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WASHINGTON MUTUAL, INC.    
  




 
 

Standard Multiple-Series
  
    Indenture Provisions    
  




 
 

Dated as of April    , 2002    
  








  



 
 

Table of Contents    
  



	 
	 	 
	 	 
	 	Page

	ARTICLE I Definitions and Other Provisions of General Application	 	1
	 	 	1.1	 	Definitions	 	1
	 	 	1.2	 	Compliance Certificates and Opinions	 	5
	 	 	1.3	 	Form of Documents Delivered to Trustee	 	6
	 	 	1.4	 	Acts of Holders; Record Dates	 	6
	 	 	1.5	 	Notices, etc., to Trustee and Company	 	8
	 	 	1.6	 	Notice to Holders; Waiver	 	8
	 	 	1.7	 	Conflict with Trust Indenture Act	 	8
	 	 	1.8	 	Effect of Headings and Table of Contents	 	9
	 	 	1.9	 	Successors and Assigns	 	9
	 	 	1.10	 	Separability Clause	 	9
	 	 	1.11	 	Benefits of Indenture	 	9
	 	 	1.12	 	Governing Law	 	9
	 	 	1.13	 	Legal Holidays	 	9
	 	 	1.14	 	Language of Notices, Etc.	 	9
	 	 	1.15	 	Counterparts	 	9
	

ARTICLE II Security Forms	
 	

9
	 	 	2.1	 	Forms Generally	 	9
	 	 	2.2	 	Form of Trustee's Certificate of Authentication	 	10
	 	 	2.3	 	Securities in Global Form	 	10
	

ARTICLE III The Securities	
 	

11
	 	 	3.1	 	Amount Unlimited; Issuable in Series	 	11
	 	 	3.2	 	Denominations	 	13
	 	 	3.3	 	Execution, Authentication, Delivery and Dating	 	13
	 	 	3.4	 	Temporary Securities	 	15
	 	 	3.5	 	Registration, Registration of Transfer and Exchange	 	16
	 	 	3.6	 	Mutilated, Destroyed, Lost and Stolen Securities	 	20
	 	 	3.7	 	Payment of Interest; Interest Rights Preserved	 	21
	 	 	3.8	 	Persons Deemed Owners	 	21
	 	 	3.9	 	Cancellation	 	22
	 	 	3.10	 	Computation of Interest	 	22
	 	 	3.11	 	Manner of Payments in Respect of Securities	 	22
	 	 	3.12	 	Compliance with Certain Laws and Regulations	 	23
	

ARTICLE IV Satisfaction and Discharge	
 	

23
	 	 	4.1	 	Satisfaction and Discharge of Indenture	 	23
	 	 	4.2	 	Application of Trust Money	 	24
	 	 	4.3	 	Satisfaction, Discharge and Defeasances of Securities of Any Series	 	24
	 	 	4.4	 	Reinstatement	 	25
	 	 	4.5	 	Definitions	 	25
	

ARTICLE V Remedies	
 	

26
	 	 	5.1	 	Events of Default	 	26
	 	 	5.2	 	Acceleration of Maturity; Rescission and Annulment	 	27
	 	 	5.3	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	28



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	 	 	5.4	 	Trustee May File Proofs of Claim	 	28
	 	 	5.5	 	Trustee May Enforce Claims Without Possession of Securities	 	28
	 	 	5.6	 	Application of Money Collected	 	28
	 	 	5.7	 	Limitation on Suits	 	29
	 	 	5.8	 	Unconditional Right of Holders to Receive Principal, Premium and interest	 	29
	 	 	5.9	 	Restoration of Rights and Remedies	 	29
	 	 	5.10	 	Rights and Remedies Cumulative	 	30
	 	 	5.11	 	Delay or Omission Not Waiver	 	30
	 	 	5.12	 	Control by Holders	 	30
	 	 	5.13	 	Waiver of Past Defaults	 	30
	 	 	5.14	 	Undertaking for Costs	 	30
	

ARTICLE VI The Trustee	
 	

31
	 	 	6.1	 	Certain Duties and Responsibilities	 	31
	 	 	6.2	 	Notice of Defaults	 	32
	 	 	6.3	 	Certain Rights of Trustee	 	32
	 	 	6.4	 	Not Responsible for Recitals or Issuance of Securities	 	33
	 	 	6.5	 	May Hold Securities	 	33
	 	 	6.6	 	Money Held in Trust	 	33
	 	 	6.7	 	Compensation and Reimbursement	 	33
	 	 	6.8	 	Disqualification; Conflicting Interests	 	34
	 	 	6.9	 	Corporate Trustee Required; Eligibility	 	34
	 	 	6.10	 	Resignation and Removal; Appointment of Successor	 	34
	 	 	6.11	 	Acceptance of Appointment by Successor	 	35
	 	 	6.12	 	Merger, Conversion, Consolidation or Succession to Business	 	36
	 	 	6.13	 	Preferential Collection of Claims Against Company	 	36
	 	 	6.14	 	Appointment of Authenticating Agent	 	36
	

ARTICLE VII Holders' Lists and Reports by Trustee and Company	
 	

38
	 	 	7.1	 	Company To Furnish Trustee Names and Addresses of Holders	 	38
	 	 	7.2	 	Preservation of Information; Communications to Holders	 	39
	 	 	7.3	 	Reports by Trustee	 	39
	 	 	7.4	 	Reports by Company	 	39
	

ARTICLE VIII Consolidation, Merger, Conveyance, Transfer or Lease	
 	

39
	 	 	8.1	 	Company May Consolidate, Etc.	 	39
	 	 	8.2	 	Successor Corporation Substituted	 	40
	

ARTICLE IX Supplemental Indentures	
 	

40
	 	 	9.1	 	Supplemental Indentures Without Consent of Holders	 	40
	 	 	9.2	 	Supplemental Indentures With Consent of Holders	 	41
	 	 	9.3	 	Execution of Supplemental Indentures	 	42
	 	 	9.4	 	Effect of Supplemental Indentures	 	42
	 	 	9.5	 	Conformity With Trust Indenture Act	 	43
	 	 	9.6	 	Reference in Securities to Supplemental Indentures	 	43
	

ARTICLE X Covenants	
 	

43
	 	 	10.1	 	Payment of Principal, Premium and Interest	 	43
	 	 	10.2	 	Maintenance of Office or Agency	 	43
	 	 	10.3	 	Money for Securities Payments to be Held in Trust	 	44



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	 	 	10.4	 	Additional Amounts	 	45
	 	 	10.5	 	Statement as to Compliance	 	46
	

ARTICLE XI Redemption of Securities	
 	

46
	 	 	11.1	 	Applicability of Article	 	46
	 	 	11.2	 	Election to Redeem; Notice to Trustee	 	46
	 	 	11.3	 	Selection by Trustee of Securities to be Redeemed	 	46
	 	 	11.4	 	Notice of Redemption	 	47
	 	 	11.5	 	Deposit of Redemption Price	 	47
	 	 	11.6	 	Securities Payable on Redemption Date	 	47
	 	 	11.7	 	Security Redeemed in Part	 	48
	

ARTICLE XII Sinking Funds	
 	

48
	 	 	12.1	 	Applicability of Article	 	48
	 	 	12.2	 	Satisfaction of Sinking Fund Payments With Securities	 	49
	 	 	12.3	 	Redemption of Securities for Sinking Fund	 	49
	

ARTICLE XIII Meetings of Holders of Securities	
 	

49
	 	 	13.1	 	Purposes for Which Meetings May Be Called	 	49
	 	 	13.2	 	Call, Notice and Place of Meetings	 	49
	 	 	13.3	 	Persons Entitled To Vote at Meetings	 	50
	 	 	13.4	 	Quorum; Action	 	50
	 	 	13.5	 	Determination of Voting Rights; Conduct and Adjournment of Meetings	 	51
	 	 	13.6	 	Counting Votes and Recording Action of Meetings	 	51
	

ARTICLE XIV Immunity of Incorporators, Stockholders, Officers and Directors	
 	

52
	 	 	14.1	 	Immunity of Incorporators, Stockholders, Officers and Directors	 	52
	

ARTICLE XV Subordination	
 	

52
	 	 	15.1	 	Agreement to Subordinate	 	52
	 	 	15.2	 	No Payments to Holders of Securities in Certain Circumstances	 	52
	 	 	15.3	 	Payments by Trustee or Holders of Securities to Holders of Senior Debt	 	53
	 	 	15.4	 	Subrogation	 	54
	 	 	15.5	 	Obligation of Company Unconditional	 	54
	 	 	15.6	 	Payments on Securities Permitted	 	55
	 	 	15.7	 	Effectuation of Subordination by Trustee	 	55
	 	 	15.8	 	Knowledge of Trustee	 	55
	 	 	15.9	 	Trustee May Hold Senior Debt	 	56
	 	 	15.10	 	Rights of Holders of Senior Debt Not Impaired	 	56
	 	 	15.11	 	Rights and Obligations Subject to Power of Court	 	56
	 	 	15.12	 	Definitions	 	56




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ARTICLE I
  Definitions and Other Provisions of General Application    
  


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



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



        (b)  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; 


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


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




        Certain
terms, used principally within an Article of this Indenture, may be defined in that Article. 


        "Act"
when used with respect to any Holder, has the meaning specified in Section 1.4. 


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


        "Authenticating
Agent" means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate securities of one or more series. 


        "Authorized
Newspaper" means a newspaper of general circulation in the place of publication, printed in the official language of the country of publication and customarily published on
each Business Day, whether or not published on Saturdays, Sundays or holidays. Whenever successive weekly publications in an Authorized Newspaper are authorized or required hereunder, they may be made
(unless otherwise expressly provided herein) on the same or different days of the week and in the same or different Authorized Newspapers. 


        "Bearer
Security" means any Security in the form of a bearer security established pursuant to Section 3.1 which is payable to bearer and is not a Registered Security (including
without limitation any Security in temporary or definitive global bearer form). 


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



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


        "Business
Day", when used with respect to any Place of Payment or place of publication, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment or place of publication are authorized or obligated by or pursuant 


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to law regulation or executive order to close or as specified for a series of Securities pursuant to Section 3.1 or as specified for any Security in such Security. 


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


        "Common
Depositary" has the meaning specified in Section 3.4. 


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


        "Company
Request", "Request of the Company", "Company Order" or "Order of the Company" means a written request or order signed in the name of the Company by its Chairman of the Board,
its Co-Chairman, its Vice-Chairman, its President, or a Senior Executive, Executive or Senior Vice-President, and by its Chief Financial Officer, its Treasurer, an
Assistant Treasurer, its Controller, an Assistant Controller, its Secretary or an Assistant Secretary, and delivered to the Trustee. 



        "Corporate
Trust Office" means the office of the Trustee at which at any particular time its corporate trust business shall be administered, which office at the date hereof is located at
[Insert address of Bank of NY], except that with respect to the presentation of Securities (or Coupons, if any, representing an installment of interest) for payment or for
registration of transfer and exchange, a "Corporate Trust Office" is also maintained at the date hereof at [Insert address of Corp. Trust Office]. 


        "Corporation"
includes corporations, associations, companies and business trusts. 


        "Coupon"
or "coupon" means any interest coupon appertaining to a Bearer Security. 



        "Debt"
means indebtedness of the Company or any Subsidiary representing deposits and money borrowed (which term shall include evidences of indebtedness representing extensions of credit
whether or not representing obligations for money borrowed), except indebtedness owed to the Company by any Subsidiary or owed to any Subsidiary by the Company or any other Subsidiary, and shall
include indebtedness of any other person for money borrowed when such indebtedness is guaranteed by the Company or any Subsidiary. The term "Debt" shall be deemed to include the liability of the
Company or any Subsidiary in respect of any investment or similar certificate, except to the extent such certificates are pledged by purchasers as collateral for, and are offset by, receivables. 



        "Defaulted
Interest" has the meaning specified in Section 3.7. 


        "Depositary"
means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, the Person designated as Depositary
by the Company pursuant to Section 3.1 until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Depositary" shall mean or
include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, "Depositary" as used with respect to the Securities of any such series shall mean the
Depositary with respect to the Securities of that series. 


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


        "Euroclear"
means the operator of the Euroclear System. 


        "Event
of Default" has the meaning specified in Section 5.1. 


        "Exchange
Date" has the meaning specified in Section 3.4. 


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        "Global
Security" or "global Security" means a Registered or Bearer Security evidencing all or part of a series of Securities issued to the Depositary for such series in accordance with
Section 3.3. 


        "Holder"
or "holder" means, with respect to a Registered Security, the Person in whose name at the time a particular Registered Security is registered in the Security Register and, with
respect to a Bearer Security and/or 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, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and
govern this instrument and any such supplemental indenture, respectively. The term "Indenture" shall also include the terms of particular series of Securities established as contemplated by
Section 3.1. 


        "Interest",
when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity. 



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


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


        "Officers'
Certificate" means a certificate signed by its Chairman of the Board, its Co-Chairman, its Vice-Chairman, its President, or a Senior Executive,
Executive or Senior Vice-President, and by its Chief Financial Officer, its Treasurer, an Assistant Treasurer, its Controller, an Assistant Controller, its Secretary or an Assistant
Secretary of the Company, and delivered to the Trustee. 


        "Opinion
of Counsel" means a written opinion of counsel, who may be counsel for the Company or be an employee of the Company and who shall be reasonably satisfactory to the Trustee. 


        "Original
Issue Date" means the date of issuance specified as such in each Security. 



        "Original
Issue Discount Security" means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the
Maturity thereof upon the occurrence of an Event of Default and the continuation thereof. 


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




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



        (ii)  Securities,
or portions thereof, for whose payment money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent in trust for the
Holders of such Securities and any Coupons appertaining thereto, provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or
provision satisfactory to the Trustee has been made; or 


        (iii)  Securities
in substitution for or in lieu of which other Securities have been authenticated and delivered or which have been paid pursuant to Section 3.6,
unless proof satisfactory to the Trustee is presented that any such Securities are valid, binding and legal obligations of the Company; 





        provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any
request, demand, authorization, direction, notice, consent or 


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waiver hereunder, (i) the principal amount of an Original Issue Discount Security that may be counted in making such determination or calculation and that shall be deemed to be Outstanding for
such purpose shall be equal to the amount of principal thereof that would be (or shall have been declared to be) due and payable, at the time of such determination or calculation, upon a declaration
of acceleration of the Maturity thereof pursuant to Section 5.2, and (ii) Securities owned by the Company or such other obligor upon the Securities or any Affiliate of the Company or
such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making such determination or calculation or in relying
upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to
such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Issuer or of such other obligor. 



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


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


        "Place
of Payment", when used with respect to the Securities of any series, means the place or places where the principal of (and premium, if any) and interest, if any, on the Securities
of that series are payable as specified in accordance with Section 3.1. 



        "Predecessor
Security" of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the
purposes of this definition, any Security authenticated and delivered under Section 3.6 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence
the same debt as the mutilated, destroyed, lost or stolen Security. 


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



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


        "Registered
Security" means any Security in the form of a registered security established pursuant to Section 3.1 which is registered in the Security Register as to principal and
any interest (including without limitation any Security in temporary or definitive global registered form). 


        "Regular
Record Date" for the interest payable on any Interest Payment Date on the Registered Securities of any series means the date specified for that purpose as contemplated by
Section 3.1, which date shall be, unless otherwise specified pursuant to Section 3.1, the fifteenth day preceding such Interest Payment Date, whether or not such day shall be a Business
Day. 


        "Responsible
Officer", when used with respect to the Trustee means any vice president, the secretary, any trust officer 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. 



        "Securities"
has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. 


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        "Security
Register" and "Security Registrar" have the respective meanings specified in Section 3.5. 


        "Senior
Debt" has the meaning specified in Section 15.12. 


        "Special
Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.7. 


        "Stated
Maturity", when used with respect to any Security (or upon, if any, representing an installment of interest) or any installment of principal thereof or interest thereon, means
the date specified in such Security (or Coupon) as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. 


        "Subordinated
Debt" has the meaning specified in Section 15.12. 


        "Subsidiary"
means any corporation at least a majority of the outstanding voting stock of which shall at the time be owned, directly or indirectly, by the Company or by one or more
Subsidiaries of the Company, where voting stock means stock (or such equivalent) of any class or classes, however designated, having ordinary voting power for the election of at least a majority of
the members of the board of directors (or other governing body) of such corporation, other than stock (or such equivalent) having such power only by reason of the happening of a contingency. 


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


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



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


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


        "Yield
to Maturity", when used with respect to any Original Issue Discount Security, means the annual yield to maturity, if any, set forth on the face thereof. 



        1.2 Compliance Certificates and Opinions.    Upon any application or request by the Company to the Trustee to take any action
under any provision of this Indenture, the Company shall furnish to the
Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have been complied with. 


        Every
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture, except the certificate of destruction pursuant to Section 3.9,
shall include 



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


        (b)  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; 



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


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




        1.3 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. 



 1.4 Acts of Holders; Record Dates.  


        (a)  Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing. If Securities of a series are issuable as Bearer Securities,
any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of such series may alternatively, be embodied in and
evidenced by the record of Holders of Securities of such series voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of Securities of such
series duly called and held in accordance with the provisions of Article XIII, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments 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 or so voting at any such meeting. Proof of execution
of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 13.6. 


        (b)  The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a
notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than his individual capacity, such certificate or 



6





 





affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be
proved in any other manner which the Trustee deems sufficient. 


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


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


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



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


        (g)  If
the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, or in the circumstances permitted by
the Trust Indenture Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. Where the Company does not fix a record date prior to the first solicitation of a
Holder made by any Person in respect of any such Act, the record date for any such Act shall be the 30th day (or, if later, the date of the most recent list of Holders required to be provided pursuant
to Section 7.1) prior to such first solicitation. With regard to any record date, any request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or
after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the
Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than six months after the record date. 



7





 





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



        (a)  the
Trustee by any Holder or by the Company shall be made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office and unless otherwise
herein expressly provided, any such document shall be deemed to be sufficiently made, given, furnished or filed upon its receipt by a Responsible Officer of the Trustee, or 



        (b)  the
Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to the Company addressed to it at 1201 Third Avenue, Seattle, Washington 98101 or at any other address previously furnished in writing to the Trustee by the Company,
Attention: Chief Financial Officer. 




        1.6 Notice to Holders; Waiver.    Where this Indenture provides for notice to Holders of any event: 



        (a)  if
any of the Securities affected by such event are Registered Securities, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, within the time prescribed for the giving of such notice,
and 


        (b)  if
any of the Securities affected by such event are Bearer Securities, such notice shall be sufficiently given (unless otherwise herein expressly provided or unless
otherwise specified in such Securities) if published once in an Authorized Newspaper in New York City and London and mailed to such Persons whose names and addresses were previously filed with the
Trustee, within the time prescribed for the giving of such notice. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such
notice to Holders by mail, then such notification as the Company shall direct the Trustee in writing to give shall constitute a sufficient notification for every purpose hereunder. 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. 




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


        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 of Securities shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any
action taken in reliance upon such waiver. 


        1.7 Conflict with Trust Indenture Act.    This Indenture is subject to, and shall be governed by, the provisions of the Trust
Indenture Act that are required to be a part of this Indenture. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be
a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. 


8





 



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


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


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



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


        1.12 Governing Law.    This Indenture and the Securities and Coupons shall be governed by and construed in accordance with the
laws of the State of New York, without regard to conflicts of laws provisions thereof other than Section 5-1401 of the New York General Obligations Law. 



        1.13 Legal Holidays.    Except as otherwise specified as contemplated by Section 3.1, in any case where any Interest
Payment Date Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the
Securities or Coupons, if any) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, provided that no interest shall accrue for the period from
and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, to the next succeeding Business Day at such Place of Payment. 



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


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


 
 

ARTICLE II
  Security Forms    
  


        2.1 Forms Generally.    The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially
the forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required
to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of
the Securities and Coupons, if any. If the form of Securities of any series is established by or by action taken pursuant to a Board Resolution, a copy of the Board Resolution together with an
appropriate record of any action taken pursuant thereto, which Board Resolution or record of such action shall have attached thereto a true and correct copy of the forms of Security approved by or
pursuant to 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 Company Order
contemplated by Section 3.3 for the authentication and delivery of such Securities. 


9





 

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



        2.2 Form of Trustee's Certificate of Authentication.    The Trustee's certificate of authentication shall be in substantially
the following form: 


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



	 	 	The Bank of New York, as Trustee
	 	 	By:	 	 
	

 	
 	

 Authorized Signatory







        2.3 Securities in Global Form.    If Securities of a series are issuable in global form, as specified as contemplated by
Section 3.1 then, notwithstanding clause (h) of Section 3.1 and the provisions of Section 3.2, such Security shall represent such of the Outstanding Securities of such
series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of
Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the
amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company
Order to be delivered to the Trustee pursuant to Section 3.3 or Section 3.4. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall
deliver and redeliver any Security in definitive global bearer form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company order. If
a Company Order pursuant to Section 3.3 or 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in
global form shall be in writing but need not comply with Section 1.2 and need not be accompanied by an Opinion of Counsel. 



        The
provisions of the last sentence of the eighth paragraph of Section 3.3 shall apply to any Security represented by a Security in global form if such Security was never issued
and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 1.2 and need not be
accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of
the eighth paragraph of Section 3.3. 


        Notwithstanding
the provisions of Section 3.7, unless otherwise specified as contemplated by Section 3.1, payment of principal of and any premium and any interest on any
Security in definitive global form shall be made to the Person or Persons specified therein. 


        Notwithstanding
the provisions of Section 3.6 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat
a Person as the Holder of such principal amount of outstanding Securities represented by a definitive global security as shall be specified in a written statement of the Holder of such definitive
global Security or, in the case of a definitive global Security in bearer form, of Euroclear or Clearstream Banking, société anonyme which is produced to the Trustee by
such Person. 


10





 


 
 

ARTICLE III
  The Securities    
  


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


        The
Securities may be issued from time to time in one or more series. There shall be established in or pursuant to a Board Resolution, and set forth in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, 



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


        (b)  any
limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.7 and except for any
Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder); 



        (c)  the
date or dates on which the principal of (and premium, if any, on) any of the Securities of the series are payable or the method of determination thereof and the
amount or amounts of any installment of principal payable on such dates; 


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


        (e)  the
place or places where the principal of (and premium, if any) and interest, if any, on any of the Securities and Coupons, if any, of the series shall be payable and
the office or agency for the Securities of the series maintained by the Company pursuant to Section 10.2; 


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


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


        (h)  if
other than denominations of $1,000, if registered, and $5,000, if bearer, and any integral multiple of the applicable denominations, the denominations in which the
Securities of the series shall be issuable; 


        (i)    if
other than the principal amount thereof, the portion of the principal amount of any of the Securities of the series which shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 5.2; 



        (j)    the
application, if any, of Section 4.3, or such other means of satisfaction and discharge as may be specified for the Securities and Coupons, if any, for a
series; 


        (k)  any
deletions or modifications of or additions to the Events of Default set forth in Section 5.1 or covenants of the Company set forth in Article X
pertaining to the Securities of the series; 



11





 




        (l)    the
forms of the Securities and Coupons, if any, of the series; 


        (m)  whether
the Securities of the series are to be issued as Registered Securities or Bearer Securities (with or without Coupons), or a combination thereof, whether Bearer
Securities may be exchanged for Registered Securities of the series and whether Registered Securities may be exchanged for Bearer Securities of the series (if permitted by applicable laws and
regulations) and the circumstances under which and the place or places where any such exchanges, if permitted, may be made; and whether any Securities of the series are to be issuable initially in
temporary global form and whether any Securities of the series are to be issuable in definitive global form with or without Coupons and, if so, whether beneficial owners of interests in any such
definitive global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which and the place or places
where any such exchanges may occur, if other than in the manner provided in Section 3.5; 


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


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


        (p)  the
Person to whom any interest on any Registered Security of the series shall be payable, if other than the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, the manner in which, or the Person to whom, any interest on any Bearer Security of the
series shall be payable, if otherwise than upon presentation and surrender of the Coupons appertaining thereto as they severally mature and the extent to which, or the manner in which, any interest
payable on a temporary global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 3.4. 


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


        (r)  whether
the Securities of the series are convertible into or exchangeable for any other security or property of the Company or any other person and the terms upon which
such conversion or exchange will occur; 


        (s)  whether
the Securities of the series are to be issuable as Subordinated Debt; and 


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




        All
Securities of any one series and the Coupons appertaining to any Bearer Securities of such series shall be substantially identical except as to denomination, the rate or rates of
interest, if any, and the Maturity and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth in the Officers,
Certificate referred to above or in any such indenture supplemental hereto. 


12







  





        All Securities of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the Holders, for issuances of
additional Securities of such series. 


        The
Securities shall be payable as to principal and interest, if any, and any premium payable upon the redemption thereof in Dollars. 


        If
any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action together with 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 Securities of such series. 


        3.2 Denominations.    The Securities of each series shall be issuable in such denominations as shall be specified as
contemplated by Section 3.1. In the absence of any such provisions with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000, if
registered, and $5,000, if bearer, and in any integral multiple of the applicable denominations. Securities of each series shall be numbered, lettered or otherwise distinguished in such manner or in
accordance with such plan as the officers of the Company executing the same may determine with the approval of the Trustee. 



        3.3 Execution, Authentication, Delivery and Dating.    The Securities shall be executed in the name and on behalf of the Company
by manual or facsimile signatures of its Chairman of the Board, its Co-Chairman, its Vice-Chairman, its President, its Chief Financial Officer or a Senior Executive, Executive
or Senior Vice-President, attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries. Any Coupons shall be executed on behalf of the Company by the
manual or facsimile signature of any such officer of the Company. Officer, its Treasurer, an Assistant Treasurer, its Controller, an Assistant Controller, its Secretary or an Assistant Secretary of
the Company 


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


        At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any Coupons appertaining thereto,
executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order
shall authenticate and deliver such Securities; provided, however, that, in connection with the sale of a Bearer Security during the "restricted period" as defined in United States Treasury regulation
Section 1.163-5(c)(2)(i)(D)(7), no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and provided, further, that a definitive Bearer
Security sold during the restricted period may be delivered only outside the United States and only if the Person entitled to receive such definitive Bearer Security shall have furnished a certificate
in the form set forth in Exhibit A.1 to this Indenture, dated no earlier than 15 days prior to the earlier of the date on which such definitive Bearer Security is delivered and the date
on which any temporary bearer Global Security first becomes exchangeable for such definitive Bearer Security in accordance with the terms of such temporary Security and this Indenture. Except as
permitted by Section 3.6, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant Coupons for interest then matured have been detached and canceled. 


        If
all the Securities of a series are not to be originally issued at one time, and if the Board Resolution, Officers' Certificate or supplemental indenture establishing such series shall
so permit, such 


13





 




Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and the determination of the terms of particular Securities of such series such as interest rate
or rates (or the method in which such rate or rates are to be determined), if any, Stated Maturity, date of issuance and date from which interest, if any, shall accrue. 


        If
the forms or terms of the Securities of the series and any related Coupons have been established by or pursuant to one or more Board Resolutions as permitted by Sections 2.1 and 3.1,
in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to
Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating: 



        (a)  if
the forms of such Securities and any Coupons have been established by or pursuant to a Board Resolution as permitted by Section 2.1, that such forms have been
established in conformity with the provisions of this Indenture; and 


        (b)  if
the terms of such Securities and any Coupons have been established by or pursuant to a Board Resolution as permitted by Section 3.1, that such terms have been
established in conformity with the provisions of this Indenture. 




        Notwithstanding
the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary
to deliver the Officers' Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior
to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be
issued. 


        Each
Registered Security shall be dated the date of its authentication; and each Bearer Security and any Bearer Security in global form shall be dated as of the date of original issuance
of the first Security of such series to be issued. 


        No
Security or Coupon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of
authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence,
that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been duly authenticated and delivered hereunder but never issued and
sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9 together with a written statement (which need not comply with
Section 1.2 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security
shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. 



        If
the Company shall establish pursuant to Section 3.1 that the Securities of a series are to be issued in whole or in part in the form of a Global Security, then the Company
shall execute and the Trustee shall in accordance with this Section and the Company Order with respect to such series authenticate and deliver the Global Security that (i) shall represent and
shall be denominated in an aggregate amount equal to the aggregate principal amount of Outstanding Securities of such series to be represented by the Global Security, (ii) shall be registered,
if in registered form, in the name of the Depositary for such Global Security or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such
Depositary's instruction, and (iv) shall bear a legend substantially to the following effect: "Unless and until this Security is exchanged in whole or in part for Securities in definitive form,
registered in the names of the various beneficial holders hereof as then certified to the Company by the Depositary or a successor Depositary, this Security may not be transferred except as a whole by
the Depositary to a nominee of the Depositary or by a nominee of the 


14





 




Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary" or to such other effect
as the Depositary and the Trustee may agree. 


        Each
Depositary designated pursuant to Section 3.1 for a Global Security in registered form must, at the time of its designation and at all times while it serves as Depositary, be
a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation. The Trustee shall have no responsibility to determine if the Depositary is so
registered. 


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


        Except
in the case of temporary Global Securities in bearer form (which are exchangeable for definitive Bearer Securities in accordance with the provisions of the following paragraphs),
if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities
of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office of agency
of the Company maintained pursuant to Section 10.2 in a Place of Payment for such series for the purpose of exchanges of Securities of such series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series (accompanied by any unmatured Coupons appertaining thereto) the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like aggregate principal amount of definitive Securities of the same series and of like tenor and authorized denominations; provided, however, that no definitive Bearer
Security shall be delivered in exchange for a temporary Registered Security; and provided, further, that a definitive Bearer Security (including a definitive 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 3.3. 


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


        Without
unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary global Security in bearer form (the "Exchange
Date"), the Company shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal amount of such temporary global Security in bearer form, executed by the
Company. On or after the Exchange Date, such temporary global Security in bearer form shall be surrendered by the Common Depositary to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global
Security in bearer form, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security
in bearer form to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security in bearer form shall be in bearer form, registered form, definitive global
form (registered or bearer), or 


15





 




a combination thereof, as specified as contemplated by Section 3.1, and, if a combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless
otherwise specified in such temporary global Security in bearer form, upon such presentation by the Common Depositary, such temporary global Security in bearer form shall be accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security in bearer form held for its account then to be exchanged and a
certificate dated the Exchange Date or a subsequent date and signed by Clearstream Banking, société anonyme as to the portion of such temporary global Security in bearer
form held for its account then to be exchanged, each in the form set forth in Exhibit A.2 to this Indenture; and provided, further, that definitive Bearer Securities shall be delivered in
exchange for a portion of a temporary global Security in bearer form only in compliance with the requirements of Section 3.3. 


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


        Until
exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive
Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 3.1, interest payable on a temporary
global Security in bearer form on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream Banking,
société anonyme on such Interest Payment Date upon delivery by Euroclear and Clearstream Banking, société anonyme to the Trustee of a
certificate or certificates in the form set forth in Exhibit A.2 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 Security in bearer form (or to such other accounts as they may direct) on such Interest Payment Date and, who have each delivered to
EuroClear or Clearstream Banking, société anonyme, as the case may, be a certificate in the form set forth Exhibit A.1 to this Indenture. Any interest so received
by EuroClear and Clearstream Banking, société anonyme and not paid as herein provided shall be returned to the Trustee immediately prior to the expiration of two years
after such Interest Payment Date in order to be repaid to the Company in accordance with Section 10.3. 



        3.5 Registration, Registration of Transfer and Exchange.    The Company shall cause to be kept at an office or agency to be
maintained by the Company in accordance with Section 10.2 a register (being the combined register of the Security Registrar and all transfer agents designated pursuant to Section 10.2
for the purpose of registration of transfer of Securities and 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 the registration of transfers of 


16





 




Registered Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Registered Securities and transfers of Registered Securities as herein provided. 


        Upon
surrender for registration of transfer of any Registered Security of any series at the office or agency of the Company maintained pursuant to Section 10.2 for such purpose in
a Place of Payment for such series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered
Securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor. 


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



        The
Company may establish pursuant to Section 3.1 that, at the option of the Holder (subject to Section 3.3), Bearer Securities of any series may be exchanged for
Registered Securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office
or agency, with all unmatured Coupons and all matured Coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured Coupon or Coupons or matured
Coupon or Coupons in default, 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 if there is furnished to each of them such security or indemnity as each may
require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing Coupon in respect of which such a payment
shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 10.2, interest represented by Coupons
shall be payable only upon presentation and surrender of those Coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor after the close of Business at such office or agency on (i) any Regular
Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office
or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the Coupon relating to such Interest Payment Date or proposed date for
payment, as the case may be, and interest
or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange
for such Bearer Security, but will be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. 



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


        Notwithstanding
the foregoing, except as otherwise specified as contemplated by Section 3.1, any definitive global Bearer Security shall be exchangeable only as provided in this
paragraph. If the beneficial owners of interests in a definitive global Bearer Security are entitled to exchange such interests for Securities of such series and of like tenor and principal amount of
another authorized 


17





 




form and denomination, as specified as contemplated by Section 3.1, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so
exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such definitive global Bearer Security, executed by the
Company. On or after the earliest date on which such interests may be so exchanged, such definitive global Bearer Security shall be surrendered by the Common Depositary or such or other depositary or
Common Depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged in whole or from time to time in part, for
definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such definitive global Bearer Security, an equal aggregate principal amount of
definitive Securities of the same series of authorized denominations and of like tenor as the portion of such definitive global Bearer Security to be exchanged which, unless the Securities of the
series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 3.1, shall be in the form of Bearer Securities or Registered Securities
or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such exchanges may occur during a period beginning at the opening of business
15 days before any selection of Securities of that series to be redeemed and ending on the relevant Redemption Date; and provided, further, that no Bearer Security delivered in exchange for a
portion of a definitive global Security shall be mailed or otherwise delivered to any location in the United States. If a Registered Security is issued in exchange for any portion of a definitive
global Bearer Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency
on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted
Interest, interest or Defaulted Interest, as the case maybe, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security,
but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such definitive global Bearer
Security is payable in accordance with the provisions of this Indenture. 


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


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


        No
service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any transfer. 


        The
Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days
before any selection of Securities of that series to be redeemed and ending at the close of business on (A) if Securities of the series are issuable only as Registered Securities, the day of
the mailing of the relevant notice of redemption and (B) if Securities of the series are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or,
if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register the transfer of or
exchange any Registered Security so selected for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part, or (iii) to exchange 


18





 




any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor; provided, that such Registered Security
shall be simultaneously surrendered for redemption. 


        If
at any time the Depositary for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any
time the Depositary for the Securities of such series shall no longer be eligible under Section 3.3, the Company shall appoint a successor Depositary with respect to the Securities of such
series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility
or if an event of default relating to the Securities of such series has occurred and is continuing, the Company's election pursuant to Section 3.1 shall no longer be effective with respect to
the Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, will
authenticate and deliver, Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security representing such series in exchange for
such Global Security. 


        Unless
otherwise specified by the Company pursuant to Section 3.1 with respect to a series of Securities, the Company may at any time and in its sole discretion determine that the
Securities of any series issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, will
authenticate and deliver Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series
in exchange for such Global Security or Securities. 


        If
specified by the Company pursuant to Section 3.1 with respect to a series of Securities, the Depositary for such series of Securities may surrender a Global Security for such
series of Securities in exchange in whole or in part for Securities of such series in definitive form on such terms as are acceptable to the Company and such Depositary; provided, however, that no
portion of a Global Security in registered form may be surrendered in exchange for Securities in bearer form. Thereupon, the Company shall execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without charge to the Holders, 




        (i)    a
new Security or Securities of the series of any authorized denomination as requested by such Depositary in aggregate principal amount equal to and in exchange for the
related beneficial interests in the Global Security; and 


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





        In
any exchange provided for in any of the preceding three paragraphs, the Company will execute and the Trustee will authenticate and deliver Securities (a) in definitive
registered form in authorized denominations, if the Securities of such series are issuable as Registered Securities, (b) in definitive bearer form in authorized denominations, with coupons
attached, if the Securities of such series are issuable as Bearer Securities or (c) as either Registered or Bearer Securities, if the Securities of such series are issuable in either form;
provided, however, that a Bearer Security may not be delivered in exchange for a Registered Security, and provided, further, that a definitive Bearer Security shall be delivered in exchange for a
temporary Global Security in bearer form only in compliance with the conditions set forth in Section 3.3 and provided, further, that delivery of a Bearer Security shall be made only outside the
United States. 


19





 

        Upon
the exchange of a Global Security for Securities in definitive form, such Global Security shall be canceled by the Trustee, Registered Securities issued in exchange for a Global
Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee shall deliver such Registered Securities to the persons in whose names such Securities are so registered. 



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


        3.6 Mutilated, Destroyed, Lost and Stolen Securities.    If any mutilated Security or Security with a mutilated Coupon
appertaining to it is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding with Coupons corresponding to the Coupons, if any, appertaining to the surrendered Security. 


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


        In
case any such mutilated, destroyed, lost or stolen Security or Coupon has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new
Security or Coupon, pay such Security or Coupon; provided, however, that principal of (and premium, if any) and any interest on Bearer Securities shall, except as otherwise provided in
Section 10.2, be payable only at an office or agency located outside the United States and, unless otherwise specified as contemplated by Section 3.1, any interest on Bearer Securities
shall be payable only upon presentation and surrender of the Coupons appertaining thereto. 


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



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


20





 



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


        3.7 Payment of Interest; Interest Rights Preserved.    Unless otherwise provided as contemplated by Section 3.1 with
respect to any series of Securities, 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 that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. 



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



        (a)  The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the
date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest which shall not all be more than 10 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 each Holder of
Securities of such series at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). 


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




        Subject
to the foregoing provisions of this Section and Section 3.5, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of
any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security, and, subject as aforesaid, each such Security shall be so dated, or
have attached thereto such Coupons, that neither gain nor loss in interest shall result from such transfer, exchange or substitution. 



        3.8 Persons Deemed Owners.    Prior to due presentment of a Registered Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security 


21





 




for the purpose of receiving payment of principal of (and premium, if any) and (subject to Sections 3.5 and 3.7) any interest on such Security, and for all other purposes whatsoever, whether or not
such 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. 


        Title
to any Bearer Security and any Coupons appertaining thereto shall pass by delivery. The Company, the Trustee and any agent of the Company or the Trustee may treat the Holder of any
Bearer Security and the Holder of any Coupon as the absolute owner of such Security or Coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever,
whether or not such Security or Coupon be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. 



        Notwithstanding
the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect
to any written certification, proxy or other authorization furnished by any Depositary, as a Holder, with respect to such Global Security or impair, as between such Depositary and owners of beneficial
interests in such Global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global Security. Neither the Company
or the Trustee, nor any agent of the Company or the Trustee, will have any responsibility or liability for any aspects of the records relating to or payments made on account of beneficial ownership
interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 


        3.9 Cancellation.    All Securities and Coupons surrendered for payment, redemption, registration of transfer or exchange or for
credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee. All such Securities and Coupons so delivered, and
all such Securities and Coupons so surrendered to the Trustee, shall be promptly canceled by the Trustee. All Bearer Securities and unmatured Coupons held by the Trustee pending such cancellation
shall be deemed to be delivered for cancellation for all purposes of this Indenture and the Securities. The Company may at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation
any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Securities and Coupons held by the
Trustee shall be disposed of in a manner selected by the Trustee and the Trustee shall deliver a certificate evidencing such destruction to the Company. 


        3.10 Computation of Interest.    Except as otherwise specified as contemplated by Section 3.1 for Securities of any
series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months. 


        3.11 Manner of Payments in Respect of Securities.    The provisions of this Section shall apply to the Securities of any series
unless otherwise provided as contemplated by Section 3.1. 



        (a)  The
following payment provisions shall apply to any Registered Security of any series: 



        (i)    Except
as provided in subparagraph (a)(ii) below, payment of principal of and premium, if any, and interest, if any, on such Registered Security at Maturity will
be made at the Place of Payment in immediately available funds against surrender of such Registered Security, and any interest on any Registered Security payable on an Interest Payment Date will be
paid, unless otherwise specified pursuant to the provisions of Section 3.1 or in the 




22





 



related Registered Security, at the Place of Payment by mailing a check by first class mail to the Person entitled thereto at the address of such Person appearing on the Security Register. 



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




        (b)  Payment
of the principal of and premium, if any, and interest, if any, on any Bearer Security will be made, except as provided in Section 3.4 with respect to
temporary global Securities, unless otherwise specified pursuant to Section 3.1 and/or Section 9.2(a), at such place or places outside the United States as may be designated by the
Company pursuant to any applicable laws or regulations by any appropriate method on the payment date therefor against surrender of the Bearer Security, in the case
of payment of principal and premium, if any, or the relevant Coupon, in the case of payment of interest, if any, to a Paying Agent designated for such series pursuant to Section 10.2. 


        (c)  Not
later than 10 Business Days (with respect to any Place of Payment) prior to each payment date, the Trustee shall deliver to the Company a copy of its record of the
respective aggregate amounts of principal of, premium, if any, and interest, if any, on the Securities to be made on such payment date, specifying the amounts so payable in respect of Registered
Securities and Bearer Securities. 




        3.12 Compliance with Certain Laws and Regulations.    If any Bearer Securities are to be issued in any series of Securities, the
Company will use reasonable efforts to provide for arrangements and Procedures designed pursuant to then applicable laws and regulations, if any, to ensure that such Bearer Securities are sold or
resold, exchanged, transferred and paid only in compliance with such laws and regulations and without adverse consequences to the Company, the Holders and the Trustee. 


 
 

ARTICLE IV
  Satisfaction and Discharge    
  


        4.1 Satisfaction and Discharge of Indenture.    This Indenture shall upon Company Request cease to be of further effect (except
as to any surviving rights of (as applicable) registration of transfer or exchange of Securities and Coupons, if any, of any series herein expressly provided for), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when 


        (1)    either




        (a)  all
Securities and Coupons theretofore authenticated and delivered (other than (i) Securities and Coupons which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 3.6 and (ii) Securities and Coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3 have been delivered to the Trustee for cancellation; or 


        (b)  all
such Securities and Coupons not theretofore delivered to the Trustee for cancellation 



        (i)    have
become due and payable, or 


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



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




23





 







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


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


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


        Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Company to any
Authenticating Agent under Section 6.14 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 4.2 and the last paragraph of Section 10.3 shall survive. 


        4.2 Application of Trust Money.    Subject to the provisions of the last paragraph of Section 10.3, all money deposited
with the Trustee pursuant to Sections 4.1 and 4.3 shall be held in trust and applied by it, in accordance with the provisions of the 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 any interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law. 


        4.3 Satisfaction, Discharge and Defeasances of Securities of Any Series.    If this Section is specified, as contemplated by
Section 3.1, to be applicable to Securities and Coupons, if any, of any series, the Company will be deemed to have been Discharged (as defined below) from its obligations with respect to
Securities and Coupons, if any, of such series when 



        (a)  either




        (i)    with
respect to all Outstanding Securities and Coupons of such series, the Company has deposited or caused to be deposited with the Trustee as a trust fund specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities and Coupons, if any, of such series, 



        (1)  money
in an amount as will, or 


        (2)  U.S.
Government Obligations (as defined below) as will, together with the predetermined and certain income to accrue thereon without consideration of any reinvestment
thereof, or 


        (3)  a
combination of (1) and (2) as will, 






(in
each case, a written opinion with respect to (2) or (3) of independent public accountants delivered to the Trustee), be sufficient to pay and discharge the entire indebtedness on all
Outstanding Securities and Coupons of such series for principal (and premium, if any) and interest, if any, to the Stated Maturity or any Redemption Date as contemplated by the last paragraph of this
Section 4.3, as the case may be; or 




        (ii)  with
respect to all Outstanding Securities and Coupons of such series, the Company has properly fulfilled such other means of satisfaction and discharge as is specified
by Section 3.1 to be applicable to the Securities and Coupons, if any, of such series; and 




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        (b)  the
Company has paid or caused to be paid all other sums payable with respect to the Outstanding Securities and Coupons, if any, of such series; 


        (c)  the
Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to
the satisfaction and discharge of the entire indebtedness on all Outstanding Securities and Coupons, if any, of any such series have been complied with; and 



        (d)  with
respect to subsection 1(a) above, the Company shall have delivered to the Trustee (A) a ruling directed to the Company and the Trustee received from the
United States Internal Revenue Service to the effect that the Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of the
Company's exercise of its option under this Section 4.3 and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if
such deposit and discharge had not occurred or (B) an Opinion of Counsel to the same effect as the ruling described in clause (A) above and based upon a change in law. 




        Any
deposits with the Trustee referred to in Section 4.3(a) above shall be irrevocable and shall be made under the terms of an escrow trust agreement in form and substance
satisfactory to the Trustee. If any Outstanding Securities and Coupons, if any, of such series are to be redeemed prior to their Stated Maturity pursuant to any mandatory redemption provisions or in
accordance with any mandatory sinking fund requirement, the applicable escrow trust agreement will provide therefor and the Company will make arrangements for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company. 


        4.4 Reinstatement.    If the Trustee is unable to apply any money or U.S. Government Obligations in accordance with
Section 4.1 or 4.3 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's obligations under this Indenture and the Securities and Coupons, if any, of such series shall be revived and reinstated as though no deposit had occurred pursuant to
Section 4.1 or 4.3 until such time as the Trustee is permitted to apply all such money or U.S. Governmental Obligations in accordance with Section 4.1 or 4.3; provided, however, that if
the Company has made any payment of interest on or principal of (and premium, if any, on) any Securities and Coupons, if any, of such series because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such series of Securities and Coupons, if any, to receive such payment from the money or U.S. Government Obligations held by the Trustee. 



        4.5 Definitions.    The following terms, as used in this Article IV, shall have the following meanings: 


        "Discharged"
means that the Company will be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, the Securities and Coupons, if any, of the
series as to which Section 4.3 is specified as applicable as aforesaid and to have satisfied all the obligations under this Indenture relating to the Securities and Coupons, if any, of such
series (and the Trustee, at the expense of the Company, will execute proper instruments acknowledging the same), except (A) the rights of Holders thereof to receive, from the trust fund
described in Section 4.3(a)(i) above, payment of the principal of (and premium, if any) and the interest, if any, on such Securities and Coupons, if any, when such payments are due,
(B) the Company's obligations with respect to such Securities and
Coupons, if any, under Sections 3.4, 3.5 and 3.6 (insofar as applicable to Securities of such series), 4.2, 10.2 and 10.3 (last paragraph only) and the Company's obligations to the Trustee under
Sections 6.7 and 6.10, and (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder, will survive such discharge. 


        "U.S.
Government Obligations" means securities that are (i) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or
(ii) obligations of a Person 


25





 




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


 
 

ARTICLE V
  Remedies    
  


        5.1 Events of Default.    "Event of Default", wherever used herein with respect to Securities of any series, means any one of
the following events, unless it is either inapplicable to a particular series or it is specifically deleted or modified in or pursuant to the supplemental indenture or Board Resolution establishing
such series of Securities or in the form of Security for such series: 



        (a)  the
failure of the Company to pay any installment of interest on any of the Securities of that series, when and as the same shall become payable, which failure shall
have continued unremedied for a period of 30 days (whether or not such payment is prohibited under the provisions of Article XV); 


        (b)  the
failure of the Company to pay the principal of (and premium, if any, on) any of the Securities of that series, when and as the same shall become payable, whether at
Stated Maturity as therein expressed, by call for redemption, pursuant to any sinking fund, by declaration as authorized by this Indenture or otherwise (whether or not such payment is prohibited under
the provisions of Article XV); 


        (c)  the
failure of the Company to observe and perform any other of the covenants or agreements on the part of the Company contained in this Indenture (other then a covenant
or agreement included in this Indenture solely for the benefit of a series of Securities other than that series), which failure shall have continued unremedied for a period of 90 days after
written notice shall have been given, by registered or certified mail, to the Company by the Trustee, or shall have been given to the Company and the Trustee by the Holders of 25% or more in principal
amount of the Securities of that series then Outstanding, specifying such failure and requiring the Company to remedy the same and stating that such notice is a "Notice of Default" hereunder; 



        (d)  the
entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Company 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 appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or other similar official) of the Company or for any substantial part of its property, or ordering the winding up or liquidation of its affairs and the continuance of any such decree or
order unstayed and in effect for a period of 90 consecutive days; 


        (e)  the
commencement by the Company of a voluntary case under the Federal bankruptcy laws, as now constituted or hereafter amended, or any other applicable Federal or State
bankruptcy, insolvency or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar
official) of the Company or for any substantial part of its property, or the making by it of any 



26





 





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



        (f)    an
event of default, as defined in any mortgage, indenture (including this Indenture), trust agreement or other instrument securing, evidencing or providing for any Debt
of the Company as a result of which Debt of the Company in excess of $25,000,000 aggregate principal amount shall be or become due and payable prior to the date on which the same would otherwise
become due and payable (except that such amount shall be $20,000,000 in respect of a default on Securities of another series) and such acceleration shall not have been annulled or rescinded or such
Debt discharged within a period of 30 days after notice of such acceleration to the Company; provided, however, that, if such event of default with respect to such other series of Securities or
under such indenture or instrument, as the case may be, shall be remedied or cured by the Company or waived by the holders of such other series of Securities or the holders of such indebtedness, as
the case may be, pursuant to this Indenture or such indenture or instrument, as the case may be, then unless the maturity of the Securities of such series shall have been accelerated as provided in
Section 5.2 hereof, the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the
Trustee or the holders of such series; or 


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




        5.2 Acceleration of Maturity; Rescission and Annulment.    If an Event of Default with respect to Securities of any series at
the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the
principal amount (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all of the
Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or
specified amount) shall become immediately due and payable. 


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



        (a)  the
Company has paid or deposited with the Trustee a sum sufficient to pay 



        (i)    all
overdue interest on all Securities of that series and any additional amounts payable under Section 10.4, 


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


        (iii)  to
the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities or, in the case of
Original Issue Discount Securities, the Securities, Yield to Maturity, and 



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




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



27







  





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


        5.3 Collection of Indebtedness and Suits for Enforcement by Trustee.    The Company covenants that if the Company shall fail for
a period of 30 days to pay any installment of interest on the Securities of any series or shall fail to pay the principal of (and premium, if any, on) any of the Securities of any series when
and as the same shall become due and payable, whether at Stated Maturity, or by call for redemption, pursuant to any sinking fund, by declaration as authorized by this Indenture, or otherwise, the
Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities and Coupons, if any, the whole amount then due and payable on such Securities and Coupons, if
any, for principal (and premium, if any) and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium, if any) and on any
overdue interest, at the rate or rates prescribed therefor in such Securities (or, in the case of Original Issue Discount Securities, the Securities; Yield to Maturity) and Coupons, if any, 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
an Event of Default with respect to Securities and Coupons, if any, of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights
and the rights of the Holders of Securities of such series 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. 


        5.4 Trustee May File Proofs of Claim.    In case of any judicial proceeding relative to the Company (or any other obligor upon
the Securities), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust
Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee
any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.7. 


        No
provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 


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


        5.6 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 (or premium, if any) or interest, if any, upon 


28





 




presentation of the Securities 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 6.7; 



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


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


        5.7 Limitation on Suits.    No Holder of any Security 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 



        (a)  an
Event of Default with respect to Securities of such series shall have occurred and be continuing and such Holder has previously given written notice to the Trustee of
such continuing Event of Default; 


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



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


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


        (e)  no
direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount
of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have the right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture (including without limitation the provisions of Section 5.12) to affect, disturb or prejudice the rights of any other of such Holders, 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. 




        5.8 Unconditional Right of Holders to Receive Principal, Premium and interest.    Notwithstanding any other provision in this
Indenture, the Holder of any Security or any Coupon shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any, on) and (subject to
Section 3.7) any interest on such Security or Coupon on the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute
suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 


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


29





 



        5.10 Rights and Remedies Cumulative.    Except as provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 3.6, 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. 


        5.11 Delay or Omission Not Waiver.    No delay or omission of the Trustee or of any Holder of any Securities 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 Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 


        5.12 Control by Holders.    The Holders of not less than a majority in principal amount of the outstanding Securities of any
series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such series, provided that 



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


        (b)  the
Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders not taking part in such direction, 


        (c)  the
Holders have provided the Trustee reasonable indemnity against costs, expenses and liabilities to be incurred, and 


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




        5.13 Waiver of Past Defaults.    The Holders of not less than a majority in principal amount of the Outstanding Securities of
any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default 



        (a)  in
the payment of the principal of (or premium, if any) or interest, if any, on any Security of such series, or 



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




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


        5.14 Undertaking for Costs.    All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in such suit of any 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 


30





 




any Holder, or group of Holders, holding in the aggregate more than 25% in principal amount of the Outstanding Securities, or to any suit instituted by any Holder for the enforcement of the payment
of the principal of (or premium, if any) or interest on any Security on or after the respective Stated Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption
Date). 


 
 

ARTICLE VI
  The Trustee    
  



 6.1 Certain Duties and Responsibilities.  


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



        (i)    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 


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




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


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



        (i)    this
Subsection shall not be construed to limit the effect of Subsection (a) of this Section; 



        (ii)  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 pertinent facts; 


        (iii)  the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a
majority in principal amount of the Outstanding Securities of any series, determined as provided in Sections 1.1, 1.4 and 5.12, 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 with respect to the Securities of such series; and 



        (iv)  no
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such 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. 



31





 

        6.2 Notice of Defaults.    If a default occurs hereunder with respect to Securities of any series, the Trustee shall give the
Holders of Securities of such series notice of such default actually known to the Trustee as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of any default
of the character specified in Section 5.1(c) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof and
if such default is corrected within such period, the Trustee may conclude, consistent with the Trust Indenture Act, that notice of such a default need not be provided to such Holders of Securities.
For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series. 


        6.3 Certain Rights of Trustee.    Subject to the provisions of Section 6.1: 



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


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


        (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)  before
the Trustee acts or refrains from acting, the Trustee may consult with counsel and the advice of such 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
pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction; 


        (f)    prior
to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, Officers' Certificate, other certificate, statement, instrument opinion, report, notice, request, consent, order approval, appraisal,
bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by any Holder; provided that, if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it
by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such examination shall
be paid by the Company or, if advanced by the Trustee, shall be repaid by the Company upon demand; 


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



32





 




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


        (i)    the
Trustee shall not be required to give any bond or surety in respect of the performance of its power and duties hereunder; 


        (j)    the
Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions, or agreements on the part of the Company, except
as otherwise set forth herein, but the Trustee may require of the Company full information and advice as to the performance of the covenants, conditions and agreements contained herein and shall be
entitled in connection herewith to examine the books, records and premises of the Company; 



        (k)  the
permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and the Trustee shall not be answerable for other than
its negligence or willful default; and 


        (l)    the
Trustee shall not be deemed to have actual knowledge of an Event of Default except for (i) a default under Sections 5.1(a) or 5.1(b) hereof, or
(ii) any other event of which the Trustee has "actual knowledge" and which event with the giving of notice or the passage of time or both, would constitute an Event of Default under this
Indenture or event unless specifically notified in writing of such event by the Company or any Holder; the term "actual knowledge" means the actual fact or statement of knowing, without any duty to
make any investigation with regard thereto. 




        6.4 Not Responsible for Recitals or Issuance of Securities.    The recitals contained herein and in the 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 Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the
proceeds thereof. 


        6.5 May Hold Securities.    The Trustee, any Paying Agent, any Security Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities or warrants to purchase Securities and, subject to Sections 6.8 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. 


        6.6 Money Held in Trust.    Money 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. The Trustee or any Paying Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company. 


        6.7 Compensation and Reimbursement.    The Company agrees 



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


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



33





 




        (c)  to
indemnify the Trustee for, and to hold it harmless against, any loss, damage, claim, liability or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties hereunder. The costs and expenses of enforcing this right to indemnification shall also be paid by the Company. 




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


        6.8 Disqualification; Conflicting Interests.    If the Trustee has or shall acquire any conflicting interest within the meaning
of the Trust Indenture Act, the Trustee shall comply with the relevant provisions thereof. 


        6.9 Corporate Trustee Required; Eligibility.    There shall at all times be a Trustee hereunder which shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000. If such Person publishes reports of condition at least annually, pursuant to
law or to the requirements of its supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this Article. 



 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 in accordance with the applicable requirements of Section 6.11. 


        (b)  The
Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance
by a successor Trustee required by Section 6.11 shall not have been delivered to the resigning 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 Securities of such series. 



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


        (d)  If
at any time: 



        (i)    the
Trustee shall fail to comply with Section 6.8 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for
at least six months, or 


        (ii)  the
Trustee for a series shall cease to be eligible under Section 6.9 and shall fail to resign after written request therefor by the Company or by any Holder of
Securities of such series, or 


        (iii)  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 its property or affairs for the purpose of rehabilitation, conservation or liquidation, 




34





 







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



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


        (f)    The
Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series by giving notice of such event to all Holders of Securities of such series as provided by Section 1.6. Each notice shall include the name of
the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust office. 


 6.11 Acceptance of Appointment by Successor.  


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


        (b)  In
case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and
each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and
which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to
all Securities, shall contain 



35





 





such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as
to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such
Trustees co-trustees of the same trust and that such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such
successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. 


        (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. 




        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 into which the Trustee shall be a party, or any corporation succeeding to all
or substantially all the corporate business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then
in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities. 


        6.13 Preferential Collection of Claims Against Company.    If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities or the Coupons, if any), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or
any such other obligor). 


        6.14 Appointment of Authenticating Agent.    The Trustee may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue or upon exchange, registration of transfer or
partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf of the Trustee by, an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation having a combined capital and surplus of not less than the equivalent of
$50,000,000 and subject to supervision or examination by Federal or State authority or the equivalent 


36





 




foreign authority, in the case of an Authenticating Agent who is not organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia. If
such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 



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


        An
Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and
shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of
this Section. 


        The
Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. 


37





 



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


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



	 	 	The Bank of New York	 	 
	

 	
 	

    
	
 	

 
	

 	
 	

As Trustee	
 	

 
	

 	
 	

By	
 	

 
	 	 	    
	 	 
	

 	
 	

As Authenticating Agent
	

 	
 	

By	
 	

 
	 	 	    
	 	 
	

 	
 	

Authorized [Officer] [Secretary]	
 	

 





        If
all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance
located in a Place of Payment or other place where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Company in writing
(which writing need not comply with Section 1.2 and need not be accompanied by an opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent (which may be an
Affiliate of the Company if eligible to be appointed as an Authenticating Agent hereunder) having an office in such Place of Payment or other place designated by the Company with respect to such
series of Securities. 


 
 

ARTICLE VII
  Holders' Lists and Reports by Trustee and Company    
  


        7.1 Company To Furnish Trustee Names and Addresses of Holders.    The Company will furnish or cause to be furnished to the
Trustee: 



        (a)  semi-annually,
not later than January 15 and July 15 in each year (commencing with the first January 15 or July 15 after the
first issuance of Securities pursuant to this Indenture), a list, in such form as the Trustee may reasonably require, of all information in the possession or control of the Company or any Paying Agent
as to the Holders of each series of the preceding January 1 or be, 


        (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, and 



        (c)  such
information concerning the Holders of Bearer Securities which is known to the Company; provided, however, that the Company shall have no obligation to investigate
any matter relating to any Holder of a Bearer Security or a Coupon; 




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


38





 

 7.2 Preservation of Information; Communications to Holders.  


        (a)  The
Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the
Trustee as provided in Section 7.1 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as
provided in Section 7.1 upon receipt of a new list so furnished. 



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


        (c)  Every
Holder of Securities or Coupons, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent
of either of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with Section 3.12 of the Trust
Indenture Act, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under
Section 3.12(b) of the Trust Indenture Act. 


 7.3 Reports by Trustee.  


        (a)  On
or before July 15 of each year commencing with the first May 15 after the first issuance of Securities pursuant to this Indenture, the Trustee shall
transmit to the Holders of Securities, in the manner and to the extent provided in Section 3.13(c) of the Trust Indenture Act, a brief report if required by Section 3.13(a) of the Trust
Indenture Act, dated as of a date no more than 60 nor less than 45 days prior thereto. The Trustee also shall comply with Section 3.13(b) of the Trust Indenture Act and shall transmit to
Holders, in the manner and to the extent provided is said Section 3.13(c), such other reports, if any, as may be required pursuant to the Trust Indenture Act. 


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




        7.4 Reports by Company.    The Company shall file with the Trustee and the Commission, and transmit to Holders, such
information, documents and reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that any
such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be filed with the Trustee within
15 days after the same is so required to be filed with the Commission. Delivery of reports, information and documents to the Trustee under this Indenture is for information purposes only and
the Trustee's receipt of the foregoing shall not constitute notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any
of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates). 


 
 

ARTICLE VIII
  Consolidation, Merger, Conveyance, Transfer or Lease    
  



        8.1 Company May Consolidate, Etc. Only on Certain Terms.    The Company shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially 


39





 




as an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company, unless: 



        (a)  in
case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any
Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company
substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by
an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and
interest, if any, on all the Outstanding Securities of all series and the performance of every covenant of such Securities and this Indenture on the part of the Company to be performed or observed; 


        (b)  immediately
after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default,
shall have happened and be continuing; and 


        (c)  if
a supplemental indenture is required in connection with such transaction, the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided or
relating to such transaction have been complied with. 




        8.2 Successor Corporation Substituted.    Upon any consolidation by the Company with or merger by the Company into any other
corporation or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 8.1, the successor corporation formed by
such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein, and thereafter, the predecessor corporation shall be relieved of the
performance and observance of all obligations and covenants under this Indenture and the Securities (and any Coupons appertaining thereto), including but not limited to the obligation to make payment
of the principal of (and premium, if any) and interest, if any, on all the Outstanding Securities of all series (and any Coupons appertaining thereto), and, in the event of such conveyance, transfer
or lease, may be liquidated and dissolved. 


 
 

ARTICLE IX
  Supplemental Indentures    
  


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



        (a)  to
evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; 



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



40





 





        (c)  to
add any additional Events of Default with respect to all or any series of the Securities (and, if such Event of Default is applicable to less than all series of
Securities specifying the series to which such Event of Default is applicable); 


        (d)  to
add to or change any of the provisions of this Indenture to such extent as shall be necessary to facilitate the issuance of Securities in bearer form, registrable or
not registrable as to principal, and with or without interest coupons; to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit
Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations; provided that any
such addition or change shall not adversely affect the interests of the Holders of Securities of any series or any related Coupons in any material respect; 


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


        (f)    to
establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; 



        (g)  to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change
any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); 


        (h)  if
allowed under applicable laws and regulations, to permit payment in the United States of principal, premium or interest on Bearer Securities or Coupons, if any; 



        (i)    to
provide for the issuance of uncertificated Securities of one or more series in addition to or in place of certificated Securities; or 


        (j)    to
cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture; provided such other provisions as may be made shall not adversely affect the interests of the Holders of Securities of any
series in any material respect. 




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



        (a)  change
the Stated Maturity of the principal of, or premium, if any, on any installment of principal of or interest on, any Security, or reduce the principal amount
thereof or the rate or amount (or manner of calculation of the amount) of interest thereon or change the timing or reduce the amount payable upon the redemption thereof, or reduce the amount of the
principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or adversely affect any right
of repayment at the option of the Holder of any Security, or change any Place of Payment where, or 



41





 


the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption Date), 



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


        (c)  change
any obligation of the Company, with respect to Outstanding Securities of a series, to maintain an office or agency in the places and for the purposes specified in
Section 10.2 for such series, or 


        (d)  modify
any of the provisions of this Section or Section 5.13 except to increase any such percentage or to provide with respect to any particular series the right
to condition the effectiveness of any supplemental indenture as to that series on the consent of the Holders of a specified percentage of the aggregate principal amount of Outstanding Securities of
such series (which provision may be made pursuant to Section 3.1 without the consent of any Holder) or to provide that certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security affected thereby; 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(b) and 9.1(7). 




        For
purposes of this Section 9.2, if the Securities of any series are issuable upon the exercise of warrants, each holder of an unexercised and unexpired warrant with respect to
such series shall be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrant. For such purposes, the ownership of any such warrant shall
be determined by the Company in a manner consistent with customary commercial practices. The Trustee for such series shall be entitled to rely on an Officers' Certificate as to the principal amount of
Securities of such series in respect of which consents shall have been executed by holders of such warrants. 


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


        It
shall not be necessary for any Act of Holders 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. 


        9.3 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 6.1) shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own rights, duties, immunities or liabilities under this Indenture or otherwise. 



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


42







  




        9.5 Conformity With Trust Indenture Act.    Every supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act. 


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


 
 

ARTICLE X
  Covenants    
  


        10.1 Payment of Principal, Premium and Interest.    The Company covenants and agrees for the benefit of each series of
Securities and Coupons, if any, that it will duly and punctually pay the principal of (and premium, if any, on) each of the Securities and Coupons, if any, of that series, and the interest, if any,
which shall have accrued thereon, in accordance with the terms of the Securities and Coupons, if any, of such series and this Indenture. 


        10.2 Maintenance of Office or Agency.    If Securities of a series are issuable only as Registered Securities, until all the
Securities of each such series shall have been paid or payment thereof provided for, the Company will maintain in each Place of Payment for such series an office or agency where Securities of that
series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, until all the Securities of each such series shall have been
paid or payment thereof provided for, the Company will maintain (a) in The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered
for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where notices and demands
to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer
Securities of that series and related Coupons may be presented or surrendered for payment in the circumstances described in this paragraph (and not otherwise), (b) subject to any laws or
regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related Coupons may be
presented and surrendered for payment (including payment of any additional amounts payable on Securities of that series pursuant to Section 10.4); provided, however, that if the Securities of
that series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited, 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 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 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 in Europe, an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered
for exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the
Trustee and the Holders of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect
of any series of Securities or shall fail to furnish the Trustee with the address thereof, such presentations and surrenders of securities of that series may be made and notices and demands may be
made or served at 


43





 




the Corporate Trust Office of the Trustee, except that Bearer Securities of that series and the related Coupons may be presented and surrendered for payment (including payment of any additional
amounts payable on Bearer Securities of that series pursuant to Section 10.4) at the London office of the Trustee (or an agent with a London office appointed by the Trustee and acceptable to
the Company), and the Company hereby appoints the same as its agent to receive such respective presentations, surrenders, notices and demands. Presentation of Coupons for payment or other demands for
payment of Bearer Securities must be made outside the United States, and no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the
United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that payment of principal of
and any premium and interest on any Bearer Security (including any additional amounts payable on Securities of such series pursuant to Section 10.4) shall be made at the office of the Company's
Paying Agent in The City of New York, if (but only if) (i) despite the appointment of Paying Agents outside the United States, payment of the full amount of such principal, premium, interest or
additional amounts, as the case may be, at the offices of all such Paying Agents maintained for the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by
exchange controls or other similar restrictions, (ii) such payment is then permitted by applicable laws and (iii) in appointing a Paying Agent in The City of New York, the Company would
not suffer any fiscal or other sanction under applicable laws as a result of such appointment or of any payment being made through such Paying Agent. 


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



        10.3 Money for Securities Payments to be Held in Trust.    If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest, if any, on any of the Securities of that series, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest, if any, 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 or any series of Securities, it will, at or prior to the opening of business on each due date of the principal of (and premium,
if any) or interest, if any, on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, if any, so becoming due, such sum to
be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. 


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


44





 



        Anything
in this Section 10.3 to the contrary notwithstanding, 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, if any, on any
Security of any series and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Company, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security and Coupons, if any, 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, shall at the expense and at the written direction of
the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that
such money remains unclaimed and that, after a date specified herein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company. 


        10.4 Additional Amounts.    If the Securities of a series provide for the payment of additional amounts, the Company will pay to
the Holder of any Security of such series or any Coupon appertaining thereto additional amounts as provided and subject to the conditions set forth therein. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related Coupon or the net proceeds received on
the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such
context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any
provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. 


        If
the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities
(or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of
payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee
and the Company's Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of
principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related Coupons who are United States Aliens (as defined in the
Securities) without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such
Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons and the Company will pay to the Trustee or such
Paying Agent the additional amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part 


45





 




arising out of or in connection with actions taken or omitted by any of them in reliance on an Officers' Certificate furnished pursuant to this Section. 


        10.5 Statement as to Compliance.    Within 120 days after the end of each fiscal year of the Company (beginning with the
fiscal year ending nearest to December 31, 2002), the Company shall deliver to the Trustee a certificate of the principal executive officer, principal financial officer or principal accounting
officer of the Company, stating whether or not to the best knowledge of such officer the Company is in default in the performance and observance of any of the terms, provisions and conditions of this
Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of
which such officer may have knowledge. 


 
 

ARTICLE XI
  Redemption of Securities    
  


        11.1 Applicability of Article.    Securities (including any Coupons) of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 3.1 for Securities of any series (including any Coupons of any such
series)) in accordance with this Article. 


        11.2 Election to Redeem; Notice to Trustee.    The election of the Company to redeem any Securities (including any Coupons)
shall be evidenced by a Board Resolution or by an action taken pursuant to a Board Resolution. In case of any redemption at the election of the Company of less than all the Securities (including any
Coupons) of any series, the Company shall, at least 45 days prior to the giving of notice of redemption in Section 11.4 (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the aggregate principal amount of Securities (including any Coupons) of such series to be redeemed. In the case of any redemption of Securities
(including any Coupons) prior to the expiration of any restriction on such redemption provided in the terms of such Securities (including any Coupons) or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officers' Certificate evidencing compliance with such restriction. 



        11.3 Selection by Trustee of Securities to be Redeemed.    If less than all the Securities (including any Coupons) of any series
are to be redeemed, the particular Securities (including any Coupons) to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities (including any Coupons) 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 Securities (including any Coupons) of that series or any integral multiple thereof) of the principal amount of Securities
(including any Coupons) of such series of a denomination larger than the minimum authorized denomination for Securities (including any Coupons) of that series. 


        In
any case where Securities (including any Coupons) of such series are 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 Security of such series. If the Securities of any series (including any Coupons) to be redeemed consist of Securities having different Stated Maturities or different
rates of interest (or methods of computing interest), then the Company may, in the written notice delivered to the Trustee pursuant to Section 11.2, direct that the Securities (including any
Coupons) of such series to be redeemed shall be selected from among groups of such Securities having specified Stated Maturities or rates of interest (or methods of computing interest) and the Trustee
shall thereafter select the particular Securities (including any Coupons) to be redeemed in the manner set forth above from among the groups of such Securities so specified. 


46





 



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


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



        11.4 Notice of Redemption.    Notice of redemption shall be given not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, as provided in Section 1.6. 


        Each
such notice of redemption shall specify the Redemption Date, the Redemption Price, the aggregate principal amount of the Securities to be redeemed, the Place or Places of Payment,
that the Securities of such series are being redeemed at the option of the Company pursuant to provisions contained in the terms of the Securities of such series or in a supplemental indenture
establishing such series, if such be the case, together with a brief statement of the facts permitting such redemption, that on the Redemption Date the Redemption Price will become due and payable
upon each Security redeemed, that payment will be made upon presentation and surrender of the applicable Securities, that all Coupons, if any, maturing subsequent to the date fixed for redemption
shall be void, that any interest accrued to the Redemption Date will be paid as specified in said notice, and that on and after said Redemption Date any interest thereon or on the portions thereof to
be redeemed will cease to accrue. If less than all the Securities of any series are to be redeemed the notice of redemption shall specify the numbers of the Securities of such series to be redeemed,
and, if only Bearer Securities of any series are to be redeemed, and if such Bearer Securities may be exchanged for Registered Securities, the last date on which exchanges of Bearer Securities for
Registered Securities not subject to redemption may be made. In case any Security of any series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount
thereof to be redeemed and shall state that on and after the Redemption Date, upon surrender of such Security and any Coupons appertaining thereto, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof and with appropriate Coupons will be issued, or, in the case of Registered Securities providing appropriate space for such notation, at the
option of the Holders, the Trustee, in lieu of delivering a new Security or Securities as aforesaid, may make a notation on such Security of the payment of the redeemed portion thereof. 


        Notice
of redemption of Securities and Coupons, if any, to be redeemed at the election of the Company shall be given by the Company or, at the Company's request, by the Trustee in the
name and at the expense of the Company. The Company will provide the Trustee not less than 45 days notice prior to the Redemption Date if the Trustee is to provide such notice of redemption. 


        11.5 Deposit of Redemption Price.    On or before the opening of business on any Redemption Date, the Company shall deposit with
the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.3) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities and Coupons, if any, which are to be redeemed on that date. 



        11.6 Securities Payable on Redemption Date.    Notice of redemption having been given as aforesaid, the Securities so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest, if any) such Securities shall cease to bear interest and the Coupons for such interest appertaining to any Bearer Securities so to be 


47





 




redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together with all Coupons, if any, appertaining
thereto maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however, that
installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only at an office or agency located outside the United States (except as
otherwise provided in Section 10.2) and, unless otherwise specified as contemplated by Section 3.1, only upon presentation and surrender of Coupons for such interest, and provided,
further, that, unless otherwise specified as contemplated by Section 3.1, installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions
of Section 3.7. 


        If
any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant Coupons maturing after the Redemption Date, such Security may be paid after deducting from
the Redemption Price an amount equal to the face amount of all such missing Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any
Paying Agent any such missing Coupon in respect of which a deduction shall have been made from the Redemption Price, such Holder shall be entitled to receive the amount so deducted; provided, however,
that interest represented by Coupons shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 10.2) and, unless otherwise
specified as contemplated by Section 3.1, only upon presentation and surrender of those Coupons. 


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


        11.7 Security Redeemed in Part.    Any Security (including any Coupons appertaining thereto) which is to be redeemed only in
part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company
and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such
Security (including any Coupons appertaining thereto) without service charge, a new Security (including any Coupons appertaining thereto) or Securities (including any Coupons appertaining thereto) of
the same series and Stated Maturity and like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security (including any Coupons appertaining thereto) so surrendered. 


 
 

ARTICLE XII
  Sinking Funds    
  


        12.1 Applicability of Article.    The provisions of this Article shall be applicable to any sinking fund for the retirement of
Securities (including any Coupons) of a series except as otherwise specified as contemplated by Section 3.1 for Securities (including any Coupons) of such series. 


        The
minimum amount of any sinking fund payment provided for by the terms of Securities (including any Coupons) of any series is herein referred to as a "mandatory sinking fund payment",
and any payment in excess of such minimum amount provided for by the terms of Securities (including any Coupons) of any series is herein referred to as an "optional sinking fund payment". If provided
for 


48





 




by the terms of Securities (including any Coupons) of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.2. Each sinking fund payment
shall be applied to the redemption of Securities (including any Coupons) of any series as provided for by the terms of Securities (including any Coupons) of such series. 



        12.2 Satisfaction of Sinking Fund Payments With Securities.    The Company (1) may deliver Outstanding Securities
(including any Coupons) of a series (other than any previously called for redemption) and (2) may apply as a credit Securities (including any Coupons) of a series which have been redeemed (or
called for redemption and for which the Redemption Price, together with accrued interest, if any, has been deposited pursuant to Section 11.5), either at the election of the Company pursuant to
the terms of such Securities (including any Coupons) or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities (including any Coupons), in each
case in satisfaction of all or any part of any sinking fund payment with respect to the Securities (including any Coupons) of such series required to be made pursuant to the terms of such Securities
(including any Coupons) as provided for by the terms of such series; provided that such Securities (including any Coupons) have not been previously so credited. Such Securities (including any Coupons)
shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such
Securities (including any Coupons) for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. 


        12.3 Redemption of Securities for Sinking Fund.    Not less than 60 days prior to each sinking fund payment date for any
series of Securities (including any Coupons), 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 and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities
(including any Coupons) of that series pursuant to Section 12.2 and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and will also deliver to
the Trustee any Securities (including any Coupons) to be so delivered. If such Officers' Certificate shall specify an optional amount to be added in cash to the next ensuing mandatory sinking fund
payment, the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities
(including any Coupons) to be redeemed upon such sinking fund payment date in the manner specified in Section 11.3 and cause notice of the redemption thereof to be given in the name of and at
the expense of the Company in the manner provided in Section 11.4. Such notice having been duly given, the redemption of such Securities (including any Coupons) shall be made upon the terms and
in the manner stated in Sections 11.6 and 11.7. 


 
 

ARTICLE XIII
  Meetings of Holders of Securities    
  



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



 13.2 Call, Notice and Place of Meetings.  


        (a)  The
Trustee may at any time call a meeting of Holders of Securities of any series for any purpose specified in Section 13.1, to be held at such time and at such
place in the Borough of Manhattan, The City of New York, Chicago, Illinois or in London, England, as the Trustee shall determine. Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such 



49






 


meeting, shall be given, in the manner provided in Section 1.6, not less than 21 nor more than 180 days prior to the date fixed for the meeting. 


        (b)  In
case at any time the Company, by or pursuant to a Board Resolution, or the Holders of at least 10% in principal amount of the Outstanding Securities of any series
shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in Section 13.1, by written request setting forth in reasonable detail
the action proposed to be taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Securities of such series in the amount above specified, as the case may be, may determine the
time and the place in the Borough of Manhattan, The City of New York, Chicago, Illinois or in London, England for such meeting and may call such meeting for such purposes by giving notice thereof as
provided in subsection (a) of this Section. 




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


        13.4 Quorum; Action.    The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a series
shall constitute a quorum for a meeting of Holders of Securities of such series. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened
at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the
meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 13.2(a), except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Subject to the foregoing, at the
reconvening of any such further adjourned meeting, the Persons entitled to vote 25% in aggregate principal amount of the Outstanding Securities of such series shall constitute a quorum for the taking
of any action set forth in the notice of the original meeting. Notice of the reconvening of an adjourned meeting which was adjourned for lack of a quorum shall state expressly the percentage, as
provided above, of the principal amount of the Outstanding Securities of such series which shall constitute a quorum. 


        Except
as limited by the proviso to Section 9.2, and subject to the provisions described in the next succeeding paragraph, any resolution presented to a meeting or adjourned
meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of the lesser of (i) the Holders of a majority in principal amount of the Outstanding
Securities of that series and (ii) 662/3% in
principal amount of Outstanding Securities of such series represented and voting at such meeting or adjourned meeting; provided, however, that any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action which this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the lesser of (i) the Holders of such specified percentage in principal amount of the Outstanding Securities of that series and (ii) a majority in principal amount of
Outstanding Securities of such series represented and voting at such meeting or adjourned meeting. Any resolution passed or decision taken 


50





 




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


        With
respect to any consent, waiver or other action which this Indenture expressly provides may be given by the Holders of a specified percentage of Outstanding Securities of all series
affected thereby (acting as one class), only the principal amount of Outstanding Securities of any series represented at a meeting or adjourned meeting duly reconvened at which a quorum was present,
held in accordance with this Section, and voting in favor of such action, shall be counted for purposes of calculating the aggregate principal amount of Outstanding Securities of all series affected
thereby favoring such action. 



 13.5 Determination of Voting Rights; Conduct and Adjournment of Meetings.  


        (a)  Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of
Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as
otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 and the appointment of any proxy shall be proved in the
manner specified in Section 1.4 or by having the signature of the person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 1.4 to
certify to the holder of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof
specified in Section 1.4 or other proof. 


        (b)  The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders of
Securities as provided in Section 13.2(b), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary
chairman. A permanent
chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at
the meeting. 


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


        (d)  Any
meeting of Holders of Securities of any series duly called pursuant to Section 13.2 at which a quorum is present may be adjourned from time to time by Persons
entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting; and the meeting may be held as so adjourned without further notice. 




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


51





 


meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Securities of any series shall be prepared by the secretary of the meeting and there shall be attached to
said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice
of the meeting and showing that said notice was given as provided in Section 13.2 and, if applicable, Section 13.4. Each copy shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company, and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the
ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. 


 
 

ARTICLE XIV
  Immunity of Incorporators, Stockholders, Officers and Directors    
  



        14.1 Immunity of Incorporators, Stockholders, Officers and Directors.    No recourse shall be had for the payment of the
principal of (or premium, if any, on) or interest, if any, on, any Security of any series
(or any Coupon appertaining thereto), or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant
or agreement of this Indenture, against any incorporator, direct or indirect stockholder, officer or director, as such, past, present or future, of the Company, or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly agreed and understood that this Indenture and all the Securities of all series (and any Coupons appertaining thereto) are solely corporate obligations, and that no
personal liability whatsoever shall attach to, or be incurred by, any incorporator, direct or indirect stockholder, officer or director, as such, past, present or future, of the Company or of any
successor corporation, either directly or through the Company or any successor corporation, because of the incurring of the indebtedness hereby authorized or under or by reason of any of the
obligations, covenants, promises or agreements contained in this Indenture or in any of the Securities of any series (or any Coupons appertaining thereto) or to be implied here from or therefrom, and
that all liability, if any, of that character against every such incorporator, stockholder, officer and director is, by the acceptance of the Securities of any series (or any Coupons appertaining
thereto), and as a condition of, and as part of the consideration for, the execution of this Indenture and the issue of the Securities (and any Coupons appertaining thereto), expressly waived and
released. 


 
 

ARTICLE XV
  Subordination    
  


        15.1 Agreement to Subordinate.    Anything to the contrary herein notwithstanding, the Company covenants and agrees, and each
Holder of Securities of any series designated as Subordinated Debt (as defined below) (or any Coupons appertaining thereto) by acceptance thereof likewise covenants and agrees, that the indebtedness
represented by the Securities of such series (and any Coupons appertaining thereto) and the payment of the principal of (and premium, if any, on) and interest, if any, on each and all of the
Securities of such series (and any Coupons appertaining thereto) shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to the prior payment in
full of all Senior Debt (as defined below), whether outstanding at the date hereof or incurred after the date hereof, but shall in all respects rank pari passu with all other Subordinated Debt (as
defined below) other than the Junior Subordinated Notes (as defined below). 



 15.2 No Payments to Holders of Securities in Certain Circumstances.  



        (a)  In
the event of any sale under or in accordance with any judgment or decree rendered in any proceeding by or on behalf of any Holder of Securities (or any Coupons
appertaining thereto) 



52





 


or in the event of any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Company, or the
proceeds thereof, to creditors of the Company occurring by reason of any liquidation, dissolution or winding up of the Company, or in the event of any receivership, insolvency, bankruptcy,
liquidation, readjustment, reorganization or other similar proceeding relative to the Company or its debts or properties, then in any such event the holders of any and all Senior Debt shall be
preferred in the payment of their claims over the Holders of Securities (or any Coupons appertaining thereto), and such Senior Debt shall be first paid and satisfied in full before any payment or
distribution of any kind or character, whether in cash, property or securities (other than securities which are subordinate and junior in right of payment to the payment of all Senior Debt which may
at the time be outstanding), shall be made upon the Securities (or any Coupons appertaining thereto); and in any such event any dividend or distribution of any kind or character, whether in cash,
property or securities (other than in securities which are subordinate and junior in right of payment to the payment of all Senior Debt which may at the time be outstanding) which shall be made upon
or in respect of the indebtedness evidenced by the Securities (or any Coupons appertaining thereto), or any renewals or extensions thereof, shall be paid over to the holders of such Senior Debt, pro
rata, for application in payment thereof unless and until such Senior Debt shall have been paid and satisfied in full; and 


        (b)  In
the event that pursuant to the provisions hereof any Security is declared or becomes due and payable before its Stated Maturity because of an occurrence of an Event
of Default (under circumstances when paragraph (a) of this Section 15.2 shall not be applicable), no amount shall be paid by the Company in respect of the principal of or interest, if
any, on the Securities (or any Coupons appertaining thereto) in excess of current interest payments as provided herein, except at the Stated Maturity thereof or in accordance with any regular
mandatory prepayments as contemplated by Section 3.1 for Securities of any series (or any Coupons appertaining thereto) (all subject to paragraph (a) of this Section 15.2), unless
and until all Senior Debt outstanding at the time such Security so becomes due and payable because of any such event shall have been paid in full or payment thereof shall have been provided for in a
manner satisfactory to the holders of such outstanding Senior Debt; and 


        (c)  without
limiting the effect of any of the other provisions of this Article XV, during the continuance of any default with respect to any Senior Debt, no payment
of principal, sinking fund, interest or premium shall be made on or with respect to the indebtedness evidenced by the Securities (or any Coupons appertaining thereto) or any renewals or extensions
hereof, if either (l) notice of such default in writing or by telegram has been given to the Company by any holder or holders of any Senior Debt, provided that judicial proceedings shall be
commenced with respect to such default within 120 days thereafter or (2) judicial proceedings shall be pending in respect of such default. 




        The
Company covenants and agrees, for the benefit of each and every present and future holder of Senior Debt, that in the event that pursuant to the provisions hereof any Security is
declared or becomes due and payable because of an occurrence of an Event of Default, then each holder of any Senior Debt then outstanding shall have the right to declare immediately due and payable on
demand all or any part of such Senior Debt owing and payable to such holder, regardless of any other maturity or terms of said Senior Debt; and if and when any such default has occurred, or any notice
of default under the terms hereof may be served upon the Company, then in each such event the Company shall
and hereby agrees that it will immediately notify the holders of the Senior Debt of such default or notice thereof, as the case may be. 


        15.3 Payments by Trustee or Holders of Securities to Holders of Senior Debt.    In the event that any payment by, or
distribution of assets of, the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or the Holders of Securities (or any Coupons 


53





 




appertaining thereto) before all Senior Debt is paid in full, contrary to the provisions of Section 15.2, such payment or distribution shall be paid over to the holders of such Senior Debt or
their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Debt may have been issued, ratably as aforesaid, for
application to the payment of all Senior Debt remaining unpaid until all such Senior Debt shall have been paid in full, after giving effect to any concurrent payment or distribution (or provision
therefor) to the holders of such Senior Debt. 


        15.4 Subrogation.    Subject to the payment in full of all Senior Debt, the Holders of Securities (and any Coupons appertaining
thereto) shall be subrogated to the rights of the holders of Senior Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Debt until all
amounts owing on the Securities (and any Coupons appertaining thereto) shall be paid in full, and, as between the Company, its creditors other than holders of Senior Debt, and the Holders of
Securities (and any Coupons appertaining thereto), no such payment or distribution made to the holders of Senior Debt by virtue of this Article XV which otherwise would have been made to the
Holders of Securities (and any Coupons appertaining thereto) shall be deemed to be a payment by the Company on account of the Senior Debt, it being understood that the provisions of this
Article XV are and are intended solely for the purpose of defining the relative rights of the Holders of Securities (and any Coupons appertaining thereto), on the one hand, and the holders of
Senior Debt, on the other hand. 


        15.5 Obligation of Company Unconditional.    Nothing herein shall impair, as between the Company and the Holders of Securities
(and any Coupons appertaining thereto), the right of the Holder of any Security or any Coupon, which is absolute and unconditional, to receive payment of the principal (and premium, if any) and
interest, if any, thereon in accordance with their terms, or shall prevent the Trustee or any Paying Agent from applying any moneys deposited with it hereunder to the payment of principal of (or
premium, if any) or interest, if any, on any of the Securities (or any Coupons appertaining thereto), in each case except as otherwise provided in this Article XV, nor shall anything herein
prevent any Holder of Securities (or any Coupons appertaining thereto) from exercising all remedies otherwise permitted by applicable law or hereunder upon default hereunder, subject to the rights, if
any, of holders of Senior Debt as herein provided. Each and every holder of Securities (or any Coupons appertaining thereto) by acceptance thereof shall undertake and agree for the benefit of each
holder of Senior Debt to execute, verify, deliver and file any proofs of claim, consents, assignments or other instruments which any holder of Senior Debt may at any time require in order to prove and
realize upon any rights or claims pertaining to the Securities (or any Coupons appertaining thereto) and to effectuate the full benefit of the subordination contained in this Article XV. 


        Upon
any payment or distribution of assets of the Company referred to in this Article XV, the Trustee and the Holders of Securities (or any Coupons appertaining thereto) shall be
entitled to rely upon any order or decree made by any court of competent jurisdiction in which any such dissolution, winding up, liquidation or reorganization proceeding affecting the affairs of the
Company is pending or upon a certificate of the liquidating trustee or agent or other person making any payment or distribution to the Trustee or to the Holders of Securities (or any Coupons
appertaining thereto) for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other indebtedness of the Company, the
amount thereof or payable thereon, the amount paid or distributed thereon and all other facts pertinent thereto or to this Article XV. In the event that the Trustee determines, in good faith,
that further evidence is required with respect to the right of any person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article XV, the Trustee may
request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such person, as to the extent to which such person is entitled to
participate in such payment or distribution, and as to other 


54





 




facts pertinent to the rights of such person under this Article XV, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to
the right of such person to receive such payment. 


        15.6 Payments on Securities Permitted.    Nothing contained in this Article XV or elsewhere in this Indenture, or in any
of the Securities (or any Coupons appertaining thereto), shall (a) affect the obligation of the Company to make, or prevent the Company from making, at any time except in the event of any event
specified in Section 15.2, payments at any time of principal of (or premium, if any) or interest, if any, on the Securities of any series (or any Coupons appertaining thereto) or of any sinking
fund payments with respect to the Securities of any series, or (b) prevent the application by the Trustee or any Paying Agent of any moneys held by the Trustee or such Paying Agent in trust for
the benefit of the holders of Securities of any series (and any Coupons appertaining thereto) as to which notice of redemption shall have been mailed or published at least once prior to the happening
of an event specified in paragraph (b) or (c) of Section 15.2 to the payment of or on account of the principal of (and premium, if any, on) and interest, if any, on such
Securities (and any Coupons appertaining thereto), or (c) prevent the application by the Trustee or any Paying Agent of any moneys deposited prior to the happening of any event specified in
paragraph (b) or (c) of Section 15.2 with the Trustee or such Paying Agent in trust for the purpose of paying a specified installment or installments of interest on the Securities
of any series (or any Coupons appertaining thereto), to the payment of such installments of interest on the Securities of any series (or any Coupons appertaining thereto). 


        15.7 Effectuation of Subordination by Trustee.    Each holder of Securities (or any Coupons appertaining thereto), by his
acceptance thereof, authorizes and directs the Trustee in his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article XV and
appoints the Trustee his attorney-in-fact for any and all such purposes. 


        The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and, with respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe
only such of its covenants and obligations as are specifically set forth in this Article XV, and no implied covenants or obligations with respect to the holders of Senior Debt shall be read
into this Indenture against the Trustee. Subject to the provisions of Section 6.1, the Trustee shall not be liable to any holder of Senior
Debt if it shall mistakenly pay over or deliver to holders of Securities (or any Coupons appertaining thereto), the Company or any other person moneys or assets to which any holder of Senior Debt
shall be entitled by virtue of this Article XV or otherwise. 


        15.8 Knowledge of Trustee.    Notwithstanding the provisions of this Article XV or any other provisions of this
Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of moneys to or by the Trustee, or the taking of any other
action by the Trustee, unless and until the Trustee shall have received written notice thereof from the Company, any Holder, any Paying Agent or the holder or representative of any class of Senior
Debt. 


        Prior
to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.1, shall be entitled in all respects to assume that no such facts exist;
provided, that if on a date not less than one day prior to the date upon which by the terms hereof any such moneys may become payable for any purpose (including, without limitation, the payment of the
principal of or interest, if any, on any Securities (or any Coupons appertaining thereto)), the Trustee shall not have received with respect to such moneys the notice provided for in this
Section 15.8, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for
which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. 


55





 



        15.9 Trustee May Hold Senior Debt.    The Trustee shall be entitled to all the rights set forth in this Article XV with
respect to any Senior Debt at the time held by it, to the same extent as any other holder of Senior Debt, and nothing in Section 6.13 or elsewhere in this Indenture shall deprive the Trustee of
any of its rights as such holder. 


        15.10 Rights of Holders of Senior Debt Not Impaired.    No right of any present or future holder of any Senior Debt to enforce
the subordination herein shall at any time or in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any non-compliance by the Company with the
terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. 


        15.11 Rights and Obligations Subject to Power of Court.    The right of the holders of Senior Debt and the obligations of the
Trustee and the Holders of Securities (and any Coupons appertaining thereto) set forth in this Article XV are subject to the power of a court of competent jurisdiction to make other equitable
provision reflecting the rights conferred in this Indenture upon the Senior Debt and the holders thereof with respect to the Securities (and any Coupons appertaining thereto) and the holders thereof
by a plan of reorganization under applicable bankruptcy law. 



 15.12 Definitions.  




        The following terms shall have the following meanings: 



        "Junior
Subordinated Notes" means the Company's 8.375% Junior Subordinated Debentures due 2027, its 8.206% Subordinated Deferrable Interest Notes due 2027, its 8.36% Subordinated Notes
due 2026, its 8.25% Subordinated Deferrable Interest Notes due 2025, and its 5.375% Subordinated Defeasible Interest Debentures due 2041. 


        "Senior
Debt" means all Debt of the Company except Subordinated Debt and Junior Subordinated Notes. 


        "Subordinated
Debt" means the Company's 7.875% Senior Subordinated Notes due 2004, 8.875% Subordinated Notes due 2007 and 8.25% Subordinated Notes due 2010, and any other Debt of the
Company which is subordinate and junior in right of payment to any other Debt of the Company by the terms of the instrument creating or evidencing such Subordinated Debt and Senior to the Junior
Subordinated Notes. 



56










  



 
 

EXHIBIT A
  
    [FORMS OF CERTIFICATION]    
  


A-1





 
[FORM
OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED TO RECEIVE 


BEARER
SECURITY OR TO OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE] 


 
 

EXHIBIT A.1. WASHINGTON MUTUAL, INC.
  [Insert title or sufficient description of Securities to be delivered]
  (the "Securities")    
  


        This
is to certify that, as of the date hereof, and except as set forth below, the above-referenced Securities held by you for our account are owned by (i) (a) persons that are
not individual citizens or residents of the United States, (b) a corporation or partnership organized in or under the laws of the United States or any state thereof or the District of Columbia,
(c) an estate or trust the income of which is subject to United States federal income taxation regardless of its source or (d) a trust the administration of which is subject to the
primary supervision of a court within the United States and for which one or more United States fiduciaries have the authority to control all substantial decisions ("United States persons"),
(ii) United States persons that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12
(c) (1) (v)) ("financial institutions") purchasing for their own accounts or for resale or (b) acquired the Securities through foreign branches of United States financial institutions
and that hold the Securities through such United States financial institutions on the date hereof (and in the case of either (a) or (b), each such
United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise the issuer or the issuer'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 regulations thereunder), or (iii) financial institutions for
purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition, if we are a financial institution
described in this clause (iii) (whether or not also described in clause (i) or (ii)), we certify that we have not acquired the Securities for purposes of resale directly or indirectly to
a United States person or to a person within the United States. 


        As
used herein, "United States" means the United States of America (including the States and the District of Columbia), its territories, its possessions, the Commonwealth of Puerto Rico,
and other areas subject to its jurisdiction. 


        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 Securities 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
certification excepts and does not relate to $                        principal amount of such Securities, in respect of which we
are not able to certify as above and as to which we
understand exchange and delivery of definitive Securities (or, if relevant, exercise of any rights or collection of any interest) cannot be made until we do so certify. 


A-2





 

        We
understand that this certification is required in connection with certain tax laws of the United States. In connection therewith, if administrative or legal proceedings are commenced
or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to produce this certification to any interested party in such proceedings. 


Dated:









[To be dated no earlier than 15 days prior

to the Exchange Date or the first interest

payment date prior to the Exchange Date,

as relevant] 


By:      








As, or as agent for, the beneficial owner(s)

of the Securities to which this certificate

relates. 


A-3





 
 
 

EXHIBIT A.2
  
    [FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR OR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME IN CONNECTION WITH THE EXCHANGE OF A 
  PORTION OF A TEMPORARY GLOBAL SECURITY OR TO OBTAIN

 INTEREST PRIOR TO AN EXCHANGE DATE]    
  


WASHINGTON
MUTUAL, INC.

[Insert title or sufficient description

of Securities to be delivered]

(the "Securities") 


        This
is to certify 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 as set forth in the Temporary Global Security with respect to the Securities, as
of the date hereof, $                        principal amount of the above-captioned Securities is owned by (i) (a) persons
that are not individual citizens or residents of the United States,
(b) a corporation or partnership organized in or under the laws of the United States or any state thereof or the District of Columbia, (c) an estate or trust the income of which is
subject to United States federal income taxation regardless of its source or (d) a trust the administration of which is subject to the primary supervision of a court within the United States
and for which one or more United States fiduciaries have the authority to control all substantial decisions ("United States persons"), (ii) United States persons that (a) are foreign
branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial institutions") purchasing for their own accounts or
for resale or (b) acquired the Securities through foreign branches of United States financial institutions and that hold the Securities through such United States financial institutions on the
date hereof (and in the case of either (a) or (b), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise the issuer or the
issuer'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 regulations
thereunder), or (iii) financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
which financial institutions described in this clause (iii) whether or not also described in clause (i) or (ii)) have certified that they have not acquired
the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States. 


        As
used herein, "United States" means the United States of America (including the States and the District of Columbia), its territories, its possessions, the Commonwealth of Puerto Rico
and other areas subject to its jurisdiction. 


        We
further certify (i) that we are not making available herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) any portion of the Temporary
Global Security 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, if relevant, exercise of any rights or collection of any interest) are no longer true and
cannot be relied upon as the date hereof. 


        We
understand that this certification is required in connection with certain tax laws of the United States. In connection therewith, if administrative or legal proceedings are commenced
or threatened in 


A-4





 




connection with which this certification is or would be relevant, we irrevocably authorize you to produce this certification to any interested party in such. 



	*Dated:	                        , 200_	 	Yours faithfully,
	

 	

 	
 	

MORGAN GUARANTY TRUST COMPANY OF NEW YORK, Brussels office as operator of the Euroclear System
	

 	

 	
 	

or
	

 	

 	
 	

CLEARSTREAM BANKING, SOCIÉTÉ ANONYME
	

 	

 	
 	

By:






*
Not earlier than the Exchange

Date or the first interest payment

date prior to the Exchange Date,

as relevant. 


A-5









QuickLinks


WASHINGTON MUTUAL, INC.

Standard Multiple-Series Indenture Provisions

Dated as of April , 2002


Table of Contents


ARTICLE I Definitions and Other Provisions of General Application

ARTICLE II Security Forms

ARTICLE III The Securities



ARTICLE IV Satisfaction and Discharge

ARTICLE V Remedies


ARTICLE VI The Trustee

ARTICLE VII Holders' Lists and Reports by Trustee and Company

ARTICLE VIII Consolidation, Merger, Conveyance, Transfer or Lease

ARTICLE IX Supplemental Indentures


ARTICLE X Covenants

ARTICLE XI Redemption of Securities

ARTICLE XII Sinking Funds

ARTICLE XIII Meetings of Holders of Securities

ARTICLE XIV Immunity of Incorporators, Stockholders, Officers and Directors

ARTICLE XV Subordination



EXHIBIT A [FORMS OF CERTIFICATION]

EXHIBIT A.1. WASHINGTON MUTUAL, INC. [Insert title or sufficient description of Securities to be delivered] (the "Securities")

EXHIBIT A.2 [FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR OR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME IN CONNECTION WITH THE EXCHANGE OF A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST
PRIOR TO AN EXCHANGE DATE]