; REGISTRATION; LISTING.


 


(a)           The
Company shall at all times reserve and keep available, free from preemptive
rights, out of its authorized but unissued shares of Common Stock, for the
purpose of effecting the conversion of the Debt Securities, such number of its
duly authorized shares of Common Stock as shall from time to time be sufficient
to effect the conversion of all applicable outstanding Debt Securities into
such Common Stock at any time (assuming that, at the time of the computation of
such number of shares or securities, all such Debt Securities would be held by
a single holder); PROVIDED, HOWEVER, that nothing contained herein shall
preclude the Company from satisfying its obligations in respect of the
conversion of the Debt Securities by delivery of purchased shares of Common
Stock which are held in the treasury of the Company.  The Company shall from time to time, in
accordance with the laws of the State of Delaware, use its best efforts to
cause the authorized amount of the Common Stock to be increased if the
aggregate of the authorized amount of the Common Stock remaining unissued and
the issued shares of such Common Stock in its treasury (other than any such
shares reserved for issuance in any other connection) shall not be sufficient
to permit the conversion of all Debt Securities.


 


87





















 


(b)           If
any shares of Common Stock which would be issuable upon conversion of Debt
Securities hereunder require registration with or approval of any governmental
authority before such shares or securities may be issued upon such conversion,
the Company will in good faith and as expeditiously as possible endeavor to
cause such shares or securities to be duly registered or approved, as the case
may be.  The Company will endeavor to
list the shares of Common Stock required to be delivered upon conversion of the
Debt Securities prior to such delivery upon the principal national securities
exchange upon which the outstanding Common Stock is listed at the time of such
delivery.


 


Section 16.08.        TAXES
ON CONVERSION.


 


The
Company shall pay any and all documentary, stamp or similar issue or transfer
taxes that may be payable in respect of the issue or delivery of shares of
Common Stock on conversion of Debt Securities pursuant hereto.  The Company shall not, however, be required
to pay any such tax which may be payable in respect of any transfer involved in
the issue or delivery of shares of Common Stock or the portion, if any, of the
Debt Securities which are not so converted in a name other than that in which
the Debt Securities so converted were registered (in case of Registered
Securities), and no such issue or delivery shall be made unless and until the
Person requesting such issue has paid to the Company the amount of such tax or
has established to the satisfaction of the Company that such tax has been paid.


 


Section 16.09.        CONVERSION
AFTER RECORD DATE.


 


If any
Debt Securities are surrendered for conversion subsequent to the record date
preceding an Interest Payment Date but on or prior to such Interest Payment
Date (except Debt Securities called for redemption on a Redemption Date between
such record date and Interest Payment Date), the Holder of such Debt Securities
at the close of business on such record date shall be entitled to receive the
interest payable on such Debt Securities on such Interest Payment Date
notwithstanding the conversion thereof. 
Debt Securities surrendered for conversion during the period from the
close of business on any record date next preceding any Interest Payment Date
to the opening of business on such Interest Payment Date shall (except in the
case of Debt Securities which have been called for redemption on a Redemption
Date within such period) be accompanied by payment in New York Clearing House
funds or other funds and in the Currency acceptable to the Company of an amount
equal to the interest payable on such Interest Payment Date on the Debt
Securities being surrendered for conversion. 
Except as provided in this Section 16.09, no adjustments in respect of
payments of interest on Debt Securities surrendered for conversion or any
dividends or distributions of interest on the Common Stock issued upon
conversion shall be made upon the conversion of any Debt Securities.


 


Section 16.10.        COMPANY
DETERMINATION FINAL.


 


Any
determination that the Company or the Board of Directors must make pursuant to
this Article is conclusive.


 


Section 16.11.        TRUSTEE’S
DISCLAIMER.


 


The
Trustee has no duty to determine when an adjustment under this Article should
be made, how it should be made or what it should be.  The Trustee makes no representation as to the
validity or value of any securities or assets issued upon conversion of Debt
Securities.  The Trustee shall not be
responsible for the Company’s failure to comply with this Article.  Each Conversion Agent other than the Company
shall have the same protection under this Section as the Trustee.


 


88





















 


IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed.


 


	
   

  	
  PARK
  PLACE ENTERTAINMENT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/

  	
  Scott
  A. LaPorta

  
	
   

  	
  Name:

  	
  Scott
  A. LaPorta

  
	
   

  	
  Title:

  	
  Executive
  Vice President and Chief Financial

  Officer

  
	
   

  	
   

  	
   

  
	
  [SEAL]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/

  	
  Janet E. Stockwell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Janet E. Sockwell, CFA

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Assistant Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Norwest Bank Minnesota, N.A., as Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
    /s/

  	
  Timothy P. Mowdy

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Timothy P. Mowdy

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Corporate Trust Officer

  
										



 


S-1





















 


EXHIBIT A


 


[FORM
OF REDEEMABLE OR NONREDEEMABLE DEBT SECURITY] 

[FACE OF DEBT SECURITY]


 


THIS DEBT SECURITY IS A GLOBAL NOTE WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE THEREOF.  THIS
DEBT SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES
REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE
THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
EVERY DEBT SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF
TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS DEBT SECURITY SHALL BE A
GLOBAL NOTE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.


 


[IF THIS DEBT SECURITY IS AN ORIGINAL ISSUE DISCOUNT
DEBT SECURITY, INSERT— FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE UNITED
STATES INTERNAL REVENUE CODE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS
DEBT SECURITY IS            %
OF ITS PRINCIPAL AMOUNT, THE ISSUE DATE IS                 ,
19    [AND] THE YIELD TO MATURITY IS        
%.  [THE METHOD USED TO DETERMINE THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF                 ,
19    TO                 ,
19   , IS        % OF THE
PRINCIPAL AMOUNT OF THIS DEBT SECURITY.]


 


PARK PLACE ENTERTAINMENT
CORPORATION

[DESIGNATION OF SERIES]


 


	
  No.                  
  $                   

  	
  CUSIP
  NO.:                  

  



 


PARK PLACE ENTERTAINMENT CORPORATION, a Delaware
corporation (herein referred to as the “Company,” which term includes any
successor corporations under the Indenture referred to on the reverse hereof),
for value received, hereby promises to pay to                                             
or registered assigns the principal sum of                                             
Dollars on                  
(the “Stated Maturity Date”) [OR INSERT DATE FIXED FOR EARLIER REDEMPTION (the “Redemption
Date”) and, together with the Stated Maturity Date with respect to principal
repayable on such date, the “Maturity Date”)].


 


[IF THE DEBT SECURITY IS TO BEAR INTEREST PRIOR TO
MATURITY, INSERT—and to pay interest thereon from                                             
or from the most recent interest payment date to which interest has been paid
or duly provided for, semi-annually on                                
and                                
in each year (each, an “Interest Payment Date”), commencing                                ,
at the rate of           %
per annum, until the principal hereof is paid or duly provided for.  The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Holder in whose name this Debt Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the                                
or                                
(whether or not a Business Day, as defined below), as the case may be, next
preceding such Interest Payment Date [at the office or agency of the Company
maintained for such purpose; PROVIDED, HOWEVER, that such interest may be paid,
at the 


 


A-1





















 


Company’s option, by mailing a check to such Holder at his or her
registered address or by transfer of funds to an account maintained by such
Holder within the United States].  Any
such interest not so punctually paid or duly provided for shall forthwith cease
to be payable to the Holder on such Regular Record Date, and may be paid to the
Holder in whose name this Debt Security (or one or more Predecessor Debt
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Debt Securities of this series not less
than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Debt Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.]


 


[IF THE DEBT SECURITY IS NOT TO BEAR INTEREST PRIOR TO
MATURITY, INSERT --The principal of this Debt Security shall not bear interest
except in the case of a default in payment of principal upon acceleration, upon
redemption or at the [Stated] Maturity Date and in such case the overdue
principal of this Debt Security shall bear interest at the rate of              %
per annum (to the extent that the payment of such interest shall be legally
enforceable), which shall accrue from the date of such default in payment to
the date payment of such principal has been made or duly provided for.  Interest on any overdue principal shall be
payable on demand.  Any such interest on
any overdue principal that is not so paid on demand shall bear interest at the rate
of            % per annum (to
the extent that the payment of such interest shall be legally enforceable),
which shall accrue from the date of such demand for payment to the date payment
of such interest has been made or duly provided for, and such interest shall
also be payable on demand.]


 


The principal of this Debt Security payable on the
[Stated] Maturity Date [or the principal of, premium, if any, and, if the
Redemption Date is not an Interest Payment Date, interest on this Debt Security
payable on the Redemption Date] will be paid against presentation of this Debt
Security at the office or agency of the Company maintained for that purpose in                      ,
in such coin or currency of the United States as at the time of payment is
legal tender for the payment of public and private debts.


 


Interest payable on this Debt Security on any Interest
Payment Date and on the [Stated] Maturity Date [or Redemption Date, as the case
may be,] will include interest accrued from and including the next preceding
Interest Payment Date in respect of which interest has been paid or duly provided
for (or from and including                      ,
if no interest has been paid on this Debt Security) to but excluding such
Interest Payment Date or the [Stated] Maturity Date [or Redemption Date, as the
case may be].  If any Interest Payment
Date or the [Stated] Maturity Date [or Redemption Date] falls on a day that is
not a Business Day, principal, premium, if any, and/or interest payable with
respect to such Interest Payment Date or [Stated] Maturity Date [or Redemption
Date, as the case may be,] will be paid on the next succeeding Business Day
with the same force and effect as if it were paid on the date such payment was
due, and no interest shall accrue on the amount so payable for the period from
and after such Interest Payment Date or [Stated] Maturity Date [or Redemption
Date, as the case may be].  “Business Day”
means any day, other than a Saturday or Sunday, on which banks in [New York]
are not required or authorized by law or executive order to close.


 


[IF THIS DEBT SECURITY IS A GLOBAL DEBT SECURITY,
INSERT—All payments of principal, premium, if any, and interest in respect of
this Debt Security will be made by the Company in immediately available funds.]


 


Reference is hereby made to the further provisions of
this Debt Security set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place.


 


A-2





















 


Unless the Certificate of Authentication hereon has
been executed by the Trustee by manual signature of one of its authorized
signatories, this Debt Security shall not be entitled to any benefit under the
Indenture, or be valid or obligatory for any purpose.


 


IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its [facsimile] corporate seal.


 


	
   

  	
  PARK
  PLACE ENTERTAINMENT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  
	
   

  
	
   

  	
  , as Trustee

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
  Title:

  
							



 


A-3





















 


EXHIBIT A


 


[Reverse
of Debt Security]


 


PARK
PLACE ENTERTAINMENT CORPORATION


 


This Debt Security is one of a duly authorized issue
of securities of the Company, issued and to be issued in one or more series
under an Indenture, dated as of                     ,
199    (herein called the “Indenture”) between the Company and                                  ,
as Trustee (herein called the “Trustee,” which term includes any successor
trustee under the Indenture with respect to the series of which this Debt Security
is a part), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Debt Securities, and of the terms upon which the Debt Securities
are, and are to be, authenticated and delivered.  This Debt Security is one of the duly
authorized series of Debt Securities designated on the face hereof
(collectively, the “Debt Securities”), [IF APPLICABLE, INSERT—and the aggregate
principal amount of the securities to be issued under such series is limited to
$                  
(except for Debt Securities authenticated and delivered upon transfer of, or in
exchange for, or in lieu of other Debt Securities).] All terms used in this
Debt Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.


 


If an Event of Default shall occur and be continuing,
the principal of the Debt Securities of this series may be declared due and
payable in the manner and with the effect PROVIDED in the Indenture.


 


[IF APPLICABLE, INSERT—The Debt Securities may not be
redeemed prior to the [Stated] Maturity Date.]


 


[IF APPLICABLE, INSERT—The Debt Securities are subject
to redemption [(a) [IF APPLICABLE, INSERT—on                          
in any year commencing with the year         
and ending with the year         
through operation of the sinking fund for this series at a Redemption Price
equal to 100% of the principal amount and (b)] [IF APPLICABLE, INSERT—at any
time [on or after                                  ],
as a whole or in part, at the election of the Company, at the following
Redemption Prices (expressed as percentages of the principal amount):  If redeemed on or before                     ,
        % and if redeemed during the
12-month period beginning                             
of the years indicated, at the Redemption Prices indicated below. 


 




	
  Year

  	
   

  	
  Redemption Price

  	
   

  	
  Year

  	
   

  	
  Redemption Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


and thereafter at a Redemption Price equal to         %
of the principal amount, together, in the case of any such redemption [IF
APPLICABLE, INSERT—(whether through operation of the sinking fund or
otherwise)], with accrued interest to the Redemption Date; PROVIDED, HOWEVER,
that installments of interest on this Debt Security whose Stated Maturity is on
or prior to such Redemption Date will be payable to the Holder of this Debt
Security, or one or more Predecessor Debt Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]


 


A-1





















 


[IF
APPLICABLE, INSERT—The Debt Securities are subject to redemption (a) on                           
in any year commencing with the year         
and ending with the year through operation of the sinking fund for this series
at the Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below
and (b) at any time on or after                       ],
as a whole or in part, at the election of the Company, at the Redemption Prices
for redemption otherwise than through operation of the sinking fund (expressed
as percentages of the principal amount) set forth in the table below:  If redeemed during the 12-month period
beginning of the years indicated, 


 




	
  Year

  	
   

  	
  Redemption Price for

  Redemption Through

  Operation of the

  Sinking Fund

  	
   

  	
  Year

  	
   

  	
  Redemption Price for

  Redemption Otherwise Than

  Through Operation of the

  Sinking Fund

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


and thereafter at a Redemption Price equal to      %
of the principal amount, together, in the case of any such redemption (whether
through operation of the sinking fund or otherwise), with accrued interest to
the Redemption Date; PROVIDED, HOWEVER, that installments of interest on this
Debt Security whose Stated Maturity is on or prior to such Redemption Date will
be payable to the Holder of this Debt Security, or one or more Predecessor Debt
Securities, of record at the close of business on the relevant record dates
referred to on the face hereof, all as provided in the Indenture.]


 


[IF APPLICABLE, INSERT—Notwithstanding the foregoing,
the Company may not, prior to                     
redeem any Debt Securities as contemplated by [clause (2) of] the preceding
paragraph as a part of, or in anticipation of, any refunding operation by the
application, directly or indirectly, of money borrowed having an interest cost
to the Company (calculated in accordance with generally accepted financial
practice) of less than      % per annum.]


 


[IF APPLICABLE, INSERT—The sinking fund for the Debt
Securities provides for the redemption on                        
in each year, beginning with the year         
and ending with the year         , of
[not less than] $     ] [(“mandatory sinking fund”)
and not more than $               ]
aggregate principal amount of the Debt Securities. [The Debt Securities
acquired or redeemed by the Company otherwise than through [mandatory] sinking
fund payments may be credited against subsequent [mandatory] sinking fund
payments otherwise required to be made in the [DESCRIBE ORDER] order in which
they become due.]]


 


Notice of redemption will be given by mail to Holders
of Debt Securities, not less than 30 nor more than 60 days prior to the
Redemption Date, all as provided in the Indenture.


 


In the event of redemption of the Debt Security in
part only, a new Debt Security or Debt Securities for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the cancellation
hereof.


 


[IF APPLICABLE, INSERT CONVERSION PROVISIONS SET FORTH
IN ANY BOARD RESOLUTION OR INDENTURE SUPPLEMENTAL TO THE INDENTURE.]


 


A-2





















 


The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Debt Securities
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than at least a majority of the aggregate principal
amount of all Debt Securities issued under the indenture at the time
Outstanding and affected thereby.  The Indenture
also contains provisions permitting the Holders of not less than at least a
majority of the aggregate principal amount of the Outstanding Debt Securities,
on behalf of the Holders of all such Debt Securities, to waive compliance by
the Company with certain provisions of the Indenture.  Furthermore, provisions in the Indenture
permit the Holders of not less than at least a majority of the aggregate
principal amount, in certain instances, of the Outstanding Debt Securities of
any series to waive, on behalf of all of the Holders of Debt Securities of such
series, certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of
this Debt Security shall be conclusive and binding upon such Holder and upon
all future Holders of this Debt Security and other Debt Securities issued upon
the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Debt
Security.


 


No reference herein to the Indenture and no provision
of this Debt Security or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the principal of
(and premium, if any) and interest on this Debt Security at the times, rates
and in the coin or currency, herein prescribed.


 


As provided in the Indenture and subject to certain
limitations therein [and herein] set forth, the transfer of this Debt Security
is registrable in the Security Register of the Company upon surrender of this
security for registration of transfer at the office or agency of the Company in
any place where the principal of (and premium, if any) and interest on this
Debt Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or by his attorney duly
authorized in writing, and thereupon one or more new Debt Securities, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.


 


As provided in the Indenture and subject to certain
limitations therein [and herein] set forth, this Debt Security is exchangeable
for a like aggregate principal amount of Debt Securities of different
authorized denominations but otherwise having the same terms and conditions, as
requested by the Holder hereof surrendering the same.


 


The Debt Securities of this series are issuable only
in registered form [without coupons] in denominations of $               
and any integral multiple thereof.  No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.


 


Prior to due presentment of this Debt Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Debt Security is
registered as the owner hereof for all purposes, whether or not this Debt
Security be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.


 


No recourse shall be had for the payment of the
principal of or premium, if any, or the interest on this Debt Security, or for
any claim based hereon, or otherwise in respect hereof, or based on or in
respect of the Indenture or any indenture supplemental thereto, against any
past, present or future incorporator, stockholder, employee, officer or
director, as such, of the Company or of any successor or Affiliate of the
Company, either directly or through the Company or any successor, whether by
virtue of 


 


A-3





















 


any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.


 


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


 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


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


 


	
  [

  	
   

  	
  ], as Trustee

  



 


	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  	
   

  
	
   

  
	
  Dated:

  	
   

  	
   

  
						



 


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EXHIBIT B


 


[FORM
OF COUPON]


 


[FACE
OF COUPON]


 


 [INSERT ANY LEGEND REQUIRED BY THE INTERNAL
REVENUE CODE AND THE 

REGULATIONS THEREUNDER.]


 


No.                      


 


ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION
WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS,
INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287 (a) OF THE
INTERNAL REVENUE CODE.


 


On the
[        ] Interest Payment Date 

[                         ]


 


PARK PLACE ENTERTAINMENT CORPORATION (the “Company”)
will pay to bearer, upon surrender hereof, the interest payable with respect to
above-referenced Interest Payment Date on its [Name of the Debt Securities]
with the certificate number set forth below, together with any additional
amounts which may be payable under the terms of the Debt Security, unless the
Debt Security shall have been previously called for redemption or submitted for
repayment and sums for such redemption or repayment duly provided.  Payment of this coupon will be made in the
currency set forth on the face of such Debt Security upon surrender hereof, subject
to applicable laws and regulations, only (subject to certain limited exceptions
set forth in such Debt Security) at such paying agencies outside the United
States and its possessions as the Company may appoint from time to time.  Such payments will be made, at the option of
the bearer, by check mailed or delivered to an address outside the United
States and its possessions furnished by such bearer or by payment to an account
maintained by the payee with a bank located outside the United States.  [This coupon will become void unless presented
for payment within [     ] years from the due date
hereof.]  Reference is made to the Debt
Security for definitions of terms used herein.


 


Park Place Entertainment Corporation


 


 


By:


 


Certificate Number:


 


[Reverse of Coupon]


 


Paying
Agencies (subject to change)


 


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EXHIBIT C


 


[FORMS
OF CERTIFICATION]


 


[FORM
OF CERTIFICATE TO BE GIVEN BY

PERSON ENTITLED TO RECEIVE BEARER SECURITY 

OR INTEREST PRIOR TO AN EXCHANGE DATE] 

CERTIFICATE


 


[Insert
title or sufficient description 

of Debt Securities to be delivered]


 


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


 


We
undertake to advise you promptly by tested telex on or prior to the date on
which you intend to submit your certification relating to the beneficial
interest in the temporary global Debt Security held by you for our account in
accordance with your operating procedures if any applicable statement herein is
not correct on such date, and in the absence of any such notification it may be
assumed that this certification applies as of such date.


 


This
certificate excepts and does not relate to                 
principal amount of Debt Securities held by you for our account as to which we
are not able to provide a certificate in this form.  We understand that exchange of such portion
of the temporary Global Note for definitive Bearer Securities or interests in a
permanent Global Note cannot be made until we are able to provide a certificate
in this form.


 


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


 


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 “United States person” means any citizen or
resident of the United States, any corporation, partnership or other entity
created or organized in or under the laws of the United States and any estate or
trust the income of which is subject to United States federal income taxation
regardless of its source. “United States” means the United States of America
(including the States and the District of Columbia), its territories and
possessions and other areas subject to its jurisdiction.


 


Dated:                                                   ,
19   


 


[To be dated no earlier than the

10th day before the Exchange Date]


 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  As, or as agent for, the beneficial

  
	
   

  	
   

  	
  owner(s) of the portion of the

  
	
   

  	
   

  	
  temporary global Note to which

  
	
   

  	
   

  	
  this certificate relates.

  



 


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EXHIBIT D


 


[FORM
OF CERTIFICATE TO BE GIVEN BY EURO-CLEAR AND 

CEDEL, S.A. IN CONNECTION WITH THE EXCHANGE OF 

A PORTION OF A TEMPORARY GLOBAL NOTE] 

CERTIFICATE


 


[Insert
title or sufficient description 

of Debt Securities to be delivered]


 


The
undersigned certifies that, based solely on certifications we have received in
writing, by tested telex or by electronic transmission from member organizations
appearing in our records as persons being entitled to a portion of the
principal amount set forth below (our “Member Organizations”) substantially to
the effect set forth in the Indenture as of the date hereof,                     
principal amount of the above-captioned Debt Securities (i) is owned by
person(s) that are not United States person(s) (as defined below), (ii) is
owned by United States person(s) that are (a) foreign branches of United States
financial institutions (as defined in Section 1.165-12(c)(1)(v) of the United
States Treasury regulations) (“financial institutions”) purchasing for their
own account or for resale, or (b) United States person(s) who acquired the Debt
Securities through foreign branches of United States financial institutions and
who hold the Debt Securities through such United States financial institutions
on the date hereof (and in either case (a) or (b), each such United States
financial institution has agreed, on its own behalf or through its agent, that
we may advise the Company or the Company’s agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code
of 1986, as amended, and the Treasury regulations thereunder), or (iii) is
owned by United States or foreign financial institution(s) for the purpose of
resale during the restricted period (as defined in Section
1.163-5(c)(2)(i)(D)(7) of the United States Treasury regulations), and in
addition United States or foreign financial institutions described in clause
(iii) above (whether or not also described in clause (i) or (ii)) have
certified that they have not acquired the Debt Securities for the purpose of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions.


 


We
further certify (i) that we are not making available for exchange or collection
of any interest any portion of the temporary Global Note excepted in such
certifications and (ii) that as of the date hereof we have not received any
notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any portion of the
part submitted herewith for exchange or collection of any interest are no
longer true and cannot be relied upon as of the date hereof.


 


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


 


C-1





















 


“United
States person” means any citizen or resident of the United States, any
corporation, partnership or other entity created or organized in or under the
laws of the United States and any estate or trust the income of which is
subject to United States federal income taxation regardless of its source. “United
States” means the United States of America (including the States and the
District of Columbia), its territories and possessions and other areas subject
to its jurisdiction.


 


Dated:                                                   ,
19   


 


[To be dated no earlier than the

Exchange Date]


 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  [MORGAN GUARANTY TRUST

  
	
   

  	
  COMPANY OF NEW YORK,

  
	
   

  	
  BRUSSELS OFFICE, as

  
	
   

  	
  Operator of the Euro-Clear

  
	
   

  	
  System] [CEDEL, S.A.]

  



 


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